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

                                 FORM 10-QSB

                   U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

      (Mark One)

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

               For the quarterly period ended

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

               For the transition period from March 1, 2003 to May 31, 2003
               Commission file number 0-30794

                     Integrated Performance Systems Inc.
                ----------------------------------------------
                (Name of Small Business Issuer in its charter)

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

                  10501 FM 720 East, Frisco, Texas  75035
 ----------------------------------------------------------------------------
                  (Address of principal executive offices)

                 (Issuer's telephone number) (972) 381-1212

                               Not applicable
 ----------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
  report)

      Check whether the issuer (1) filed all reports required to be filed  by
 Section 13 or 15(d) of the  Exchange Act during the  past 12 months (or  for
 such shorter period that the registrant was required to file such  reports),
 and (2) has been subject to such filing requirements for the past 90 days.
 Yes   X    No ___

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS.

      Check whether the registrant filed  all documents and reports  required
 to be  filed  by Section  12,  13 or  15(d)of  the Exchange  Act  after  the
 distribution of securities under a plan confirmed by a court. Yes ___ No ___

                               Not applicable.
                               ---------------
                     APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's  classes
 of common equity as of the latest practicable date: 13,379,218 shares (There
 is only one class of common.)

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

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

 Item 1.  Financial Statements


                      INTEGRATED PERFORMANCE SYSTEMS, INC.
                           Consolidated Balance Sheets

 ============================================================================
                                                     May 31      November 30,
                                                      2003           2002
                                                  ------------   ------------
                                                  (Unaudited)
 ASSETS
 Current assets:
   Cash                                          $          60  $       9,257
   Trade accounts receivable, net                      469,957      1,488,791
   Other receivables                                    26,004         42,892
   Inventory                                           592,458        669,081
   Prepaid expenses                                     21,906         33,268
                                                  ------------   ------------
      Total current assets                           1,110,385      2,243,289
                                                  ------------   ------------

 Property and equipment, net of depreciation         1,238,158      1,401,219

 Other assets:
   Investment in VoIUM Technologies, LTD             1,232,871              0
   Other                                                46,429         50,269
                                                  ------------   ------------
                                                     1,279,300         50,269
                                                  ------------   ------------
   Total assets                                  $   3,627,843  $   3,694,777
                                                  ============   ============

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Short-term borrowings                         $   1,385,747  $   2,237,364
   Current maturities of long-term debt                118,782        118,782
   Line of credit - related party                      331,493        348,388
   Accounts payable                                  1,278,519      1,099,710
   Accrued expenses                                    901,344      2,193,561
                                                  ------------   ------------
      Total current liabilities                      4,015,885      5,997,805

 Noncurrent liabilities:
   Long-term debt, net of current maturities           689,982        737,362
                                                  ------------   ------------
 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; 10,000,000 shares authorized:
     Series A - 12% cumulative dividends;
       10,000 shares authorized, 3,400 and
       3,000 issued and outstanding;
       $3,400,000 liquidation value                         34             30
     Series B - convertible 6%; 10,000 shares
       authorized, 870 and 810 issued and
       outstanding; $870,000 liquidation value               9              8
     Series C - 12% cumulative dividends; 20,000
       shares authorized, 13,500 and 13,000
       issued and outstanding; $13,500,000
       liquidation value                                   108            129
     Series D - 4% cumulative dividends; 10,000
       convertible shares authorized, 745 and
       611 issued and outstanding; $1,250,000
       liquidation value                                     7              6
 Common stock; par value $0.01; 100,000,000
   shares authorized, 14,379,218 shares issued,
   with 13,379,218 outstanding and 7,981,354
   shares issued and outstanding                       133,792         79,813
 Additional paid-in capital                         12,079,806      9,208,513
 Stock subscription receivable                         (46,251)       (78,190)
 Accumulated deficit                               (13,245,529)   (12,250,699)
                                                  ------------   ------------
   Total stockholders' equity (deficit)             (1,078,024)    (3,040,390)
                                                  ------------   ------------
   Total liabilities and stockholders'
     equity (deficit)                            $   3,627,843  $   3,694,777
                                                  ============   ============

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

<PAGE>

                      INTEGRATED PERFORMANCE SYSTEMS, INC.
                      Consolidated Statements of Operations

