As filed with the Securities and Exchange Commission on May 13, 2004
--------------------------------------------------------------------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-QSB
         (Mark One)

         |X|      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2004

                                       OR

         | |      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period from ____________ to ________________

                         Commission File No.: 000-07539

                                WINDSORTECH, INC.
        (Exact name of small business issuer as specified in its charter)

                Delaware                                13-2599131
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)

                       70 Lake Drive, Hightstown, NJ 08520
                    (Address of Principal Executive Offices)

                                 (609) 426-4666
                           (Issuer's Telephone Number)

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  | |

         The number of shares  outstanding of each class of our common equity as
of August 1, 2004, is as follows:

   Class of Common Equity                               Number of Shares
   ----------------------                               ----------------
   Common Stock, par value $.01                            24,532,007




         Transitional Small Business Disclosure Format:

         Yes  |X|  No  | |


<PAGE>


                                WINDSORTECH, INC.

                                TABLE OF CONTENTS

Item                     Description                                       Page

PART I - FINANCIAL INFORMATION

 1. Financial Statements (all unaudited)
         Condensed Consolidated Balance Sheets -
             June 30, 2004 and December 31, 2003                              1
         Condensed Consolidated Statements of Operations -
             Three and Six Months Ended June 30, 2004 and 2003                2
         Condensed Consolidated Statement of Stockholders' Equity -
             Six Months Ended June 30, 2004                                   3
         Condensed Consolidated Statements of Cash Flows -
             Six Months Ended June 30, 2004 and 2003                          4
         Notes to Condensed Consolidated Financial Statements                 5
 2.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                       10
 3.      Controls and Procedures                                             14

PART II - OTHER INFORMATION

 1.      Legal Proceedings                                                   14
 2.      Changes In Securities and Use of Proceeds                           15
 3.      Defaults Upon Senior Securities                                     16
 4.      Submission of Matters to a Vote of Security Holders                 16
 5.      Other Information                                                   16
 6.      Exhibits and Reports on Form 8-K                                    17

SIGNATURES                                                                   18

EXHIBITS                                                                     19


                                       i


<PAGE>


PART I    FINANCIAL INFORMATION
Item 1.   Financial Statements

<TABLE>
<CAPTION>

<S>                                                                                                 <C>               <C>

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                                                                          June 30,     December 31,
                                                                                                              2004             2003
                                                                                                      ------------     ------------
                                                                 Assets
Current Assets
 Cash and cash equivalents                                                                           $     503,314     $    270,155
 Accounts receivable, net of reserve of $14,154 in 2004 and $20,000 in 2003                              1,481,799          223,326
 Accounts receivable - related party                                                                        49,900           37,173
 Inventories                                                                                             2,413,718          358,380
 Prepaid expenses and other current assets                                                                  89,030           46,906
 Deferred income taxes                                                                                      37,470           14,528
-------------------------------------------------------------------------------------------------     ------------     ------------
          Total Current Assets                                                                           4,575,231          950,468
Property and Equipment, Net                                                                                520,060          263,187
Deposits And Other Assets                                                                                   83,405           64,851
Goodwill                                                                                                 2,198,772               --
Intangibles, Net                                                                                         3,347,224               --
Deferred Income Taxes                                                                                      250,970          112,492
-------------------------------------------------------------------------------------------------     ------------     ------------
                                                                                                     $  10,975,662     $  1,390,998
=================================================================================================     ============     ============

                                         Liabilities And Stockholders' Equity
Current Liabilities
 Current maturities of capital lease obligations                                                     $       4,904     $      7,555
 Accounts payable                                                                                        1,510,032          268,958
 Accrued expenses                                                                                          918,975          152,796
 Notes payable - Short-term                                                                                510,000               --
 Deferred revenue                                                                                          237,415               --
 Accrued payroll                                                                                           368,906          277,075
 Customer deposits and other current liabilities                                                            55,670               --
 Notes payable - principal stockholders, current portion                                                   100,000            7,192
-------------------------------------------------------------------------------------------------     ------------     ------------
          Total Current Liabilities                                                                      3,705,902          713,576
Notes Payable - Principal Stockholders                                                                     400,000          500,000
Capital Lease Obligations                                                                                      890            3,403
-------------------------------------------------------------------------------------------------     ------------     ------------
          Total Liabilities                                                                              4,106,792        1,216,979
-------------------------------------------------------------------------------------------------     ------------     ------------

