<PAGE>

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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
                                    ---------

           [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to ________.

                           Commission File No. 0-31157

                     INNOVATIVE SOLUTIONS AND SUPPORT, INC.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)


       PENNSYLVANIA                                    23-2507402
       ------------                                    ----------
(State or other jurisdiction                   (IRS Employer Identification No.)
    of incorporation)

  420 LAPP ROAD, MALVERN, PENNSYLVANIA                    19355
  ------------------------------------                    -----
(Address of principal executive offices)                (Zip Code)

                                 (610) 889-9898
                                 --------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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

     As of August 14, 2001, there were 12,893,619 shares of the Registrant's
Common Stock, with par value of $.001, outstanding.

===============================================================================
<PAGE>

                      INNOVATIVE SOLUTIONS AND SUPPORT, INC.
                           FORM 10-Q JUNE 30, 2001
                                      INDEX


<TABLE>
<CAPTION>
   PART I.     FINANCIAL INFORMATION                                                                           Page No.
                                                                                                               --------
<S>     <C>                                                                                                    <C>
   Item 1.     FINANCIAL STATEMENTS (unaudited)

               Consolidated Balance Sheets - September 30, 2000 and June 30, 2001                                 3

               Consolidated Statements of Operations - Three and Nine Months Ended June 30, 2000 and 2001         4

               Consolidated Statements of Cash Flows - Nine Months Ended June 30, 2000 and 2001                   5

               Notes to Financial Statements                                                                      6

   Item 2.     MANAGAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                                     6-13

   Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
               MARKET RISK                                                                                        14

   PART II     OTHER INFORMATION                                                                                  14

   Item 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.                                                         14

   Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                15

   Item 6.     EXHIBITS AND REPORTS ON FORM 8-K.                                                                  15

 Signatures                                                                                                       16
</TABLE>


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION
                          Item 1 - Financial Statements

                    INNOVATIVE SOLUTIONS AND SUPPORT, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                    September 30,        June 30,
                                                                        2000               2001
                                                                        ----               ----
                                     ASSETS
<S>                                                                <C>               <C>
Current Assets:
  Cash and cash equivalents.......................................  $38,657,433      $40,839,364
  Cash restricted for capital expenditures .......................    4,141,689        1,778,287
  Accounts receivable, net........................................    8,394,304        8,599,771
  Inventories, net................................................    4,265,144        6,492,355
  Deferred taxes..................................................      464,346          464,346
  Prepaid expenses................................................      136,447          107,071
                                                                    -----------      -----------
     Total current assets.........................................   56,059,363       58,281,194
                                                                    -----------      -----------
Property and Equipment:
  Computers and test equipment....................................    2,027,987        2,931,443
  Corporate airplane..............................................    2,989,591        2,998,161
  Furniture and office equipment..................................      405,150          422,288
  Leasehold improvements..........................................       54,299           54,299
  Construction in process.........................................      330,112        3,069,687
                                                                    -----------      -----------
                                                                      5,807,139        9,475,878
  Less--Accumulated depreciation and amortization.................   (1,683,973)      (2,153,487)
                                                                    -----------      -----------
     Net property and equipment...................................    4,123,166        7,322,391
                                                                    -----------      -----------
Deposits and Other Assets.........................................      359,986          833,798
                                                                    -----------      -----------
Deferred Taxes....................................................      204,012          204,012
                                                                    -----------      -----------
                                                                    $60,746,527      $66,641,395
                                                                    ===========      ===========
                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Current portion of note payable.................................  $   100,000      $   100,000
  Current portion of capitalized lease obligations................       19,794           15,696
  Accounts payable................................................    1,856,048        1,038,794
  Accrued expenses................................................    2,964,947        2,490,895
  Deferred revenue................................................      173,975          255,771
                                                                    -----------      -----------
     Total current liabilities....................................    5,114,764        3,901,156
                                                                    -----------      -----------
Capitalized Lease Obligations ....................................       30,447           20,521
                                                                    -----------      -----------
Deferred Revenue..................................................      543,820          490,966
                                                                    -----------      -----------
Long-Term Note Payable ...........................................    4,235,000        4,235,000
                                                                    -----------      -----------
Commitments and Contingencies
Shareholders' Equity:
  Preferred stock, 10,000,000 shares authorized--
    Class A Convertible stock, $.001 par value;
    200,000 shares authorized, 0 shares issued
    and outstanding at September 30, 2000 and March 31, 2001 .....           --               --
  Common stock, $.001 par value; 75,000,000 shares authorized,
    12,593,503 and 12,888,094 shares issued and outstanding at
    September 30, 2000, and June 30, 2001, respectively...........       12,594           12,888
  Additional paid-in capital......................................   43,881,392       45,207,522
  Retained earnings...............................................    6,928,510       12,773,342
                                                                    -----------      -----------
     Total shareholders' equity...................................   50,822,496       57,993,752
                                                                    -----------      -----------
                                                                    $60,746,527      $66,641,395
                                                                    ===========      ===========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       3

