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, 2000 to August 31, 2000
 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:

                    October 3, 2000 -  5,975,113 shares.

      Transitional Small Business Disclosure Format (Check one):
Yes  [ X ]   No  [   ]
<PAGE>

                        PART 1 - FINANCIAL INFORMATION

 Item. 2  Financial Statements

<TABLE>
                                  Espo's Inc.
                          Consolidated Balance Sheets

<CAPTION>
                                               August 31,         November 30,
                                                  2000                1999
                                               ----------          ----------
<S>                                           <C>                 <C>
ASSETS                                        (Unaudited)
Current assets:
Cash                                          $    17,341         $         -
Securities available for sale                           -             450,000
Trade accounts receivable, net                  1,200,666           1,095,519
Other receivables                                  11,690             114,193
Inventory                                       1,174,880             896,442
Prepaid expenses                                   70,855              35,393
                                               ----------          ----------
        Total current assets                    2,475,432           2,591,547
                                               ----------          ----------

Property and equipment, net of depreciation     3,111,993           3,213,324
                                               ----------          ----------

Other assets:
Goodwill, net of amortization                     498,038             507,657
Loan origination fees, net of amortization         46,727              63,107
Deposits                                           13,490               8,270
                                               ----------          ----------
                                                  558,255             579,034
                                               ----------          ----------
        Total Assets                          $ 6,145,680         $ 6,383,905
                                               ==========          ==========
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                         $   332,689         $   375,558
Current maturities of long-term debt              486,437           1,229,464
Lines of credit and note payable                  752,207             915,461
Current portion of royalty payable                300,000             300,000
Accounts payable                                1,542,282           1,243,663
Advances payable to related parties                15,000              15,000
Accrued expenses                                  641,518             623,232
                                               ----------          ----------
        Total current liabilities               4,070,133           4,702,378
                                               ----------          ----------

Noncurrent liabilities:
Long-term debt                                  1,538,635           1,881,279
Royalty payable                                    75,000              75,000
                                               ----------          ----------
        Total noncurrent liabilities            1,613,635           1,956,279
                                               ----------          ----------
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; 3,000 shares authorized,
  issued and outstanding                               30                  30
Series B - convertible 6%; 900 shares
  authorized, issued and outstanding                    9                   9
Series C - 12% cumulative dividends;
  10,000 shares authorized, 5,300 shares
  issued and outstanding                               53                   -
Additional paid-in capital, preferred stock     5,661,345           3,125,696
Common stock; par value  $0.01, 25,000,000
  shares authorized, 5,866,947 shares issued
  and outstanding                                  59,456              58,669
Additional paid-in capital, common stock          220,917              (9,294)
Accumulated deficit                            (5,479,898)         (3,449,862)
                                               ----------          ----------
        Total stockholders' equity (deficit)      461,912            (274,752)
                                               ----------          ----------
  Total Liabilities and Stockholders' Equity  $ 6,145,680         $ 6,383,905
                                               ==========          ==========

        The accompanying notes are an integral part
        of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                                 Espo's Inc.
                    Consolidated Statements of Operations



                                        Three            Three            Nine             Nine
                                    Months Ended     Months Ended     Months Ended     Months Ended
                                   August 31, 2000  August 31, 1999  August 31, 2000  August 31, 1999
                                        ----------       ----------       ----------       ----------
 <S>                                   <C>              <C>              <C>              <C>
                                       (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)
 Net sales                             $ 2,562,632      $ 2,477,066      $ 6,869,053      $ 5,002,010

 Cost of sales                           2,121,236        2,479,120        6,396,275        4,989,773
                                        ----------       ----------       ----------       ----------
 Gross profit (loss)                       441,396           (2,054)         472,778           12,237
                                        ----------       ----------       ----------       ----------
 Expenses:
 General and administrative                578,106          593,503        1,656,376        1,271,802
 Depreciation and amortization              10,882           14,460           29,700           28,536
 Moving expense                                  -                -                -          221,774
 Loss on disposal of equipment                 265                -              716           45,619
                                        ----------       ----------       ----------       ----------
                                           589,253          607,963        1,686,792        1,567,731
                                        ----------       ----------       ----------       ----------
 Loss from operations                     (147,857)        (610,017)      (1,214,014)      (1,555,494)
                                        ----------       ----------       ----------       ----------
 Other income (expense):
 Interest expense                         (132,389)        (151,954)        (513,855)        (314,453)
 Interest income                                 -                -                -                -
 Miscellaneous income (expense)              2,170                -           82,133          (50,785)
                                        ----------       ----------       ----------       ----------
                                          (130,219)        (151,954)        (431,722)        (365,238)
                                        ----------       ----------       ----------       ----------
 Income (loss) before provision
 for income taxes                         (278,076)        (761,971)      (1,645,736)      (1,920,732)