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

                               Three        Three         Six          Six
                           Months Ended Months Ended Months Ended Months Ended
                           May 31, 2003 May 31, 2002 May 31, 2003 May 31, 2002
                           ------------ ------------ ------------ ------------
                           (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)

 Net sales                  $ 1,026,968  $ 1,788,722  $ 2,864,496  $ 3,232,778

 Cost of sales                1,180,375    1,563,317    2,825,479    3,099,389
                             ----------   ----------   ----------   ----------
 Gross profit (loss)           (153,407)     225,405       39,017      133,389

 General and administrative     397,391      376,515      810,204      750,208
                             ----------   ----------   ----------   ----------
 Loss from operations          (550,798)    (151,110)    (771,187)    (616,819)
                             ----------   ----------   ----------   ----------
 Other income (expense):
  Interest expense              (52,661)    (137,866)    (168,764)    (280,060)
  Equity in loss of VoIUM       (55,879)           0      (55,879)           0
  Miscellaneous
    income (expense)                  0      (18,220)       1,000        9,510
                             ----------   ----------   ----------   ----------
                               (108,540)    (156,086)    (223,643)    (270,550)
                             ----------   ----------   ----------   ----------
 Net loss                   $  (659,338) $  (307,196) $  (994,830) $  (887,369)
                             ==========   ==========   ==========   ==========
 Loss available to
   common stock             $(1,085,788) $  (771,596) $(1,908,930) $(1,816,169)
                             ==========   ==========   ==========   ==========
 Loss per share - basic     $     (0.11) $     (0.12) $     (0.19) $     (0.27)
                             ==========   ==========   ==========   ==========
 Loss per share - diluted   $     (0.11) $     (0.12) $     (0.19) $     (0.27)
                             ==========   ==========   ==========   ==========

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

<PAGE>

                      INTEGRATED PERFORMANCE SYSTEMS, INC.
                      Consolidated Statements of Cash Flows

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

                                                       Six            Six
                                                  Months Ended   Months Ended
                                                  May 31, 2003   May 31, 2002
                                                  ------------   ------------
                                                  (Unaudited)    (Unaudited)
 Cash flows from operating activities:
  Net loss                                       $    (994,830) $    (887,369)
                                                  ------------   ------------
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation and amortization                      190,159        234,629
    Issuance of common stock for services               74,250              0
    Accretion of debt discount                               0         57,196
    Loss on sale of property and equipment                   0          6,192
    Changes in operating assets and liabilities:
      Trade accounts receivable                      1,018,834        344,517
      Other receivables                                 16,888        (51,427)
      Inventory                                         76,623        225,777
      Prepaid expenses                                  11,362         11,967
      Other assets                                     (55,281)         1,751
      Accounts payable                                 178,809       (101,276)
      Accrued expenses                                  28,914       (149,197)
                                                  ------------   ------------
 Net cash provided by (used in)
   operating activities                                545,728       (307,240)

 Cash flows from investing activities:
  Acquisition of property and equipment                (27,098)        (3,811)
  Proceeds from sale of property and equipment               0         21,213
                                                  ------------   ------------
 Net cash provided by (used in)
   investing activities                                (27,098)        17,402
                                                  ------------   ------------
 Cash flows from financing activities:
  Proceeds from sale of stock                          572,368        354,130
  Return of capital                                   (184,303)       (17,501)
  Proceeds from (payments to) factor, net             (851,617)        11,213
  Proceeds from long-term debt                               0            462
  Payments on long-term debt                           (47,380)             0
  Line of credit - related party                       (16,895)      (111,036)
                                                  ------------   ------------
 Net cash provided by (used in)
   financing activities                               (527,827)       237,268
                                                  ------------   ------------
 Change in cash                                         (9,197)       (52,570)
                                                  ------------   ------------
 Cash, beginning of period                               9,257         53,394
                                                  ------------   ------------
 Cash, end of period                             $          60  $         824
                                                  ============   ============
 Supplemental cashflow information:
   Interest paid                                 $     165,221  $     280,060


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

<PAGE>

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


 NOTE 1 - BASIS OF PRESENTATION

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


 CASH FLOW INFORMATION

 Non cash transactions

 During the six months  ended May 31, 2003,  IPS converted accrued  dividends
 totaling $2,050,913 into 1,536 shares of preferred stock.

 During the six  months ended May  31, 2002, IPS  converted accounts  payable
 from two vendors for approximately $685,000 to notes payable due within  one
 year.