<PAGE>

                    INNOVATIVE SOLUTIONS AND SUPPORT, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                    Three months ended              Nine months ended
                                                         June 30,                        June 30,
                                                   2000            2001            2000             2001
                                               -------------------------------------------------------------
<S>                                            <C>              <C>            <C>             <C>
Revenues                                       $ 10,091,429     $ 7,497,395    $ 23,650,216    $  26,714,375

Cost of Sales                                     4,361,126       3,205,778      10,761,005       11,277,457
                                               -------------------------------------------------------------

Gross Profit                                      5,730,303     $ 4,291,617      12,889,211       15,436,918
                                               -------------------------------------------------------------

Research and development                            910,878       1,103,419       2,268,180        3,539,760
Selling, general and administrative               1,391,747       1,264,943       3,441,607        4,421,936
                                               -------------------------------------------------------------

Operating income                                  3,427,678       1,923,255       7,179,424        7,475,222

Interest income, net                                 78,863         592,206         214,174        1,802,288
                                               -------------------------------------------------------------
Income before income taxes                        3,506,541       2,515,461       7,393,598        9,277,510

Income tax expense                                1,350,018         930,721       2,770,658        3,432,678
                                               -------------------------------------------------------------

Net income                                     $ 2,156,523      $ 1,584,740    $  4,622,940    $   5,844,832
                                               -------------------------------------------------------------

Net Income per Common Share
    Basic                                      $      0.30      $      0.12    $       0.66    $        0.46
    Diluted                                    $      0.22      $      0.12    $       0.47    $        0.44


Weighted Average Shares Outstanding
   Basic                                         7,180,240       12,808,077       7,049,122       12,654,589
   Diluted                                       9,834,129       13,361,471       9,765,930       13,258,359
</TABLE>

The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                     INNOVATIVE SOLUTIONS AND SUPPORT, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                      For the Nine Months          For the Nine Months
                                                                             Ended                         Ende
                                                                            June 30,                     June 30,
                                                                              2000                         2001
                                                                              ----                         ----
<S>                                                                  <C>                         <C>
Cash Flows From Operating Activities:
   Net income                                                        $     4,622,940             $    5,844,832
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
     Depreciation and amortization                                           239,440                    469,514
     Tax benefit of stock options exercised                                      --                    (421,615)
     (Increase) decrease in:
       Accounts receivable                                                (4,312,220)                  (205,467)
       Inventories                                                          (366,903)                (2,227,211)
       Prepaid expenses                                                     (246,413)                    29,376
       Deposits                                                             (110,542)                    94,761
     Increase (decrease) in:
       Accounts payable                                                    1,468,420                   (817,254)
       Accrued expenses                                                       72,351                   ( 52,437)
       Deferred revenue                                                     (604,714)                    28,942
                                                                     ---------------             --------------
        Net cash provided by operating activities                            762,359                  2,743,441
                                                                     ---------------             --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchases of property and equipment                               (3,421,906)                (3,668,739)
        Increase in other assets                                                 --                    (568,573)
                                                                     ---------------             --------------
                                                                          (3,421,906)                (4,237,312)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from Common stock issued                                         998,432                  1,326,424
   Repayment of capitalized lease obligations                                (14,590)                   (14,024)
                                                                     ---------------             --------------
   Net cash provided by financing
        activities                                                           983,842                  1,312,400
                                                                     ---------------             --------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                         (1,675,705)                  (181,471)


CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             4,638,607                 42,799,122
                                                                     ---------------             --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                             $     2,962,902             $   42,617,651
                                                                     ===============             ==============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       5


<PAGE>

1.   Basis of Presentation:

     Innovative Solutions and Support, Inc., (the "Company"), was incorporated
in Pennsylvania on February 12, 1988. The Company's primary business is the
design, manufacture and sale of flight information computers, electronic
displays and advanced monitoring systems to the military and governmental,
commercial air transport and corporate aviation markets.

