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 December 1, 2000  to February 28, 2001
 Commission file number 1-15821

                                   Espo's Inc.
                ----------------------------------------------
                (Name of Small Business Issuer in its charter)

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

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

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

                                  No change
 (Former name, former address and former  fiscal year, if changed since  last
 report)

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

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

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

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

      State the number of shares outstanding of each of the issuer's  classes
 of common equity as of the latest practicable date:
             5,971,030 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

<TABLE>

                              Espo's Inc.
                      Consolidated Balance Sheets

 -------------------------------------------------------------------------------

<CAPTION>

                                                       February 28, November 30,
                                                           2001         2000
                                                        ----------   ----------
 <S>                                                   <C>          <C>
 ASSETS                                                (Unaudited)
 Current assets:
  Cash                                                 $    25,462  $    13,681
  Trade accounts receivable, net                           908,313      998,151
  Other receivables                                          7,201       21,489
  Inventory                                              1,256,459    1,040,099
  Prepaid expenses                                          44,625       62,491
                                                        ----------   ----------
          Total current assets                           2,242,060    2,135,911
                                                        ----------   ----------

 Property and equipment, net of depreciation             2,302,655    2,427,643

 Other assets:
  Goodwill, net of amortization                            494,832      498,038
  Loan origination fees, net of amortization                19,344       21,504
  Deposits                                                   9,086        7,280
                                                        ----------   ----------
                                                           523,262      526,822
                                                        ----------   ----------
          Total Assets                                 $ 5,067,977  $ 5,090,376
                                                        ==========   ==========
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
  Short-term borrowings                                $   100,000  $   811,011
  Current maturities of long-term debt                     874,648      530,243
  Lines of credit and note payable                       2,167,279      622,833
  Current portion of royalty payable                       375,000      375,000
  Accounts payable                                       1,010,699    1,178,637
  Accrued expenses                                         728,791      692,178
                                                        ----------   ----------
          Total current liabilities                      5,256,417    4,209,902
                                                        ----------   ----------
 Noncurrent liabilities:
  Long-term debt                                           385,321      705,572

 Stockholders' equity (deficit):
  Preferred stock; par value $0.01; $1,000 per share
   redemption value; 1,000,000 shares authorized:
  Series A - 8% cumulative dividends increasing to
    10%, 12% and 14%, in successive years and 16%
    thereafter; 5,000 shares authorized, 3,000
    issued and outstanding                                      30           30
  Series B - convertible 6%; 900 shares authorized,
    810 shares issued and outstanding                            8            8
  Series C - 12% cumulative dividends; 10,000 shares
    authorized, 7,300 shares issued and outstanding             73           73
  Series D - 4% cumulative dividends; 5,000 shares
    authorized, 350 shares issued and outstanding                4            -
  Additional paid-in capital, preferred stock            6,947,110    6,597,114
  Common stock; par value $0.01, 25,000,000 shares
    authorized, 5,971,030 shares issued and outstanding     59,710       59,710
  Additional paid-in capital, common stock                 259,516      259,516
  Accumulated deficit                                   (7,840,211)  (6,741,549)
                                                        ----------   ----------
          Total stockholders' equity (deficit)            (573,761)     174,902
                                                        ----------   ----------
          Total Liabilities and Stockholders' Equity   $ 5,067,977  $ 5,090,376
                                                        ==========   ==========

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

</TABLE>
<PAGE>
<TABLE>

                                  Espo's Inc.
                    Consolidated Statements of Operations

 --------------------------------------------------------------------------

                                                  Three           Three
                                               Months Ended    Months Ended
                                               February 28,    February 28,
                                                   2001            2000
                                               (Unaudited)     (Unaudited)
                                                ----------      ----------
   <S>                                         <C>             <C>
   Net sales                                   $ 1,388,242     $ 1,998,840

   Cost of sales                                 1,658,036       2,008,752
                                                ----------      ----------
   Gross profit (loss)                            (269,794)         (9,912)