 LOSS PER SHARE

 Basic loss per share is calculated by dividing the loss available to  common
 stock (the numerator)  by the weighted  average number of  shares of  common
 stock outstanding during the period (the denominator).  At May 31, 2003  and
 May 31,  2002,  the  weighted  average  number  of  shares  outstanding  was
 10,650,000 and 6,650,132, respectively.

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


 CONTINUED OPERATIONS

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


 NOTE 2 - COMMON AND PREFERRED STOCK

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

 As of November  30, 2002, IPS  had 680,832 shares  of common  stock held  by
 Telvest Communications, LLC ("Telvest"), a third party, to be sold  overseas
 under regulation S of the Securities and Exchange Commission. During the six
 months ended May 31, 2003, IPS  issued Telvest 833,379 additional shares  to
 be sold overseas.

 During the six months ended May 31, 2003, Telvest sold, 1,500,364 shares for
 approximately $505,000, of which,  IPS will receive approximately  $460,000.
 As of May  31, 2003, IPS  had a stock  subscription receivable from  Telvest
 totaling $46,251.

 As of May 31, 2003, Telvest  held 13,847 shares of  common stock to be  sold
 overseas. These shares are not considered outstanding at May 31, 2003.

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

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

 Effective February 28, 2003, IPS' board of directors approved the conversion
 of 3000 shares  of Series C  preferred stock into  3,000,000 shares of  IPS'
 common stock. The Series C preferred is owned by an entity controlled by the
 majority shareholder and Chairman of the Board of Directors.

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


 NOTE 3 - INVESTMENT IN VOIUM TECHNOLOGIES, LTD

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

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

 IPS will account for the investment under the equity method. For the quarter
 ended May 31, 2003, IPS' equity in the net loss of VoIUM was $55,879. At May
 31, 2003, IPS' investment in VoIUM totaled $1,232,871; however, IPS'  equity
 in the underlying net assets of VoIUM totaled approximately $22,000.


 NOTE 4 - SUBSEQUENT EVENTS

 Subsequent to May 31, 2003 Telvest sold an additional 192,436 shares of IPS'
 common stock overseas resulting in IPS receiving $80,246.


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

      Forward Looking Statements

 This  filing  may  contain  "Forward  Looking  Statements",  which  are  the
 Company's  expectations,  plans  and  projections,  which  may  or  may  not
 materialize and  which  are  subject to  various  risks  and  uncertainties,
 including statements  concerning  expected  income  and  expenses,  and  the
 adequacy of the Company's sources of cash to finance its current and  future
 operations.   When  used in  this  filing, the  words  "plans",  "believes",
 "expects", "projects", "targets", "anticipates" and similar expressions  are
 intended to identify forward-looking statements.  Factors which could  cause
 actual results to materially differ from the Company's expectations  include
 the following:  general economic  conditions and  growth  in the  high  tech
 industry; competitive factors and pricing pressures; change in product  mix;
 and the timely development and acceptance  of new products.  These  forward-
 looking statements speak only as  of the date of  this filing.  The  Company
 expressly disclaims any  obligation or undertaking  to release publicly  any
 updates or change in its expectations or any change in events, conditions or
 circumstances on which  any such  statement may be  based except  as may  be
 otherwise required by the securities laws.

      Overview

 Integrated  Performance  Systems,  Inc.   ("The  Company")  is  a   contract
 manufacturer of quality, high performance circuit boards located in  Frisco,
 Texas, just north of Dallas. The  Company's products are used in  computers,
 communication equipment,  the aerospace  industry, defense  electronics  and
 other applications requiring high performance electrical capability.

 The following discussion provides information to assist in the understanding
 of the Company's financial condition and results of operations for the three
 and six months ended May 31,  2003.  It should  be read in conjunction  with
 the Consolidated Financial  Statements and Notes  thereto appearing in  this
 Form 10-QSB for the three and six months ended May 31, 2003.

      Results of Operations

 Revenues Sales  for the  six months  ended May  31, 2003  were $2,864,496  a
 decrease of 11.4%  from sales  of $3,232,778  for the  comparable period  in
 2002.  Sales for the quarter ended May 31, 2003 were $1,026,968, a  decrease
 of 42.5% from sales of  $1,788,722 for the comparable  period in 2002.   The
 decrease in  sales  for the  quarter  can be  attributed  to a  decrease  in
 customer orders as confidence in the economy has faltered during the  second
 quarter.  It is believed that  demand for the company's products will  begin
 to grow as confidence levels in  the economy grow and inventory levels  held
 by our customers are depleted.