Stockholders' Equity
 Preferred shares: Authorized 5,000,000 shares in 2004
   and 2003, $0.01 par value, none issued                                                                       --               --
 Common shares: authorized 35,000,000 shares in 2004 and
   2003, $0.01 par value; 24,426,585 shares issued and outstanding in 2004
   and 16,468,754 shares issued and outstanding in 2003                                                    244,266          164,688
 Common stock warrants                                                                                   1,637,261          116,000
 Additional paid-in capital                                                                              5,609,760          658,599
 Retained earnings (deficit)                                                                              (622,417)        (765,268)
-------------------------------------------------------------------------------------------------     ------------     ------------
Total Stockholders' Equity                                                                               6,868,870          174,019
-------------------------------------------------------------------------------------------------     ------------     ------------
                                                                                                    $   10,975,662    $   1,390,998
=================================================================================================     ============     ============

See the accompanying notes to condensed consolidated financial
statements.                                                           Page 1

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

<S>                                         <C>               <C>               <C>                <C>

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        For The Three and Six Month Periods Ended June 30, 2004 and 2003
                                   (Unaudited)
                                                  Three Months Ended                    Six Months Ended
                                                       June 30,                              June 30
                                          ------------------------------------ ------------------------------------
                                                 2004               2003              2004               2003
                                          ----------------- ------------------ ----------------- ------------------

Revenue                                     $   4,860,474     $   1,823,485     $   7,542,331     $    3,538,957

Cost Of Sales                                   3,358,814         1,301,919         5,270,285          2,740,925
----------------------------------------- ----------------- ------------------ ----------------- ------------------

Gross Profit                                    1,501,660           521,566         2,272,046            798,032

Selling, General And Administrative
   Expenses                                     1,519,920           459,065         2,157,139            871,529

Depreciation And Amortization                      85,103            18,612           110,212             29,435

Interest Expense, net                              17,873            21,458            34,240             46,853
----------------------------------------- ----------------- ------------------ ----------------- ------------------

Income  (Loss) Before Provision
   (Benefit) For Income Taxes                    (121,236)           22,431           (29,545)          (149,785)

Provision (Benefit) For Income Taxes             (180,649)              600          (172,396)             2,200
----------------------------------------- ----------------- ------------------ ----------------- ------------------

Net Income (Loss)                           $      59,413     $      21,831     $     142,851     $     (151,985)
========================================= ================= ================== ================= ==================

Net Income  (Loss) Per Common Share -
   Basic                                    $       0.003     $       0.001     $       0.008     $        (0.01)
Net Income  (Loss) Per Common Share -
   Diluted                                  $       0.003     $       0.001     $       0.007     $        (0.01)
========================================= ================= ================== ================= ==================

Weighted Average Number Of Common
   Shares Outstanding -Basic                   19,422,326        14,914,168        17,945,540         14,914,168
Weighted Average Number Of Common
   Shares Outstanding -Diluted                 21,750,373        14,914,168        20,600,835         14,914,168
========================================= ================= ================== ================= ==================

</TABLE>

--------------------------------------------------------------------------------
See the accompanying notes to condensed consolidated financial statements.
                                                                          Page 2



<PAGE>

<TABLE>
<CAPTION>

<S>                             <C>              <C>          <C>               <C>            <C>                <C>


                               WINDSORTECH, INC.
--------------------------------------------------------------------------------
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     For The Six Months Ended June 30, 2004
                                   (Unaudited)



                                        Common Stock                           Additional        Retained      Total
                              -----------------------------     Common Stock     Paid-in         Earnings      Stockholders'
                                  Number          Amount        Warrants         Capital         (Deficit)     Equity
                              ------------- --------------- --------------- ---------------- ---------------- ------------------

Balance - December 31, 2003     16,468,754      $ 164,688       $ 116,000        $ 658,599      $ (765,268)       $  174,019