   Expenses:
    General and administrative                     499,905         490,510
    Depreciation and amortization                    7,420           5,427
                                                ----------      ----------
                                                   507,325         495,937
                                                ----------      ----------
   Loss from operations                           (777,119)       (505,849)
                                                ----------      ----------
   Other income (expense):
    Interest expense                               (89,043)       (180,214)
    Miscellaneous income (expense)                       -          80,351
                                                ----------      ----------
                                                   (89,043)        (99,863)
                                                ----------      ----------
   Income (loss) before provision
    for income taxes                              (866,162)       (605,712)

   Provision for income taxes                            -               -
                                                ----------      ----------
   Net loss                                    $  (866,162)    $  (605,712)
                                                ==========      ==========

   Loss available to common stock              $(1,098,662)    $  (670,512)
                                                ==========      ==========

   Loss per share - basic                      $     (0.18)    $     (0.11)
                                                ==========      ==========

   Loss per share - diluted                    $     (0.18)    $     (0.11)
                                                ==========      ==========

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

</TABLE>
<PAGE>
<TABLE>

                               Espo's Inc.
                  Consolidated Statements of Cash Flows

 -------------------------------------------------------------------------------

                                                         Three         Three
                                                      Months Ended  Months Ended
                                                      February 28,  February 29,
                                                          2001          2000
                                                      (Unaudited)    (Unaudited)
                                                        ---------     ---------
 <S>                                                   <C>           <C>
 Cash flows from operating activities:
  Net loss                                             $ (866,162)   $ (605,712)
                                                        ---------     ---------
   Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
    Depreciation and amortization                         138,837       100,755
    Loss on disposal of assets                                  -           312
    Changes in operating assets and liabilities:
     Decrease in  marketable security                           -       320,000
     (Increase) decrease in  trade accounts receivable     89,838       222,948
     (Increase) decrease in other receivables              14,288       105,339
     (Increase) decrease in inventory                    (216,360)        7,262
     (Increase) decrease in prepaid expenses               17,866        (8,923)
     (Increase) decrease in other assets                   (1,806)            -
     Increase in accounts payable                        (167,938)     (116,411)
     Increase (decrease) in accrued expenses               36,613       (23,221)
                                                        ---------     ---------
       Total adjustments                                  (88,662)      608,061
                                                        ---------     ---------
   Net cash provided by (used in) operating activities   (954,824)        2,349
                                                        ---------     ---------
 Cash flows from investing activities:
   Acquisition of property and equipment                   (8,483)      (16,145)
                                                        ---------     ---------
 Cash flows from financing activities:
   Dividends paid                                        (232,500)      (64,800)
   Net proceeds from short-term borrowing                 833,435      (479,812)
   Proceeds from long-term debt                            24,154       565,159
   Proceeds from sale of stock                            350,000             -
                                                        ---------     ---------
    Net cash provided by financing activities             975,089        20,547
                                                        ---------     ---------
 Increase (decrease) in cash                               11,781         6,751

 Cash, beginning of period                                 13,681             -
                                                        ---------     ---------
 Cash, end of period                                   $   25,462    $    6,751
                                                        =========     =========

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

</TABLE>
<PAGE>
                                 ESPO's, Inc.
                  Notes to Consolidated Financial Statements
                        February 28, 2001 (Unaudited)


 BASIS OF PRESENTATION

      The interim financial statements  and summarized notes included  herein
 were prepared in  accordance with generally  accepted accounting  principals
 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 generally  accepted accounting  principals  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 10KSB40 filed  March
 15, 2001.  These interim financial  statements and notes hereto reflect  all
 adjustments which 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:

                              February 28,      November 30,
                                  2001              2000
                               (Unaudited)
                             --------------     -------------
       Finished goods       $             -    $            -
       Work in progress             759,265           490,636
       Raw materials                497,194           549,463
                             --------------     -------------
       Total inventory      $     1,256,459    $    1,040,099
                             ==============     =============


 EARNINGS (LOSS) PER SHARE

 Basic earnings  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
 February 28,  2001 and  February 29,  2000 the  weighted  average  number of
 shares outstanding was 5,971,030 and 5,886,727, respectively.

 Diluted earnings 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 February  28, 2001  and February  29, 2000,  the weighted  average
 number of shares outstanding were 6,167,093 and 5,913,352, respectively.