 Gross Profit/ (Loss)  Gross profit for the six months ended May 31, 2003 was
 $39,017 versus a gross profit of $133,389 for the comparable period of 2002.
 Gross loss for the quarter ended May 31, 2003 was ($153,407), versus a gross
 profit of $225,405 in the same quarter of 2002. The decrease in gross profit
 is attributed to  a reduction in  customer orders  during economic  hardship
 during the second quarter  and the loss of  orders for the company's  higher
 margin products during this same period. The negative gross margin  resulted
 from the Company maintaining  it's current personnel  in preparation for  an
 increase in orders during the third and fourth quarter.

 Operating Expenses For the six months ended May 31, 2003, operating expenses
 were $810,204 compared to $750,208 for  the comparable period of 2002.   For
 the quarter ended May 31, 2003 operating expenses were $397,391 compared  to
 $376,515, for the comparable quarter of 2002.

 Other Income and Expenses For the six  months ended May 31, 2003, net  other
 expense was $223,643 compared to $270,550 for the comparable period in 2002.
 For the quarter ended May 31, 2003, net other expense was $108,540  compared
 to $156,086 for the same quarter of 2002.  The decrease in expenses reflects
 a reduction in interest expense which was  offset by the equity loss in  its
 unconsolidated subsidiary.

 Liquidity and Cash ResourcesAs  of May 31, 2003,  the Company had a  working
 deficit of approximately $2,800,000 compared  to a deficiency of  $3,800,000
 at November 30,  2002. The  Company had  a decrease  in cash  of $9,197  and
 $52,570 for the six months ended  May 31, 2003 and 2002, respectively.  Cash
 resources of $545,728 were provided by  operations for the six months  ended
 May 31, 2003, as  compared to $307,240  of cash used  in operations for  the
 same period in 2002. Cash used in investing activities were $27,098 for  the
 six months ended May 31, 2002 can cash provided by investing activities  was
 $17,402 for the same period in  2002. Cash used in financing activities  was
 $527,827 for  the  six months  ended  May 31,  2003,  and cash  provided  by
 financing activities was $237,268 for the same period in 2002. Our principal
 sources of cash during  the six month period  was our factoring  arrangement
 and proceeds from the sale of common stock overseas.