     The balance sheet as of June 30, 2001, the statements of operations for
the three months and nine months ended June 30, 2000 and 2001 and the statements
of cash flows for the nine months ended June 30, 2000 and 2001 have been
prepared by the Company without audit. In the opinion of management, all
adjustments, consisting of normal and recurring adjustments, necessary to
present fairly the financial position, results of operations and cash flows at
June 30, 2001 and for all periods presented have been made.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the financial statements and notes thereto included
in the Company's Form 10K as filed with the Securities and Exchange Commission.
The results of operations for the three months and nine months ended June 30,
2001 are not necessarily indicative of the operating results for the full year.

2.   Initial Public Offering:

     In August 2000, the Company completed its initial public offering of
3,450,000 shares of Common Stock at a price of $11.00 per share. The Company
received net proceeds of approximately $34 million from the offering. Upon the
closing of the offering, the outstanding shares of Preferred stock were
converted into 1,941,353 shares of Common stock.

3.   Net income per Share:

     Net income per share ("EPS") is calculated using the principles of SFAS No.
128. On July 7, 2000, the Company's Board of Directors approved a split of the
Company's common shares on a 1.09624-to-1 basis. All references in the financial
statements to the number of common shares and to per share amounts have been
retroactively stated to reflect the common share split.

     A reconciliation of weighted average shares outstanding -- basic to the
weighted average shares outstanding -- diluted appears below:

<TABLE>
<CAPTION>
                                                    Three months ended              Nine months ended
                                                          June 30,                      June 30,
                                                     2000          2001             2000         2001
                                                   ---------   ----------        ---------    -----------
<S>                                               <C>          <C>               <C>          <C>
Weighted average shares outstanding:
  Basic..........................................  7,180,240   12,808,077        7,049,122     12,654,590

Potentially dilutive securities:
  Employee Stock Options.........................    405,444      309,489          384,821        359,875
  Preferred Stock................................  1,941,353           --        1,941,353             --
  Warrants.......................................    307,092      243,895          390,634        243,895
                                                   ---------   ----------        ---------    -----------
Weighted average shares outstanding:
  Diluted........................................  9,834,129   13,361,461        9,765,930     13,258,360
                                                   =========   ==========        =========    ===========
</TABLE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

     We design, manufacture and sell flight information computers, electronic
displays and advanced monitoring systems to the military and government,
commercial air transport and corporate aviation markets.

     Our revenues are derived from the sale of our products to the retrofit
market and, to a lesser extent, original equipment manufacturers (OEMs). Our
customers include government and military entities and their commercial
contractors, aircraft operators, aircraft modification centers and various OEMs.
Although we occasionally sell our products directly to government entities, we
primarily have sold our products to commercial customers for end use in
government and military programs. These sales to commercial contractors are on
commercial terms, although some of the termination and other provisions of
government contracts are applicable to these contracts.

     We record revenues when our products are shipped. Since fiscal year 1998,
the majority of our revenues have come from the sale of Reduced Vertical
Separation Minimum (RVSM) -compliant air data systems, including sales


                                       6

<PAGE>

to commercial contractors in connection with the United States Air Force KC-135
retrofit program. We are the sole supplier of these systems and components under
subcontracts with various commercial contractors for the retrofit program, which
covers the approximately 600 KC-135 aircraft currently in use. This program
continues into fiscal year 2002.

     Our cost of sales are comprised of material components purchased through
our supplier base and direct in-house assembly labor and overhead costs. Because
our manufacturing activities consist primarily of assembling and testing
components and subassemblies and integrating them into a finished system, we
believe that we can achieve flexible manufacturing capacity while controlling
overhead expenses. In addition, many of the components we use in assembling our
products are standard, although certain parts are manufactured to meet our
specifications. The overhead portion of cost of sales is primarily comprised of
salaries and benefits, building occupancy, supplies, and outside services costs
related to our production, purchasing, material control and quality departments.

     We intend to continue to invest in the development of new products and the
enhancement of our existing product line. We expense research and development
costs related to future product development as they are incurred.

     Our selling, general and administrative expenses consist of marketing and
business development expenses, professional expenses, salaries and benefits for
executive and administrative personnel, facility costs, and recruiting, legal,
accounting and other general corporate expenses.






                                       7
<PAGE>

Nine Months Ended June 30, 2001 Compared to the Nine Months Ended June 30, 2000.

Revenues. Revenues increased $3.1 million, or 13.0%, to 26.7 million for the
nine months ended June 30, 2001 from $23.7 million for the nine months ended
June 30, 2000. The increase in net revenues was primarily due to a $6.3 million
increase in sales related to the KC-135 program.

