EXHIBIT 31.2
                                                                    ------------

                                  CERTIFICATION
                                  -------------


I, Edward L. Cummings, Vice President and Chief Financial Officer, certify that:

1.        I have reviewed this Quarterly Report on Form 10-QSB for the quarterly
          period ended June 30 2003 of WindsorTech, Inc (the "Registrant");

2.        Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

3.        Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  Registrant  as of,  and for,  the  periods  presented  in this
          report;

4.        The Registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the Registrant and have:


               (a) Designed such disclosure  controls and procedures,  or caused
               such disclosure  controls and procedures to be designed under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;


               (b) Designed such internal control over financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;


               (c) Evaluated the  effectiveness of the  Registrant's  disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and


               (d)  Disclosed  in this  report  any  change in the  Registrant's
               internal  control over financial  reporting that occurred  during
               the  Registrant's  most recent fiscal  quarter (the  Registrant's
               fourth fiscal  quarter in the case of an annual  report) that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   Registrant's   internal  control  over  financial
               reporting; and

5.        The Registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the Registrant's auditors and the audit committee of the
          Registrant's  board of directors (or persons performing the equivalent
          functions):


               (a) All significant  deficiencies and material  weaknesses in the
               design or operation of

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               internal  control over financial  reporting  which are reasonably
               likely to adversely  affect the  Registrant's  ability to record,
               process, summarize and report financial information; and


               (b) Any fraud, whether or not material,  that involves management
               or  other   employees  who  have  a   significant   role  in  the
               Registrant's internal control over financial reporting.





Date: August 13, 2003                       /s/ Edward L. Cummings
                                            ----------------------

                                            Edward L. Cummings
                                            Vice President and Chief Financial
                                            Officer






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