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

      Discussion of Critical Accounting Policies

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

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

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

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

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


                     PART II - OTHER INFORMATION

 Item 6. Exhibits

 Ex. 2.1  Agreement and Plan of Reorganization by and between Performance
            Interconnect Corp, its undersigned shareholders and Espo's Inc  *
 Ex. 3.1  Certificate of Incorporation filed in the Office of the Secretary
            of State of the State of New York, November 29, 1990.           *
 Ex. 3.2  Certificate of Amendment of Certificate of Incorporation  filed in
            the Office of the Secretary of State of the State of New York,
            July 17, 1998                                                   *
 Ex. 3.3  Certificate of Amendment of Certificate of Incorporation  filed in
            the Office of the Secretary of State of the State of New York,
            October 27, 1998.                                               *
 Ex. 3.4  Certificate of Amendment of Certificate of Incorporation  filed in
            the Office of the Secretary of State of the State of New York,
            March 20, 2000.                                                 *
 Ex. 3.5  Bylaws.                                                           *
 Ex. 3.6  Certificate of Amendment of the Certificate of Incorporation dated
            March 30, 2001, filed April 4, 2001.                          ***
 Ex. 3.7  Certificate of Amendment of the Certificate of Incorporation dated
            January 29, 2003, filed in the Office of the State of New York
            Department of State, February 10, 2003.                      ****
 Ex. 4.1  Form of letter describing employee stock option plan.             *
 Ex. 4.2  Letter agreement dated November 29, 1999, providing for issuance
            of preferred stock of Espo's to Nations Corp. in exchange for
            common stock of uniView Technologies Corp.                      *
 Ex. 4.3  Letter agreement dated December 27, 1999, providing for issuance
            of preferred stock of Espo's to CMLP Group Ltd. and Winterstone
            Management Inc., in exchange for Series A preferred stock of
            Performance Interconnect Corp.                                  *
 Ex. 4.4  Letter Agreement dated October 9, 1998, providing for issuance
            of preferred stock of Performance Interconnect Corporation
            in exchange for its promissory notes.                           *
 Ex. 4.5  Warrant dated as of October 22, 1997, authorizing the purchase of
            4,000,000 shares of common stock of Performance Interconnect
            Corp. at $0.50 per share.                                       *
 Ex. 4.6  Letter dated February 24, 2000, addressed to Travis Wolff,
            describing commitment to fund capital requirements of
            Performance Interconnect Corp. through November 30, 2000.       *
 Ex. 4.7  Promissory Note dated June 7, 1999, in the principal sum of
            $75,000.00, by Performance Interconnect Corp. in favor of
            Gay Rowe.                                                       *
 Ex. 4.8  Promissory Note dated May 1, 1999, in the principal sum of
            $200,000.00, by Performance Interconnect Corp. in favor of
            Gay Rowe.                                                       *
 Ex. 4.9  Promissory Note dated August 31, 1997, in the principal sum of
            $50,000.00, by Varga Investments, Inc., in favor of Ed Stefanko.
            (Varga Investments was a limited partnership formed to acquire
            I- Con Industries.)                                             *
 Ex. 4.10 Security Agreement dated August 31, 1997, by and between Ed
            Stefanko, Secured Party, and Varga Investments, Inc., Debtor.
            (Varga Investments was a limited partnership formed to acquire
            I-Con Industries.)                                              *
 Ex. 4.11 Letter agreement dated October 15, 1999, by Winterstone
            Management, Inc., and Performance Interconnect Corp,            *
 Ex. 4.12 Promissory Note dated October 15, 1999, in the principal sum of
            $619,477.88, by Performance Interconnect Corp. in favor of
            Nations Investment Corp., Ltd.                                  *
 Ex. 4.13 Promissory Note dated October 15, 1999, in the principal sum of
            $594,777.69, by Performance Interconnect Corp. in favor of
            Nations Investment Corp.                                        *
 Ex. 4.14 Security Agreement dated June 30, 1999, by Winterstone Management
            Inc and Performance Interconnect  Corp.                         *
 Ex. 4.15 Note dated September 30, 1999, in the principal sum of
            $250,000.00, by Winterstone Management, Inc., in favor
            of Zion Capital, Inc.                                           *
 Ex. 4.16 Secured Promissory Note dated August 12, 1998, in the principal
            sum of $131,570.00, by Performance Interconnect Corp. in favor
            of FINOVA Capital Corporation.                                  *
 Ex. 4.17 Secured Promissory Note dated August 12, 1998, in the principal