Cost of Sales. Cost of sales increased $.5 million, or 4.8%, to $11.3 million or
42.2% of revenues, for the nine months ended June 30, 2001. Cost of sales were
$10.8 million or 45.5% of revenue for the nine months ended June 30, 2000. The
increase in dollar amount was related to the increase in sales revenue, while
the decrease as a percentage of revenue was due to cost containment.

Research and Development. Research and development expenses increased $1.3
million, or 56.1%, to $3.5 million, or 13.3% of revenue, for the nine months
ended June 30, 2001. The research and development expense for the nine months
ended June 30, 2000 was $2.3 million or 9.6% of revenue. This increase in dollar
amount was primarily due to engineering efforts related to the improvement of
existing products and the introduction of new products, including our Flat Panel
Display. The increase in research and development spending reflects Innovative
Solutions & Support continued commitment to product development and new product
introduction.

Selling, General & Administrative. Selling, general & administrative expenses
increased $1.0 million, or 28.5%, to $4.4 million, which is 16.6% of revenue for
the nine months ended June 30, 2001. Expenses for the nine months ended June 30,
2000 were $3.4 million, or 14.6% of revenue. The increase in dollar amount and
as a percentage of revenue reflects our investment in personnel and
infrastructure to support our continued growth.

Interest (Income) Expense, net. Net interest income was $1.8 million for the
nine months ended June 30, 2001 as compared to $.2 million for the nine months
ended June 30, 2000. Net interest income was significantly higher for the nine
months ended June 30, 2001 due to the higher cash balances on hand.

Income Tax (Expense) Benefit, net. Income tax expense was $3.4 million for the
nine months ended June 30, 2001 compared to $2.8 million for the nine months
ended June 30, 2000. The increased amount was the direct result of higher income
before tax.

Net Income. As a result of the factors described above, our net income increased
$1.2 million or 26.4% to $5.8 million or 21.9% of revenue for the nine months
ended June 30, 2001. For the nine months ended June 30, 2000 our net income was
$4.6 million or 19.5% of revenue.

                                       8
<PAGE>

Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30,
2000.

Revenues.  Revenues decreased $2.6 million, or 25.7%, to $7.5 million for the
three months ended June 30, 2001 from $10.1 million for the three months ended
June 30, 2000. The decline in third quarter revenue essentially relates to the
general economic slowdown we are currently experiencing, more specifically, to
airlines and individual aircraft owners delaying the installation of Reduced
Vertical Separation Minimum (RVSM) equipment on their aircraft.

Cost of Sales. Cost of sales decreased 1.2 million, or 26.5%, to $3.2 million or
42.8% of revenues for the three months ended June 30, 2001. Cost of sales were
$4.4 million or 43.2% of revenue for the three months ended June 30, 2000. The
decrease in dollar amount was related to the decrease in revenue and cost
containment.

Research and Development. Research and development expenses increased $.2
million, or 21.2%, to $1.1 million, 14.7% of revenue, for the three months ended
June 30, 2001. The research and development expense for the three months ended
June 30, 2000 was $.9 million or 9.0% of revenue. This increase in dollar amount
was primarily due to engineering efforts related to the improvement of existing
products and the introduction of new products, including our Flat Panel Display.
The increase in research and development spending reflects Innovative Solutions
& Support continued commitment to product development and new product
introduction.

Selling, General & Administrative. Selling, general & administrative expenses
decreased $.1 million, or 9.1%, to $1.3 million, which is 16.9% of revenue for
the three months ended June 30, 2001. Expenses for the three months ended June
30, 2000 were $1.4 million, or 13.8% of revenue. The slight decrease reflects a
stabilization in our investment in personnel and infrastructure.

Interest (Income) Expense, net. Net interest income was $.6 million for the
three months ended June 30, 2001 as compared to $.1 million for the three months
ended June 30, 2000. Net interest income was significantly higher for the three
months ended June 30, 2001 due to the higher cash balances on hand.

Income Tax (Expense) Benefit, net. Income tax expense decreased $.4 million to
$.9 million for the three months ended June 30, 2001 compared to $1.4 million
for the three months ended June 30, 2000. The decreased amount was the direct
result of lower income before tax.

Net Income. As a result of the factors described above, our net income decreased
$.6 million or 26.5% to $1.6 million or 21.1% of revenue for the three months
ended June 30, 2001. For the three months ended June 30, 2000 our net income was
$2.2 million or 21.4% of revenue.