 Provision for income taxes                      -                -                -                -
                                        ----------       ----------       ----------       ----------
 Net loss                              $  (278,076)     $  (761,971)     $(1,645,736)     $(1,920,732)
                                        ==========       ==========       ==========       ==========
 Loss available to common stock        $  (510,576)     $  (836,371)     $(2,030,036)     $(2,145,789)
                                        ==========       ==========       ==========       ==========
 Loss per share - basic                $     (0.09)     $     (0.14)     $     (0.34)     $     (0.37)
                                        ==========       ==========       ==========       ==========
 Loss per share - diluted              $     (0.09)     $     (0.14)     $     (0.34)     $     (0.37)
                                        ==========       ==========       ==========       ==========

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                               Espo's Inc.
                   Consolidated Statements of Cash Flows
 -------------------------------------------------------------------------------
                                                      Nine             Nine
                                                  Months Ended     Months Ended
                                                 August 31, 2000 August 31, 1999
                                                   ----------        ----------
 <S>                                              <C>               <C>
                                                   (Unaudited)     (Unaudited)
 Cash flows from operating activities:
 Net loss                                         $(1,645,736)      $(1,920,732)
                                                   ----------        ----------
 Adjustments to reconcile net loss to net
 cash provided by (used in) operating activities:
 Depreciation and amortization                        422,933           307,175
 Loss on disposal of assets                               716            45,619
 Inventory allowance                                        -           (60,956)
 Changes in operating assets and liabilities:
  Decrease in marketable security                     450,000                 -
  (Increase) decrease in  trade accounts receivable  (105,147)         (234,016)
  (Increase) decrease in other receivables            102,503            38,360
  (Increase) decrease in inventory                   (278,438)          288,224
  (Increase) decrease in prepaid expenses             (35,462)           (4,543)
  Increase in other assets                             (5,220)          (55,407)
  Increase in accounts payable                        298,619           984,754
  Increase (decrease) in accrued expenses              18,286           302,501
                                                   ----------        ----------
 Total adjustments                                    868,790         1,611,711
                                                   ----------        ----------
 Net cash provided by (used in)
  operating activities                               (776,946)         (309,021)

 Cash flows from investing activities:
 Acquisition of property and equipment               (296,319)         (889,063)
                                                   ----------        ----------
 Net cash used in investing activities               (296,319)         (889,063)
                                                   ----------        ----------
 Cash flows from financing activities:
 Advances from related party                                -            15,000
 Dividends paid                                      (384,300)         (225,057)
 Net proceeds from short-term borrowing               (42,869)          129,009
 Payments on royalty payable                                -           (75,000)
 Proceeds from long-term debt                               -         1,206,614
 Payments on long-term debt                        (1,085,671)
 Net proceeds (payments) from line of
   credit & notes payable                            (163,254)          172,585
 Proceeds from sale of stock                        2,766,700            46,875
                                                   ----------        ----------
 Net cash provided by financing activities          1,090,606         1,270,026
                                                   ----------        ----------
 Increase (decrease) in cash                           17,341            71,942

 Cash, beginning of period                                  -             7,535
                                                   ----------        ----------
 Cash, end of period                              $    17,341       $    79,477
                                                   ==========        ==========

        The accompanying notes are an integral part
        of the consolidated financial statements.
</TABLE>
<PAGE>

                                 Espo's, Inc.
                  Notes to Consolidated Financial Statements
                         August 31, 2000 (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 10SB filed April 12,
 2000.   These interim  financial statements  and  notes hereto  reflect  all
 adjustments which are, in  the opinion of management,  necessary in order to
 make interim financial statements  not misleading.  Such  financial  results
 should not be construed as necessarily indicative of future results.


