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.
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(Name of Small Business Issuer in its charter)
New York 11-3042779
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10501 FM 720 East, Frisco, Texas 75035
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(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.
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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 [ ]
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.
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)
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.
INTEGRATED PERFORMANCE SYSTEMS, INC. (Formerly ESPO's Inc.)
Consolidated Statements of Cash Flows
Nine Months Ended August 31,
2002 2001
----------- -----------
(Unaudited) (Unaudited)
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.
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
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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)