                                       9
<PAGE>

Liquidity & Capital Resources

Our main source of liquidity has been cash flows from operations and borrowings.
We require cash principally to finance inventory, accounts receivable and
payroll.

Net cash flow generated from operating activities was $2.7 million for the nine
months ended June 30, 2001 as compared to the $.8 million generated for the nine
months ended June 30, 2000. The increase in cash flow is primarily a result of
higher net income.

Net cash used in investing activities was $3.7 million for the nine months ended
June 30, 2001 as compared to $3.4 million for the nine months ended June 30,
2000. The spending in the nine months ended June 30, 2001 is primarily related
to the cost of constructing a new facility.

Net cash flow provided by financing activities was $1.3 million for the nine
months ended June 30, 2001 as compared to $1.0 million for the nine months ended
June 30, 2000. The increase was due to the exercise of stock options of several
employees.

                                       10
<PAGE>


     In August 2000, the Company completed its initial public offering of
3,450,000 shares of Common stock at a price of $11.00 per share. The Company
received net proceeds of approximately $34 million from the offering.

     Our future capital requirements depend on numerous factors, including
market acceptance of our products, the timing and rate of expansion of our
business and other factors. We have experienced increases in our expenditures
since our inception consistent with growth in our operations, personnel and
product line, and we anticipate that our expenditures will continue to increase
in the foreseeable future. We believe that our cash and cash equivalents,
together with the net proceeds from our initial public offering and any new
credit facility we may enter into, will provide sufficient capital to fund our
operations for at least the next twelve months. However, we may need to raise
additional funds through public or private financings or other arrangements in
order to support more rapid expansion of our business than we anticipate,
develop and introduce new or enhanced products, respond to competitive
pressures, invest in or acquire businesses or technologies or respond to
unanticipated requirements or developments. If additional funds are raised
through the issuance of equity securities, dilution to existing shareholders may
result. If insufficient funds are available, we may not be able to introduce new
products or compete effectively in any of our markets, which could hurt our
business.

RISK FACTORS

     This report includes a number of forward-looking statements that reflect
our current views with respect to future events and financial performance. We
use words such as anticipates, believes, expects, future, and intends, and
similar expressions to identify forward-looking statements. There are important
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including:

-most of our sales are of air data systems products, and we cannot be certain
that the market will continue to accept these or our other products.

-we currently have a limited number of customers that use our products,
primarily for government-related contracts, making us reliant on these customers
and government needs.

-our business currently derives a large portion of its revenues from one
military retrofit program, the loss of which could reduce our revenues.

-the growth of our customer base could be limited by delays or difficulties in
completing the development and introduction of our planned products or product
enhancements.

-we rely on third party suppliers for the components of our air data systems
products, and any interruption in the supply of these components could hinder
our ability to deliver our products.

                                      11
<PAGE>

-our government retrofit projects allow the government agency or government
contractor to terminate or modify their contracts with us.

-we depend on our key personnel to manage our business effectively, and if we
are unable to retain our key employees, our ability to compete could be harmed.

-if we do not manage our growth, improve existing processes and implement new
systems, procedures and controls, we may use resources, including your
investment, inefficiently and our ability to serve our customers and capitalize
on market opportunities may suffer.

-our revenue and operating results may vary significantly from quarter to
quarter, which may cause our stock price to decline.

-our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors, including:

     o    variations in demand for our products;

     o    the timing of the introduction of RVSM requirements on various flight
          routes;

     o    the capital expenditure budgets of aircraft owners and operators and
          the appropriation cycles of the U.S. government;

     o    changes in the use of our products, including non-RVSM air data
          systems, RVSM systems and flat panel displays;

     o    delays in introducing or obtaining government approval for new
          products;

     o    new product introductions by competitors;

     o    changes in our pricing policies or the pricing policies of our
          competitors; and

     o    costs related to possible acquisitions of technologies or businesses.

-our competition includes other manufacturers of air data systems and flight
information displays against whom we may not be able to compete successfully.

-we may not be able to identify or complete acquisitions or we may consummate an
acquisition that adversely affects our operating results.

-our success depends on our ability to protect our proprietary rights, and there
is a risk of infringement. If we are unable to protect and enforce our
intellectual property rights, we may be unable to compete effectively.

Risks Related to Our Industry

If we are unable to respond to rapid technological change, our products could
become obsolete and our reputation could suffer.

