FORM S-8

                      SECURITIES AND EXCHANGE COMMISSION

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 ----------------------------------------------------------------------------
                    Integrated Performance Systems, Inc..
              (Exact name of issuer as specified in its charter)

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

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


     AIM Financial Advisors Valuation Analysis and Consulting Services Plan
 ----------------------------------------------------------------------------
                     (Full title of the plan)

   D. Ronald Allen, 7300 N. Dallas Parkway, Suite 2040, Dallas, Texas 75235
 ----------------------------------------------------------------------------
                   (Name and address of agent for service)

                                (972) 381-1212
 ----------------------------------------------------------------------------
         (Telephone umber, including area code, of agent for service)

                       Calculation of Registration Fee
 ----------------------------------------------------------------------------
                                Proposed       Proposed
 Title of          Amount       maximum        maximum           Amount of
 securities to     to be     offering price    aggregate        registration
 be registered   registered     per unit    offering price          fee
 ----------------------------------------------------------------------------
 common stock   35,000 shares    $1.34*         $46,900            $11.73

  * Average of the bid and asked price as of October 24, 2001.   Rule 457(c).

<PAGE>

                                    PART II

 Item 3.  Incorporation of Documents by Reference.

      The documents  listed in  (a) through  (c)  below are  incorporated  by
 reference in  this registration  statement; and  all documents  subsequently
 filed by the Issuer pursuant to Sections  13(a), 13(c), 14 and 15(d) of  the
 Securities Exchange Act  of 1934, prior  to the filing  of a  post-effective
 amendment which  indicates that  all securities  offered have  been sold  or
 which deregisters all securities then remaining  unsold, shall be deemed  to
 be incorporated by reference in this  registration statement and to be  part
 hereof from the date of filing of such documents.

      (a)  The registrant's latest annual report.

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of  the
 Exchange Act since the  end of the fiscal  year covered by the  registrant's
 document referred to in (a) above.

      (c)  The  description  of  registrant's  common  stock  ($0.0001   par)
 contained in the registrant's Form 10-KSB, including any amendment or report
 filed for the purpose of updating such description.

 Item 4.  Description of Securities.

      Not applicable.

 Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

 Item 6.  Indemnification of Directors and Officers.

      The Company  has  no  provision  for  indemnification  of  officers  or
 directors at this time; although  the directors anticipate considering  some
 such provision in the relatively near future.

 Item 7.  Exemption from Registration Claimed.

      Not applicable.

 Item 8.  Exhibits.

 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. 5.1   Opinion of counsel, Walker & England,  dated October 26, 2001, re:
           legality.                                                          **

      *    Incorporated by reference to the Registrant's Quarterly Report  on
           Form 10-QSB filed on April 13, 2001.
      **   Filed herewith.

      All other  Exhibits  incorporated  by  reference  to  the  Registrant's
      Registration Statement on Form 10-SB (File No. 1-158211) filed on April
      12, 2000, except if noted otherwise.

 Item 9.  Undertakings.

      Not applicable.

<PAGE>

                               SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act  of
 1933, the registrant  certifies that it  has reasonable  grounds to  believe
 that it meets all of the  requirements for filing on  Form S-8 and has  duly
 caused this  registration  statement to  be  signed  on its  behalf  by  the
 undersigned, thereunto  duly authorized,  in the  City of  Dallas, State  of
 Texas, on October 26, 2001.

                               INTEGRATED PERFORMANCE SYSTEMS, INC.

                               By:  /s/
                                    -----------------------------------------
                                    D.  Ronald  Allen,  President  (principal
                                    executive officer), Treasurer  (principal
                                    financial officer) and Director

      Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
 registration statement  has been  signed by  the  following persons  in  the
 capacities and on the date indicated.

                               /s/
                               ----------------------------------------------
                               Dan Tucker, Controller
                               October 26, 2001


                               /s/
                               ----------------------------------------------
                               Brooks Harmon, Director
                               October 26, 2001

      The Plan.  Pursuant to the requirements of the Securities Act of  1933,
 the trustees (or  other persons who  administer the  employee benefit  plan)
 have duly caused this registration statement  to be signed on its behalf  by
 the undersigned thereunto duly authorized, in  the City of Dallas, State  of
 Texas, on October 26, 2001.