            sum of $318,430.00, by Performance Interconnect Corp. in favor
            of FINOVA Capital Corporation.                                  *
 Ex. 4.18 Loan and Security Agreement dated as of August 12, 1998, by
            Performance Interconnect Corp. in favor of FINOVA Capital
            Corporation.                                                    *
 Ex. 4.19 Loan and Security Agreement dated March 25, 1999, by and between
            PC Dynamics of Texas, Inc., and FINOVA Capital Corporation.     *
 Ex. 4.20 Loan Schedule dated March 25, 1999, by PC Dynamics of Texas,
            Inc., and FINOVA Capital Corporation.                           *
 Ex. 4.21 Subordination and Standstill Agreement dated March 25, 1999,
            among FINOVA Capital Corporation, M-Wave, Inc., and PC
            Dynamics of Texas, Inc.                                         *
 Ex. 4.22 Environmental Certificate and Indemnity Agreement dated as of
            March 25, 1999, by PC Dynamics of Texas, Inc., in favor of
            FINOVA Capital Corporation.                                     *
 Ex. 4.23 Continuing Personal Guaranty dated March 25, 1999, by D. Ronald
            Allen, guaranteeing obligations of PC Dynamics of Texas, Inc.,
            Borrower, to FINOVA Capital Corporation, Lender.                *
 Ex. 4.24 Continuing Corporate Guaranty dated March 25, 1999, by Associates
            Funding Group, Inc., guaranteeing obligations of PC Dynamics of
            Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender.   *
 Ex. 4.25 Continuing Limited Corporate Guaranty dated March 25, 1999, by JH
            & BC, Inc., guaranteeing obligations of PC Dynamics of Texas,
            Inc., Borrower, to FINOVA Capital Corporation, Lender.          *
 Ex. 4.26 Continuing Corporate Guaranty dated March 25, 1999, by
            Performance Interconnect Corporation, guaranteeing obligations
            of PC Dynamics of Texas, Inc., Borrower, to FINOVA Capital
            Corporation, Lender.                                            *
 Ex. 4.27 Continuing Corporate Guaranty dated March 25, 1999, by Winterstone
            Management, Inc.,  guaranteeing obligations of PC Dynamics of
            Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender.   *
 Ex. 4.28 Secured Promissory Note dated March 25, 1999, by PC Dynamics of
            Texas, Inc., in favor of FINOVA Capital Corporation.            *
 Ex. 4.29 Amended and Restated Purchase & Sale Agreement dated March 31,
            1998, by I-Con Industries, Inc., and Performance Interconnect
            Corp., Sellers, in favor of USA Funding, Inc., Purchaser.
            This is a sale of accounts receivable.                          *
 Ex. 10.1 Letter dated June 2, 1999, by Performance Interconnect Inc. to
            M-Wave Inc.                                                     *
 Ex. 10.2 Lease of upgrade Mark V Bearing Spindle Drill, S/N 128, dated
            11/12/97, by Excellon Automation Co. in favor of Winterstone
            Management, Inc. and I-Con Industries, Inc.                     *
 Ex. 10.3 Equipment Lease Agreement dated 5/15/98 by Excellon Automation
            Co., in favor of Performance Interconnect, Inc.                 *
 Ex. 10.4 Guaranty by D. Ronald Allen of amounts set forth in Excellon
            Lease Agreement dated May 15, 1998.                             *
 Ex. 10.5 Agreement dated as of March 15, 1999, between PC Dynamics,
            Corporation, and PC Dynamics of Texas, Inc.                     *
 Ex. 10.6 Guaranty dated as of March 15, 1999, by D. Ronald Allen in favor
            of PC Dynamics Corporation.                                     *
 Ex. 10.7 Guaranty dated as of March 15, 1999, by Performance Interconnect
            Corp. in favor of PC Dynamics Corporation.                      *
 Ex. 10.8 Assumption of Liabilities dated March 15, 1999,  by PC Dynamics
            of Texas, Inc., in favor of PC Dynamics Corporation.            *
 Ex. 10.9 Royalty Agreement dated March 15, 1999, between PC Dynamics
            Corporation and PC Dynamics of Texas, Inc.                      *
 Ex. 10.10 Promissory Note dated March 15, 1999, in the principal sum of
             $773,479.00 by PC Dynamics of Texas, Inc., in favor of PC
             Dynamics Corporation.                                          *
 Ex. 10.11 Lease dated as of March 25, 1999, by PC Dynamics Corporation,
             Landlord, and PC Dynamics of Texas, Inc., Tenant.              *
 Ex. 10.12 Promissory Note dated March 15, 1999, in the principal sum of
             $293,025.00 by PC Dynamics of Texas, Inc., in favor of PC
             Dynamics Corporation.                                          *
 Ex. 10.13 Letter dated May 27, 1999, by Joseph A. Turek on behalf of
             M-Wave (parent company of PC Dynamics Corporation) on Poly
             Circuits letterhead to Ron Allen (on behalf of Performance
             Interconnect.                                                  *
 Ex. 21    Subsidiaries of the Company                                      *
 Ex. 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.
       **** Exhibit incorporated by reference to the Company's Quarterly
            Report for Small Business Issuers Subject to the 1934 Act
            Reporting Requirements filed on Form 10-QSB dated April 21, 2003.
      ***** Filed herewith.