Common Stock Warrants
Issued                                                          1,521,261                                          1,521,261

Common Stock Issued              6,000,000         60,000                        1,718,739                         1,778,739

Common Shares Issued For         1,957,831         19,578                        3,230,422                         3,250,000
Qualtech Acquisition

Stock Option Compensation                                                            2,000                             2,000

Net Income                               -              -               -                -         142,851           142,851

Balance - June 30, 2004         24,426,585       $244,266     $ 1,637,261       $5,609,760     $  (622,417)       $6,868,870
----------------------------- ------------- --------------- --------------- ---------------- ---------------- ---------------

</TABLE>


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

See the accompanying notes to condensed consolidated financial statements.

                                                                          Page 3


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                 <C>                 <C>

                               WINDSORTECH, INC.
--------------------------------------------------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For The Six Months Ended June 30, 2004 and 2003
                                   (Unaudited)


                                                                                           2004                 2003
                                                                                 -------------------- ------------------
Cash Flows From Operating Activities
   Net Income (Loss)                                                                $   142,851         $   (151,985)
   Adjustments to reconcile net income (loss) to net cash provided by operating
      activities:
         Depreciation and amortization                                                  110,212               29,435
              Stock option compensation expense                                           2,000                    -
              Deferred tax benefit                                                     (180,647)                   -
         Changes in assets and liabilities:
            Increase in accounts receivable                                             (27,492)            (247,100)
            (Increase) decrease in inventories                                       (1,230,713)             282,991
            (Increase) decrease in prepaid expenses and other assets                    (21,948)              12,473
            Increase in deposits and other assets                                        (4,000)                   -
            Increase in accounts payable                                                637,594               78,863
            Increase in accrued expenses                                                575,304              207,077
-------------------------------------------------------------------------------- -------------------- ------------------
Net Cash Provided By Operating Activities                                                 3,161              211,754
-------------------------------------------------------------------------------- -------------------- ------------------

Cash Used In Investing Activities
     Payments for property and equipment                                                (52,927)             (67,087)
     Payments for Qualtech acquisition, net of cash acquired                         (3,004,719)                   -
-------------------------------------------------------------------------------- -------------------- ------------------
Net Cash Used In Investing Activities                                                (3,057,646)             (67,087)
-------------------------------------------------------------------------------- -------------------- ------------------

Cash Flows From Financing Activities
     Net proceeds from the sale of common stock and warrants                          3,300,000                    -
   Net payments on notes payable - officers                                              (7,192)            (129,663)
   Payments on capital lease obligations                                                 (5,164)              (4,772)
-------------------------------------------------------------------------------- -------------------- ------------------
Net Cash Provided By (Used In) Financing Activities                                   3,287,644             (134,435)
-------------------------------------------------------------------------------- -------------------- ------------------

Net Increase In Cash And Cash Equivalents                                               233,159               10,232

Cash And Cash Equivalents - Beginning Of Period                                         270,155               54,383
-------------------------------------------------------------------------------- -------------------- ------------------
Cash And Cash Equivalents - End of Period                                         $     503,314         $     64,615
================================================================================ ==================== ==================

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

See the accompanying notes to condensed consolidated financial statements.


</TABLE>

                                       4


<PAGE>

                               WINDSORTECH, INC.
--------------------------------------------------------------------------------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION


         The accompanying  unaudited condensed consolidated financial statements
of  WindsorTech,  Inc. ("WTI" or the "Company") as of June 30, 2004 and December
31,  2003 and for the three  months and six months  ended June 30, 2004 and 2003
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America for interim  financial  information and with the
instructions  to Form 10-QSB and Item 310 of Regulation S-B under the Securities
Exchange Act of 1934. Accordingly they do not include all of the information and
footnotes  required by accounting  principles  generally  accepted in the United
States of America  for  complete  financial  statements.  In the  opinion of the
Company's  management,  all  adjustments  (consisting  of only normal  recurring
adjustments)  considered  necessary to present  fairly the  financial  position,
results of  operations or cash flows have been made.  Certain  reclassifications
have been made for consistent presentation.