     Future generations of air data systems, engine and fuel displays and flat
panel displays embodying new technologies or new industry standards could render
our products obsolete. The market for aviation products is subject to rapid
technological change, new product introductions, changes in customer preferences
and evolving industry standards. Our future success will depend on our ability
to:

     o    adapt to rapidly changing technologies;

                                      12
<PAGE>

     o    adapt our products to evolving industry standards; and

     o    develop and introduce a variety of new products and product
          enhancements to address the increasingly sophisticated needs of our
          customers.

     Our future success will also depend on our developing high quality,
cost-effective products and enhancements to our products that satisfy the needs
of our customers and on our introducing these new technologies to the
marketplace in a timely manner. If we fail to modify or improve our products in
response to evolving industry standards, our products could rapidly become
obsolete.

Our products must obtain government approval before we can sell them.

     Our products are currently subject to direct regulation by the U.S. Federal
Aviation Administration (FAA), its European counterpart, the Joint Aviation
Authorities (JAA), and other comparable organizations. Our products and many of
their components must be approved by the FAA, the JAA or other comparable
organizations before they can be used in an aircraft. To be certified, we must
demonstrate that our products are accurate and able to maintain certain levels
of repeatability over time. Although the certification requirements of the FAA
and the JAA are substantially similar, there is no formal reciprocity between
the two systems. Accordingly, even though some of our products are FAA-approved,
we may need to obtain approval from the JAA or other appropriate organizations
to have them certified for installation outside the United States.

     Significant delay in receiving certification for newly developed products
or enhancements to our products or losing certification for our existing
products could result in lost sales or delays in sales. Furthermore, the
adoption of additional regulations or product standards, as well as changes to
the existing product standards, could require us to change our products and
underlying technology. Some products, from which we expect to generate
significant future revenues, including our flat panel, have not received
regulatory approval. We cannot assure you that we will receive regulatory
approval on a timely basis or at all.

Because our products utilize sophisticated technology and are deployed in
complex aircraft cockpit environments, problems with these products may arise
that could seriously harm our reputation for quality assurance and our business.

     Our products use complex system designs and components that may contain
errors, omissions or defects, particularly when we incorporate new technologies
into our products or we release new versions or enhancements of our products.
Despite our quality assurance process, errors, omissions or defects could occur
in our current products, in new products or in new versions or enhancements of
existing products after commercial shipment has begun. We may be required to
redesign or recall those products or pay damages. Such an event could result in
the following:

     o    the delay or loss of revenues;

     o    the cancellation of customer contracts;

     o    the diversion of development resources;

     o    damage to our reputation;

     o    increased service and warranty costs; or

     o    litigation costs.

     Although we currently carry product liability insurance, this insurance may
not be adequate to cover our losses in the event of a product liability claim.
Moreover, we may not be able to maintain such insurance in the future.

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     We face risks associated with international operations that could cause our
financial results to suffer or make it difficult to market our products outside
of the United States.

     We expect to derive an increasing amount of our revenues from sales outside
the United States, particularly in Europe. We have limited experience in
marketing and distributing our products internationally. In addition, there are
certain risks inherent in doing business on an international basis, such as:

     o    differing regulatory requirements for products being installed in
          aircraft;

     o    legal uncertainty regarding liability;

     o    tariffs, trade barriers and other regulatory barriers;

     o    political and economic instability;

     o    changes in diplomatic and trade relationships;

     o    potentially adverse tax consequences;

     o    the impact of recessions in economies outside the United States; and

     o    variance and unexpected changes in local laws and regulations.

     Currently, all of our international sales are denominated in U.S. dollars.
An increase in the value of the dollar compared to other currencies could make
our products less competitive in foreign markets. In the future, we may conduct
sales in local currencies, exposing us to changes in exchange rates that could
adversely affect our results of operations.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Most of our cash equivalents and capital lease obligations are at fixed
interest rates and therefore the fair market value of these instruments is
affected by changes in market interest rates. As of June 30, 2001, all of our
cash equivalents matured within 1 day and we had the ability to immediately
liquidate our investments. Therefore, we believe that we are exposed to
immaterial levels of market risk.

                           PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds.

     None.

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Item 4. Submission of Matters to a Vote of Security Holders

     None.

Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibits
     (b) Reports on Form 8-K.

         None.

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                                  SIGNATURE

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


                                          INNOVATIVE SOLUTIONS AND SUPPORT, INC.



Date: August 14, 2001                              By: /s/ James J. Reilly
---------------------                              --------------------------
                                                   James J. Reilly
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)

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