                               AIM FINANCIAL ADVISORS VALUATION ANALYSIS  AND
                               CONSULTING SERVICES PLAN

                               /s/
                               ----------------------------------------------
                               D. Ronald Allen, administrator of the plan  by
                               reason of  his position  as President  of  the
                               Registrant
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{"company-data": {"conformed-name": "INTEGRATED PERFORMANCE SYSTEMS INC", "cik": "0001069562", "assigned-sic": "3674", "irs-number": "113042779", "state-of-incorporation": "NY", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72402", "film-number": "1769151"}, "business-address": {"street1": "10501 FM 720 EAST", "city": "FRISCO", "state": "TX", "zip": "75035", "phone": "9723811212"}, "mail-address": {"street1": "10501 FM 720 EAST", "city": "FRISCO", "state": "TX", "zip": "75035"}, "former-company": {"former-conformed-name": "ESPOS INC", "date-changed": "20000404"}}
FORM S-8

                      SECURITIES AND EXCHANGE COMMISSION

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 ----------------------------------------------------------------------------
                    Integrated Performance Systems, Inc..
              (Exact name of issuer as specified in its charter)

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

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

     AIM Financial Advisors Valuation Analysis and Consulting Services Plan
 ----------------------------------------------------------------------------
                     (Full title of the plan)

   D. Ronald Allen, 7300 N. Dallas Parkway, Suite 2040, Dallas, Texas 75235
 ----------------------------------------------------------------------------
                   (Name and address of agent for service)

                                (972) 381-1212
 ----------------------------------------------------------------------------
         (Telephone umber, including area code, of agent for service)

                       Calculation of Registration Fee
 ----------------------------------------------------------------------------
                                Proposed       Proposed
 Title of          Amount       maximum        maximum           Amount of
 securities to     to be     offering price    aggregate        registration
 be registered   registered     per unit    offering price          fee
 ----------------------------------------------------------------------------
 common stock   35,000 shares    $1.34*         $46,900            $11.73

  * Average of the bid and asked price as of October 24, 2001.   Rule 457(c).
PART II

 Item 3.  Incorporation of Documents by Reference.

      The documents  listed in  (a) through  (c)  below are  incorporated  by
 reference in  this registration  statement; and  all documents  subsequently
 filed by the Issuer pursuant to Sections  13(a), 13(c), 14 and 15(d) of  the
 Securities Exchange Act  of 1934, prior  to the filing  of a  post-effective
 amendment which  indicates that  all securities  offered have  been sold  or
 which deregisters all securities then remaining  unsold, shall be deemed  to
 be incorporated by reference in this  registration statement and to be  part
 hereof from the date of filing of such documents.

      (a)  The registrant's latest annual report.

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of  the
 Exchange Act since the  end of the fiscal  year covered by the  registrant's
 document referred to in (a) above.

      (c)  The  description  of  registrant's  common  stock  ($0.0001   par)
 contained in the registrant's Form 10-KSB, including any amendment or report
 filed for the purpose of updating such description.

 Item 4.  Description of Securities.

      Not applicable.

 Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

 Item 6.  Indemnification of Directors and Officers.

      The Company  has  no  provision  for  indemnification  of  officers  or
 directors at this time; although  the directors anticipate considering  some
 such provision in the relatively near future.

 Item 7.  Exemption from Registration Claimed.

      Not applicable.

 Item 8.  Exhibits.

 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. 5.1   Opinion of counsel, Walker & England,  dated October 26, 2001, re:
           legality.                                                          **

      *    Incorporated by reference to the Registrant's Quarterly Report  on
           Form 10-QSB filed on April 13, 2001.
      **   Filed herewith.

      All other  Exhibits  incorporated  by  reference  to  the  Registrant's
      Registration Statement on Form 10-SB (File No. 1-158211) filed on April
      12, 2000, except if noted otherwise.

 Item 9.  Undertakings.

      Not applicable.
SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act  of
 1933, the registrant  certifies that it  has reasonable  grounds to  believe
 that it meets all of the  requirements for filing on  Form S-8 and has  duly
 caused this  registration  statement to  be  signed  on its  behalf  by  the
 undersigned, thereunto  duly authorized,  in the  City of  Dallas, State  of
 Texas, on October 26, 2001.

                               INTEGRATED PERFORMANCE SYSTEMS, INC.

                               By:  /s/
                                    -----------------------------------------
                                    D.  Ronald  Allen,  President  (principal
                                    executive officer), Treasurer  (principal
                                    financial officer) and Director

      Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
 registration statement  has been  signed by  the  following persons  in  the
 capacities and on the date indicated.

                               /s/
                               ----------------------------------------------
                               Dan Tucker, Controller
                               October 26, 2001

                               /s/
                               ----------------------------------------------
                               Brooks Harmon, Director
                               October 26, 2001

      The Plan.  Pursuant to the requirements of the Securities Act of  1933,
 the trustees (or  other persons who  administer the  employee benefit  plan)
 have duly caused this registration statement  to be signed on its behalf  by
 the undersigned thereunto duly authorized, in  the City of Dallas, State  of
 Texas, on October 26, 2001.

                               AIM FINANCIAL ADVISORS VALUATION ANALYSIS  AND
                               CONSULTING SERVICES PLAN

                               /s/
                               ----------------------------------------------
                               D. Ronald Allen, administrator of the plan  by
                               reason of  his position  as President  of  the
                               Registrant