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, 2003 to August 31, 2003
Commission file number 0-30794
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
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(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: 13,665,449 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.
Consolidated Balance Sheets
============================================================================
August 31, November 30,
2003 2002
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash $ 519 $ 9,257
Trade accounts receivable, net 558,548 1,488,791
Other receivables 55,000 42,892
Inventory 448,642 669,081
Prepaid expenses 27,621 33,268
------------ ------------
Total current assets 1,090,330 2,243,289
------------ ------------
Property and equipment, net of depreciation 1,162,593 1,401,219
------------ ------------
Other assets:
Investment in VoIUM Technologies, LTD 1,175,871 -
Other 45,688 50,269
------------ ------------
1,221,559 50,269
------------ ------------
Total assets $ 3,474,482 $ 3,694,777
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 1,614,446 $ 2,237,364
Current maturities of long-term debt 118,782 118,782
Line of credit - related party 336,340 348,388
Accounts payable 1,463,665 1,099,710
Accrued expenses 1,012,192 2,193,561
------------ ------------
Total current liabilities 4,545,425 5,997,805
------------ ------------
Noncurrent liabilities:
Long-term debt, net of current maturities 746,636 737,362
------------ ------------
Stockholders' 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, 3,607 and
3,000 issued and outstanding;
$3,400,000 liquidation value 36 30
Series B - convertible 6%; 10,000 shares
authorized, 896 and 810 issued and
outstanding; $870,000 liquidation value 9 8
Series C - 12% cumulative dividends; 20,000
shares authorized, 11,012 and 13,000
issued and outstanding; $13,500,000
liquidation value 110 129
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, 14,665,449 shares issued,
with 13,665,449 outstanding and 7,981,354
shares issued and outstanding 136,654 79,813
Additional paid-in capital 12,147,563 9,208,513
Stock subscription receivable - (78,190)
Accumulated deficit (14,101,958) (12,250,699)
------------ ------------
Total stockholders' deficit (1,817,579) (3,040,390)
------------ ------------
Total liabilities and stockholders' deficit $ 3,474,482 $ 3,694,777
============ ============
The accompanying notes are an integral part
of the consolidated financial statements.
INTEGRATED PERFORMANCE SYSTEMS, INC.
Consolidated Statements of Operations
============================================================================
Three Three Nine Nine
Months Ended Months Ended Months Ended Months Ended
August 31, August 31, August 31, August 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net sales $ 1,270,852 $ 1,470,640 $ 4,135,348 $ 4,703,418
Cost of sales 1,579,395 1,023,041 4,425,895 4,122,430
---------- ---------- ---------- ----------
Gross profit (loss) (308,543) 447,599 (290,547) 580,988
General and administrative 386,905 432,227 1,176,089 1,182,435
---------- ---------- ---------- ----------
Income (loss) from
operations (695,448) 15,372 (1,466,636) (601,447)
---------- ---------- ---------- ----------
Other income (expense):
Interest expense (103,980) (72,445) (272,744) (352,505)
Equity in loss of Voium (57,000) - (112,879) -
Miscellaneous 55,879 3 1,000 9,513
---------- ---------- ---------- ----------
(105,101) (72,442) (384,623) (342,992)
---------- ---------- ---------- ----------
Loss before provision
for income taxes (800,549) (57,070) (1,851,259) (944,439)
Provision for income taxes - - - -
---------- ---------- ---------- ----------
Net loss $ (800,549) $ (57,070) $(1,851,259) $ (944,439)
========== ========== ========== ==========
Loss available to
common stock $(1,239,597) $ (604,720) $(3,204,407) $(2,420,889)
========== ========== ========== ==========
Loss per share - basic
and diluted $ (0.11) $ (0.09) $ (0.27) $ (0.37)
========== ========== ========== ==========
Weighted average shares
outstanding 11,654,981 6,611,028 11,654,981 6,611,028
========== ========== ========== ==========
The accompanying notes are an integral part
of the consolidated financial statements.
INTEGRATED PERFORMANCE SYSTEMS, INC.
Consolidated Statements of Cash Flows
============================================================================
Nine Months Ended August 31,
----------------------------
2003 2002
------------ ------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (1,851,259) $ (944,440)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 265,724 344,011
Issuance of common stock for services 74,250 -
Accretion of debt discount - 57,196
Loss on sale of property and equipment - 6,192
Equity loss in earnings of Voium 112,879 -
Changes in operating assets and liabilities:
Trade accounts receivable 930,243 478,872
Inventory 220,439 130,885
Other current assets (6,461) (79,827)
Other assets 4,581 1,019
Accounts payable 363,955 36,961
Accrued expenses 139,762 (219,679)
------------ ------------
Net cash provided by (used in)
operating activities 254,113 (188,810)
------------ ------------
Cash flows from investing activities:
Acquisition of property and equipment (27,098) (8,697)
Investment in Voium (115,000) -
Proceeds from sale of property and equipment - 21,213
------------ ------------
Net cash provided by (used in)
investing activities (142,098) 12,516
------------ ------------
Cash flows from financing activities:
Proceeds from sale of stock 718,750 379,113
Return of capital (213,811) (17,501)
Proceeds from (payments to) factor, net (927,100) (106,011)
Proceeds from long-term debt 384,182 462
Payments on long-term debt (70,726) -
Payments on stockholder advances, net (12,048) (131,357)
------------ ------------
Net cash provided by (used in)
financing activities (120,753) 124,706
------------ ------------
Decrease in cash (8,738) (51,588)
Cash, beginning of period 9,257 53,394
------------ ------------
Cash, end of period $ 519 $ 1,806
============ ============
Supplemental cashflow information:
Interest paid $ 263,117 $ 298,387
============ ============
The accompanying notes are an integral part
of the consolidated financial statements.