<PAGE>

                            SIGNATURES

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

                               INTEGRATED PERFORMANCE SYSTEMS, INC.

 Date: July 28, 2003           By:  /s/ D. Ronald Allen
                               ----------------------------------------------
                                    D. Ronald Allen,  Chief Financial Officer
                                    (Chairman of the Board and Duly
                                    Authorized Officer)


<PAGE>

                                CERTIFICATIONS

       I, D. Ronald Allen, certify that:

       1.   I  have  reviewed  this  quarterly  report  on   Form  10-QSB  of
 Integrated Performance Systems, Inc.

       2.   Based on  my knowledge, this  quarterly report  does not  contain
 any untrue statement of  a material fact  or omit to  state a material  fact
 necessary to make the statements made,  in light of the circumstances  under
 which such statements were made, not  misleading with respect to the  period
 covered by this quarterly report;

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

       4.   The registrant's other certifying officers and I are  responsible
 for establishing  and maintaining  disclosure  controls and  procedures  (as
 defined in Exchange  Act Rules  13a-14 and  15d-14) for  the registrant  and
 have:

         a) designed such disclosure controls  and procedures to ensure  that
       material  information  relating  to  the  registrant,  including   its
       consolidated subsidiaries, is made known to us by others within  those
       entities,  particularly  during the  period  in which  this  quarterly
       report is being prepared;

         b) evaluated  the  effectiveness  of  the  registrant's   disclosure
       controls  and procedures  as of  a date within  90 days  prior to  the
       filing date of this quarterly report (the "Evaluation Date"); and

         c) presented in  this  quarterly  report our  conclusion  about  the
       effectiveness  of the disclosure controls and procedures based on  our
       evaluation as of the Evaluation Date;

       5.   The registrant's other certifying officers and I have  disclosed,
 based on our most  recent evaluation, to the  registrant's auditors and  the
 audit committee of  registrant's board of  directors (or persons  performing
 the equivalent functions):

            a)  All significant deficiencies  in the design  or operation  of
       internal  controls  which  could  adversely  affect  the  registrant's
       ability  to record, process, summarize  and report financial data  and
       have identified for the registrant's auditors any material  weaknesses
       in internal controls; and

         b) Any fraud, whether or not  material, that involves management  or
       other  employees  who have  a  significant role  in  the  registrant's
       internal controls; and

       6.   The registrant's other certifying  officers and I have  indicated
 in this quarterly report whether there were significant changes in  internal
 controls or  in  other  factors that  could  significantly  affect  internal
 controls subsequent to the date of our most recent evaluation, including any
 corrective actions  with regard  to  significant deficiencies  and  material
 weaknesses.

       Date: July 28, 2003

                                    /s/ D. Ronald Allen
                                    ----------------------------------------
                                    D. Ronald Allen, Chief Executive Officer
                                    and Chief Financial Officer

<PAGE>

       I, Brooks Harman, certify that:

       1.   I  have  reviewed  this  quarterly  report  on  Form  10-KSB   of
 Integrated Performance Systems, Inc.

       2.   Based on  my knowledge, this  quarterly report  does not  contain
 any untrue statement of  a material fact  or omit to  state a material  fact
 necessary to make the statements made,  in light of the circumstances  under
 which such statements were made, not  misleading with respect to the  period
 covered by this quarterly report;

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

       4.   The registrant's other certifying officers and I are  responsible
 for establishing  and maintaining  disclosure  controls and  procedures  (as
 defined in Exchange  Act Rules  13a-14 and  15d-14) for  the registrant  and
 have:

         a) designed such disclosure controls  and procedures to ensure  that
       material  information  relating  to  the  registrant,  including   its
       consolidated subsidiaries, is made known to us by others within  those
       entities,  particularly  during the  period  in which  this  quarterly
       report is being prepared;

         b) evaluated  the  effectiveness  of  the  registrant's   disclosure
       controls  and procedures  as of  a date within  90 days  prior to  the
       filing date of this quarterly report (the "Evaluation Date"); and

         c) presented in  this  quarterly  report our  conclusion  about  the
       effectiveness  of the disclosure controls and procedures based on  our
       evaluation as of the Evaluation Date;

       5.   The registrant's other certifying officers and I have  disclosed,
 based on our most  recent evaluation, to the  registrant's auditors and  the
 audit committee of  registrant's board of  directors (or persons  performing
 the equivalent functions):

            a)  All significant deficiencies  in the design  or operation  of
       internal  controls  which  could  adversely  affect  the  registrant's
       ability  to record, process, summarize  and report financial data  and
       have identified for the registrant's auditors any material  weaknesses
       in internal controls; and

         b) Any fraud, whether or not  material, that involves management  or
       other  employees  who have  a  significant role  in  the  registrant's
       internal controls; and

       6.   The registrant's other certifying  officers and I have  indicated
 in this quarterly report whether there were significant changes in  internal
 controls or  in  other  factors that  could  significantly  affect  internal
 controls subsequent to the date of our most recent evaluation, including any
 corrective actions  with regard  to  significant deficiencies  and  material
 weaknesses.

       Date: July 28, 2003

                                    /s/ Brooks Harman
                                    ------------------------
                                    Brooks Harman, Secretary