         The statement of  operations  for the three months and six months ended
June 30, 2004 is not necessarily  indicative of the results that may be expected
for the entire year ending December 31, 2004. These statements should be read in
conjunction with the financial  statements and related notes thereto included in
our Annual Report on Form 10-KSB for the year ended December 31, 2003.

2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         Business Organization


         The Company was incorporated in August 2001 as a New Jersey corporation
and commenced  business  operations on October 1, 2001. On January 30, 2002, the
Company merged with and into Delta States Oil, Inc. ("Delta"),  a publicly owned
corporation  incorporated  in Delaware on November 17, 1967 under the name Camco
Systems,  Inc.,  which was changed in December 1967 to Automated  Data Sciences,
Inc. and on January 28, 1974 to Delta.  Delta,  which was previously  engaged in
oil and gas exploration and drilling  operations,  had not engaged in any active
business since May 4, 1981.  Concurrent with the Merger,  Delta changed its name
to WindsorTech,  Inc. On May 28, 2004, we purchased QualTech  International Corp
and QualTech Services Group.  QualTech  International Corp sells refurbished IBM
mainframes  and  associated  IBM  peripherals  to  companies  around  the world.
QualTech Services Group provides hardware maintenance  solutions and information
systems consulting services to businesses in the United States.

         We are a technology  services  company.  We purchase and sell  computer
equipment and related products worldwide.  We also provide maintenance  services
for IBM mainframes and associated  peripherals  and provide  complete  equipment
asset management  services  including data security  services and  environmental
compliance.

         We purchase  excess,  used and off-lease,  "as-is" and  refurbished IBM
mainframes and associated IBM  peripherals,  midrange  computers and pc computer
equipment and related products from a variety of sources  including Fortune 1000
companies,  and leasing and finance  companies.  Our products are  remarketed to
brokers,  exporters,  wholesalers,  retailers,  value added resellers,  schools,
corporate  end-users,  or we disassemble  them and remarketed  them as component
parts.

         We  sell a wide  range  of  used,  "as-is"  and  refurbished  products,
including mainframe and associated peripherals, midrange computers, notebook and
desktop  computers,  monitors,  processors,  disk drives,  CD's, DVD's,  modems,
printers and memory. We only remarket mainframe and associated  peripherals that
are  manufactured by IBM. The majority of the pc computers we offer for sale are
brand name Intel Pentium class or equivalent products manufactured by IBM, Dell,
Compaq, Apple, Sony, Fujitsu, Hewlett-Packard,  Gateway, Toshiba and other major
manufacturers. We provide maintenance services for IBM mainframes and associated
peripherals and provide complete  equipment asset management  services including
data security services and environmental  compliance. We consider these


                                       5


<PAGE>


items to be our "principal product".  We operate in one segment and consider the
sales of these  products and services  provided as our single source of revenue.
Our business is marginally  seasonal,  with the July - September  period usually
being slower than other periods.

         We have office and  warehouse  space in  Hightstown,  New  Jersey,  and
Eagan,  Minnesota,  and  satellite  sales and  business  development  offices in
California, Colorado, Connecticut,  Illinois, New York, Texas, Florida, Michigan
and Wyoming. See Note 4 below.


         Estimates


         The preparation of financial statements,  in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America,  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.


         Earnings (Loss) Per Share


         Basic  earnings  (loss)  per  share  is  computed  on the  basis of the
weighted average number of common shares outstanding. Diluted earnings per share
is  computed  on the basis of the  weighted  average  number  of  common  shares
outstanding  plus the effect of all dilutive  potential  common shares that were
outstanding during the period. A reconciliation of shares used calculating basic
and diluted  earnings per share for the three and six months ended June 30, 2004
and 2003 are as follows:

<TABLE>
<CAPTION>

<S>                               <C>                  <C>                   <C>                  <C>

                               Three Months Ended June 30,                 Six Months Ended June 30,
                        ------------------------------------------ ------------------------------------------
                                2004                 2003                  2004                 2003
                                ----                 ----                  ----                 ----
Basic                             19,422,326           14,914,168            17,945,540           14,914,168
Stock options                      1,756,939                    -             1,973,271                    -
Stock warrants                       571,108                    -               679,024                    -
                        --------------------- -------------------- --------------------- --------------------
Diluted                           21,750,373           14,914,168            20,600,835           14,914,168
                        ===================== ==================== ===================== ====================