Integrated Performance Systems, Inc.
Notes to Consolidated Financial Statements
August 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 nine months ended August 31, 2003, IPS converted accrued
dividends totaling $2,471,691 into 1,975 shares of preferred stock.
During the nine months ended August 31, 2002, IPS converted accounts payable
from two vendors for approximately $685,000 to notes payable.
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).
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 nine months ended August 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
IPS 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 nine months ended August 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
nine months ended August 31, 2003, IPS issued Telvest 1,120,110 additional
shares to be sold overseas.
During the nine months ended August 31, 2003, Telvest sold, 1,786,595 shares
for approximately $625,000, of which, IPS will receive approximately
$562,000.
As of August 31, 2003, Telvest held 12,667 shares of common stock to be sold
overseas. These shares are not considered outstanding at August 31, 2003.
In addition to the shares sold overseas, during the nine months ended August
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 3,000 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 Singapore 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 Singapore Corporation.
IPS will account for the investment under the equity method. For the nine
months ended August 31, 2003, IPS' equity in the net loss of VoIUM was
$112,879. At August 31, 2003, IPS' investment in VoIUM totaled $1,175,871;
however, IPS' equity in the underlying net assets of VoIUM totaled
approximately $86,000.
NOTE 4 - RELATED PARTY TRANSACTIONS
Effective February 28, 2003, IPS' board of directors approved the conversion
of 3,000 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.
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 nine months ended August 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 nine months ended August 31, 2003.
Results of Operations
Revenues Sales for the nine months ended August 31, 2003 were $4,135,348 a
decrease of 12.08% from sales of $4,703,418 for the comparable period in
2002. Sales for the quarter ended August 31, 2003 were $1,270,852, a
decrease of 13.59% from sales of $1,470,640, 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
third 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 loss for the nine months ended August 31, 2003
was $290,547 versus a gross profit of $580,988 for the comparable period of
2002. Gross loss for the quarter ended August 31, 2003 was $308,543, versus
a gross profit of $447,599 in the same quarter of 2002. The decrease in
gross profit is attributed to a reduction in customer orders during economic
hardship during the third quarter and the loss of orders for the company's
higher margin products during this same period. Additionally, a portion of
the decrease in gross profit is the effect of a one time adjustment made
during the prior year quarter. The negative gross margin resulted from the
Company maintaining its current personnel in preparation for an increase in
orders during the fourth quarter and into the next fiscal year.
Operating Expenses For the nine months ended August 31, 2003, operating
expenses were $1,176,089 compared to $1,182,435 for the comparable period of
2002. For the quarter ended August 31, 2003 operating expenses were
$386,905 compared to $432,227, for the comparable quarter of 2002.
Other Income and Expenses For the nine months ended August 31, 2003, net
other expense was $384,623 compared to $342,992, for the comparable period
in 2002. For the quarter ended August 31, 2003, net other expense was
$105,101 compared to $72,442, for the same quarter of 2002. The increase in
expenses reflects an increase in interest expense for the quarter and an
addition of an equity loss in its unconsolidated subsidiary.
Liquidity and Cash Resources As of August 31, 2003, the Company had a
working deficit of approximately $3,400,000 compared to a deficiency of
$3,800,000 at November 30, 2002. The Company had a decrease in cash of
$8,738 and $51,588 for the nine months ended August 31, 2003 and 2002,
respectively. Cash resources of $254,113 were provided by operations for the
nine months ended August 31, 2003, as compared to $188,810 of cash used in
operations for the same period in 2002. Cash used in investing activities
were $142,098 for the nine months ended August 31, 2003 can cash provided by
investing activities was $12,516 for the same period in 2002. Cash used in
financing activities was $120,753 for the nine months ended August 31, 2003,
and cash provided by financing activities was $124,706 for the same period
in 2002. Our principal sources of cash during the six month period were 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 a 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. 31.1 Certification of Chief Executive Officer and Principal
Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
of the Securities and Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *****
Ex. 31.2 Certification of Secretary pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities and Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. *****
Ex. 32 Certification of Chief Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to 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.
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 30, 2003 By: /s/ D. Ronald Allen
----------------------------------------------
D. Ronald Allen, Chief Financial Officer
(Chairman of the Board and Duly
Authorized Officer)