 INVENTORY

      Inventories consist primarily of the following:

                              August 31,        November 30,
                                 2000              1999
                              ----------        ----------
                             (Unaudited)

       Finished goods        $         -       $         -
       Work in progress          797,079           573,562
       Raw materials             377,801           322,880
                              ----------        ----------
       Total inventory       $ 1,174,880       $   896,442
                              ==========        ==========

 LOSS PER SHARE

      Weighted average shares outstanding was 5,945,600  for  August 31, 2000
 and 5,866,947 for August 31, 1999.

<PAGE>

 Item 2.  Management's Discussion and Analysis

      Forward Looking Statement

      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 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, 2000.  It should be read in
      conjunction  with  the  Consolidated  Financial  Statements  and  Notes
      thereto appearing in this Form 10-QSB for the nine months ended  August
      31, 2000.

      Results of Operations

      Revenues  Sales for the quarter ended August 31, 2000, were $2,562,632,
      an increase of 3.45% over sales of $2,477,066 for the comparable period
      in 1999.  The quarter ended August 31, 2000, is the best sales  quarter
      in Company history, reflecting strong industry demand for the Company's
      telecommunications products.  Management believes that this demand will
      continue to grow, generating future revenue growth for the Company.

      For the nine  months ended August  31, 2000, sales  were $6,869,053,  a
      37.32% increase as  compared to $5,002,010  for the  nine months  ended
      August 31,  1999.   The increase  in sales  for the  nine-month  period
      principally  reflects  the  addition  of  business  from  PC   Dynamics
      beginning in March of 1999.
<PAGE>

      Gross Profit   Gross profit for the quarter ended  August 31, 2000, was
      $441,396, or  17.22%  of  sales.   This  is  an  improvement  over  the
      comparable quarter in 1999, when a gross loss of $2,054 was shown.  For
      the nine months ended August 31, 2000, the  gross profit  is  $472,778,
      compared  to  $12,237  for  the  1999 period.  The improvement in gross
      profit reflects the elimination of excessive scrap issues arising  from
      the PC Dynamics business and better absorption of fixed costs by higher
      sales  volumes.   Management anticipates  that  there  will  be further
      improvement in margins as sales volume increases.

      Operating Expenses    For the quarter ended  August 31, 2000, operating
      expenses were $589,253, compared to $607,963 for the comparable quarter
      of 1999.  Looking at the nine months ended August 31, 2000, expenses of
      $1,687,792 exceeded  the  $1,567,731  reported  for  the  1999  period,
      primarily because of larger administration costs needed for the growing
      organization.

      Other Income and Expenses    At the August  31, 2000, quarter net other
      expense was $130,219,  compared to $151,954  for the prior  year.   The
      nine-month net expense was $431,722, an  increase over the $365,238  of
      the prior year period.   The amounts reflect changes in debt levels  at
      the Company during the respective periods.

      Liquidity and Cash Resources    For the quarter  ended August 31, 2000,
      the Company reported a net loss of $278,076, as compared to the loss of
      $761,971 reported for the  comparable period in  1999.  The  nine-month
      numbers are losses of  $1,645,736 for the  current year and  $1,920,732
      for the  prior year.   The  improvement in  net loss  is primarily  the
      result of the improvement in gross profit discussed above.  The Company
      expects to become profitable in the first or second quarter of its year
      ended November 30, 2001, based on anticipated increases in sales.

      Cash resources of $776,946 were used for operations for the nine months
      ended August 31, 2000, with investment in property and equipment  using
      $296,319, for a total usage of $1,073,265.  The prior year amounts  are
      $309,021  for  operations,  and   $889,063  for  investment,   totaling
      $1,198,084.   During  the current  fiscal  year these  needs  were  met
      primarily through  issuance of  preferred stock,  while needs  for  the
      prior year were provided primarily by debt financing.

      Other Matters

      Cash Flow    During the nine months ended  August 31, 2000, 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 management believes  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 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.                                    *
<PAGE>
 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.                               *
<PAGE>
 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. 27    Financial Data Schedule

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


<PAGE>
                                  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: October 15, 2000             By: /s/ D. Ronald Allen
                                        --------------------------
                                        D. Ronald Allen, President