<PAGE>

 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

                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  on
           computers,  communication  equipments,  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 February 28, 2001.  It  should
           be read in conjunction with the Consolidated Financial  Statements
           and Notes  thereto appearing  in this  Form 10-QSB  for the  three
           months ended February 28, 2001.

           Results of Operations

                Revenue  Sales for the quarter  ended February 28, 2001  were
           $1,388,242, a decrease of 30.55% over sales of $1,998,840 for  the
           comparable period  in 2000.  The quarter  ended February 28,  2001
           reflects the general weakness in  the economy during this  period.
           In addition, this also reflects significant reduction in orders by
           one customer due to over stocking and weak demand.  It is believed
           that demand for  the company's  products will  resume its  growth,
           generating future revenue growth for the Company above the  levels
           attained in the year ended November 30, 2000.
<PAGE>

                Gross Profit   Gross loss for the quarter ended February  28,
           2001 was  $269,794, versus  a gross  loss of  $9,912 in  the  same
           period last year.  This  reflects the unabsorbed factory  overhead
           due to lower sales volume.

                Operating Expenses  For the  quarter ended February 28,  2001
           operating expenses  were $507,325  compared  to $495,937  for  the
           comparable  quarter  of   2000.  These   expenses  should   remain
           relatively constant for the remainder of the year.

                Other Income and Expenses  At  the February 28, 2001  quarter
           net other expense was $89,043, compared  to $99,863 for the  prior
           year.  This  reflects  the reduced  interest expense  as debt  was
           converted to equity during the previous year and the effect of the
           gain on marketable securities in the previous year.

                Liquidity and Cash Resources  For the quarter ended  February
           28, 2001 The Company reported a net loss of $866,162, as  compared
           to the  loss of  $605,712 reported  for the  comparable period  in
           2000.  The Company  expects to become profitable  in the third  or
           fourth quarter of  this year ended  November 30,  2001 based  upon
           anticipated increases in sales.

                Cash resources of $954,825 were  used for operations for  the
           three months ended February 28, 2001, with investment in  property
           and equipment using $8,483,  for a total usage  of  $963,308.  The
           prior year amounts were $2,349  cash from operations, and  $16,145
           for investment, totaling $13,796.  During the current fiscal  year
           these needs were met primarily through debt financing and issuance
           of preferred stock, while needs for  the prior year were  provided
           primarily by debt financing.


                                     Other Matters

           Cash Flow

                      During the three  months ended February  28, 2001,  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.

<PAGE>

                          PART II - OTHER INFORMATION

 Item 2.  Changes in Securities and Use of Proceeds

      During the  period December  1, 2000,  through February  28, 2001,  the
 Company sold Series D Preferred Stock at a total purchase price of  $350,000
 in a limited offering to eight individual accredited investors.  This Series
 D Preferred Stock was issued at $1,000 per share, with a redemption value of
 $2,000 per share.  The stock pays no dividends during the first three  years
 after issue.  After the  first three years the  stock pays dividends at  the
 rate of 4% based  on the redemption  value.  It can  be converted to  common
 stock at any time at the option of the holder at a price of $3 per share  of
 common, based on the redemption value  of the preferred.  (Thus, since  each
 share of Series  D Preferred has  a redemption value  of $2,000,  it can  be
 converted into 666 2/3 shares of the Company's common stock.)

      The proceeds were used for working capital.

      If the Series D Preferred Stock is converted into Common Stock, it will
 have an effect on  the existing Common Stock  equivalent to the issuance  of
 new stock at a price of  $3 per share.  If the  Series D Preferred Stock  is
 not converted into Common Stock, then,  beginning three years from the  date
 of issue of the Series D  Preferred the Common Stock's right to  participate
 in dividends will be deferred until  after the payment of all dividends  due
 on the  Series D  Preferred (as  well  as all  dividends  due on  the  other
 Preferred previously issued).


 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. 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

       *   Filed herewith.

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




                              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.

                                         ESPO'S INC.

 Date: April 13, 2001                    By: /s/ D. Ronald Allen
                                             --------------------------
                                             D. Ronald Allen, President