</TABLE>

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


         Stock-Based Compensation

         The Company accounts for stock-based employee compensation arrangements
in accordance  with the  provisions of APB Opinion No. 25,  Accounting for Stock
Issued to  Employees,  and complies with the  disclosure  provisions of SFAS No.
123,  Accounting  for  Stock-Based  Compensation.  Under  APB  Opinion  No.  25,
compensation cost is recognized over the vesting period based on the difference,
if any, on the date of grant between the fair value of the  Company's  stock and
the amount an employee must pay to acquire the stock.

         Had compensation cost for these plans been determined based on the fair
value at the grant  dates for awards  under  these  plans,  consistent  with the
alternative  method set forth under SFAS No.  123,  Accounting  for  Stock-Based
Compensation, the Company's expenses for the three and six months ended June 30,
2004 and 2003 would have increased. The pro forma amounts are indicated below:

<TABLE>
<CAPTION>

<S>                                    <C>                     <C>               <C>            <C>

                                       Three Months Ended June 30,               Six Months Ended June 30,
                               -------------------------------------------- ------------------------------------
                                            2004                   2003               2004                2003
                               ---------------------- --------------------- ------------------ -----------------


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

                                       6

<PAGE>



Net income (loss), as reported             $     59,413      $    21,831      $      142,851      $   (151,985)
Add: Stock-based employee compensation
expense included in reported net income
(loss), net of related tax effects                2,000               --               2,000                --
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effects           (1,683,243)            (288)         (2,735,214)             (288)
Pro forma net income (loss)                $ (1,621,830)     $    21,543      $   (2,590,363)     $   (152,273)
Earnings per share:
Basic - as reported                        $      0.003      $     0.001      $        0.008      $     (0.010)
Diluted - as reported                      $      0.003      $     0.001      $        0.007      $     (0.010)
Basic - Pro forma                          $     (0.084)     $     0.001      $       (0.144)     $     (0.010)
Diluted - Pro forma                        $     (0.084)     $     0.001      $       (0.144)     $     (0.010)

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

</TABLE>

         The  weighted  average per share fair value of the options  granted was
$1.20 and  $0.003 for the three and six  months  ended  June 30,  2004 and 2003,
respectively.  The fair value of each option granted is estimated on the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
weighted-average assumptions:

                                                       2004               2003
                                          ------------------ ------------------

   Risk-free interest rates                            3.7%               2.9%
   Expected option lives                            5 years            5 years
   Expected volatilities                               100%                 0%
   Expected dividend yields                              0%                 0%

         Impact of Recently Issued Accounting Standards

         In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised
December 2003), Consolidation of Variable Interest Entities, which addresses how
a business  enterprise  should evaluate  whether it has a controlling  financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest  Entities,  which was issued in January 2003.
The Company  will be required  to apply FIN 46R to  variable  interests  in VIEs
created after  December 31, 2003. For any VIEs that must be  consolidated  under
FIN 46R that were created before January 1, 2004,  the assets,  liabilities  and
noncontrolling  interests  of the VIE  initially  would  be  measured  at  their
carrying amounts with any difference between the net amount added to the balance
sheet and any previously  recognized interest being recognized as the cumulative
effect of an  accounting  change.  If  determining  the carrying  amounts is not
practicable, fair value at the date FIN 46R first applies may be used to measure
the assets,  liabilities and noncontrolling interest of the VIE. The adoption of
this  standard had no impact on the Company's  financial  position or results of
operations.

3.       INVENTORIES


         Inventories at June 30, 2004 and December 31, 2003 consist of:

                                                  2004                 2003
                                             --------------    -----------------
   Finished goods                              $1,688,883        $    276,794
   Inventory in transit                           739,835              96,586
   Allowance for excess and obsolescence          (15,000)            (15,000)
                                             --------------    -----------------

                                       7


<PAGE>

                                               $2,413,718        $    358,380
                                             ==============    =================


4.        CHANGE IN CONTROL/MERGER

         On January 30, 2002,  pursuant to the terms of an Agreement and Plan of
Merger among the Company, Delta States Oil, Inc. and Alfred D. Morgan, PhD., the
Company  was merged  with and into Delta in a tax-free  merger  ("Merger"),  and
Delta was renamed WindsorTech,  Inc. Delta, in consideration for acquiring 100%,
or  25,000,000  shares,  of the  outstanding  common  stock  of WTI,  issued  an
aggregate of 9,000,000 shares of its common stock,  allocated equally among Marc
Sherman,  Edward L. Cummings,  Carl C. Saracino,  Michael P. Sheerr and David A.
Loppert. The exchange ratio was 0.36 Delta shares for each WTI share.


         Following the merger,  the surviving  Company had 11,999,168  shares of
its Common Stock  outstanding,  9,000,000,  or  approximately  75%, of which are
owned in equal amounts by Marc Sherman,  Edward L.  Cummings,  Carl C. Saracino,
Michael P. Sheerr and David A. Loppert.


         Delta, a publicly owned company with approximately  3,300 shareholders,
was  incorporated in Delaware on November 17, 1967 under the name Camco Systems,
Inc., which was changed in December 1967 to Automated Data Sciences, Inc. and on
January  28,  1974  to  Delta.  Delta  was  previously  engaged  in oil  and gas
exploration  and drilling  operations but had not engaged in any active business
since May 4, 1981.


         The  business  purpose of the merger was to allow the  Company to merge
into and become part of an entity  that would  allow it to satisfy  requirements
for quotation on a recognized stock exchange.  The surviving Company, which is a
Delaware  corporation,  is now actively  engaged in purchasing and selling large
volumes of off-lease/off finance excess, used,  refurbished and "as-is" computer
equipment and related products and has recently established the Asset Management
Group to provide  services to  companies  wishing to maximize the value of their
computer equipment coming to the end of its useful or book life.


         For accounting  purposes,  the Merger of Delta and WTI has been treated
as a  recapitalization  of  WTI  as  the  acquirer  (reverse  acquisition).  The
historical  financial  statements of WTI became those of the  Registrant and the
assets and  liabilities  of Delta  accounted for as required  under the purchase
method of accounting. Pro forma information giving effect to the acquisition has
not been presented  since the merger was  essentially a capital  transaction and
not a business combination.


5.        FINANCING

         On April 24, 2002,  the Company  entered into a secured loan  agreement
with its  principal  stockholders.  The  agreement  was amended on September 30,
2002,  February  28, 2003 and March 29, 2004 to extend the  maturity  date.  The
loans are  secured  by  substantially  all of the  assets of the  Company.  Each
principal   stockholder  loaned  the  Company  $110,000  (for  an  aggregate  of
$550,000).  The loans bear  interest at the rate of 12% per annum with  interest
only payments  payable monthly in arrears.  As of June 30, 2004, the outstanding
principal stockholder loans were $500,000. $100,000 plus all accrued interest is
due and payable on January 31, 2005.  $400,000 plus all accrued  interest is due
and payable on January 31, 2006. The loan agreement, as amended, provides, among
other standard and customary  terms,  that when the Company  arranges  permanent
long  or  short-  term  financing,  the  principal  stockholder  loans  will  be
subordinate  to such  permanent  financing,  if required.  At  maturity,  at the
election of the  principal  stockholders,  the Company shall repay such loans in
cash or in a combination of cash and shares of the Company's Common Stock,  with
such stock valued at the current  "market  value"  determined by a  professional
valuation service. The Company and the principal  stockholders also entered into
an InterCreditor Agreement.


                                       8


<PAGE>


         During  the  year  ended  December  31,  2002,  Qualtech  International
Corporation entered into a revolving credit loan with a bank. This loan provided
for borrowings limited to the lesser of $750,000 or the borrowing base of 75% of
eligible accounts receivable.  Interest on the loan was payable monthly at prime
(4.0%  at June 30,  2004).  The loan was  secured  by all of the  assets  of the
Company and the personal guarantee of the former owners.


         This  loan was  amended  in July  2003  and  again  in  February  2004,
extending the maturity date to April 30, 2005. The new terms include a borrowing
base of 75% of  eligible  accounts  receivable  plus  25% of  inventories,  with
eligible inventories not to exceed $1,200,000.


         The Company  arranged a second  revolving  line of credit with the same
bank in February 2004.  This loan provides for borrowings  limited to the lesser
of $1,500,000 or the borrowing base of 75% of eligible accounts  receivable plus
25% of inventories, with eligible inventories not to exceed $1,200,000. Interest
on this loan is payable at the prime rate plus one percent,  with all  principle
due April 30, 2005. This line of credit contains a covenant  whereby the Company
must  maintain a  liabilities  to tangible  net worth of not greater than 2.5 to
1.0.

         At June 30, 2004,  the Company had  borrowings  under this  facility of
$510,000.


5.        ACQUISITIONS


        On May 28,  2004,  we completed  the purchase of all of the  outstanding
shares  of  QualTech  International  Corporation  and  its  affiliate,  QualTech
Services  Group,  Inc.  QualTech   International   Corp  sells  refurbished  IBM
mainframes  and  associated  IBM  peripherals  to  companies  around  the world.
QualTech Services Group provides hardware maintenance  solutions and information
systems consulting  services to businesses in the United States. The acquisition
was  accounted  for  under  the  purchase  method  of  accounting.  Identifiable
intangible  assets of  $3,400,000  have been  recorded  based  upon  preliminary
estimates as of the date of  acquisition.  The excess of purchase price over the
fair value of the assets and liabilities of $2,198,772 was recorded as goodwill.
Any changes to the  preliminary  estimates will be reflected as an adjustment to
goodwill. Preliminary estimates were obtained using the assistance of an outside
valuation  company.  Under the terms of the agreement,  QualTech's  shareholders
received a combination of 1,957,831 shares of Windsortech  common stock and cash
totaling  $6.5  million of which $3.25  million  was cash and $3.25  million was
common stock.


         In considering  the benefits of the Qualtech  acquisitions,  management
recognized  the  strategic  complement  of  Qualtech's  products,  services  and
customer  database.  This  complement  provides a strong  platform  for  further
development of our pc asset management services.


         The  results  of  Qualtech   have  been   included  in  the   Condensed
Consolidated Financial Statements since May 1, 2004. Unaudited pro forma results
of  operations  for the three and six months  ended  June 30,  2004 and 2003 are
included  below.  Such pro forma  information  assumes that the  acquisition had
occurred as of January 1, 2003, and revenue is presented in accordance  with our
accounting  policies.  This summary is not  necessarily  indicative  of what our
result of operations  would have been had Qualtech been a combined entity during
such periods,  nor does it purport to represent  results of  operations  for any
future periods.

<TABLE>
<CAPTION>

<S>                                                   <C>                     <C>              <C>

                                                     Three Months Ended            Six Months Ended
                                                          June 30,                     June 30,
                                                            2004                  2004              2003

Revenue                                               $ 8,127,980             $ 16,184,538     $ 10,405,800


                                       9


<PAGE>


Net Income                                              $  63,739               $  342,714       $  267,267

Net Income Per Common Share - Basic                       $ 0.003                  $ 0.014          $ 0.012

Net Income Per Common Share - Diluted                      $0.002                  $ 0.011          $ 0.009

</TABLE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         This  following  discussion  should  be read in  conjunction  with  the
accompanying  financial statements and related notes in Item 1 of this report as
well as Annual  Report on Form  10-KSB for the year  ended  December  31,  2003.
Certain  statements  in this  Report,  constitute  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933,  Section 21E of
the Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995.  We intend that such  forward-looking  statements be subject to the
safe harbors created thereby.

         All such  forward-looking  information involves risks and uncertainties
and may be affected by many factors, some of which are beyond our control. These
factors include:
        o       Our growth strategies.
        o       Anticipated trends in our business and demographics.
        o       Our ability to successfully integrate the business operations of
                recently acquired  companies;  and
        o       Regulatory, competitive or other economic influences.

         Forward-looking   statements   involve   known   and   unknown   risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by such forward-looking  statements.  Such
factors include,  among others, the following:  our continued ability to sustain
our growth through  continuing  vendor  relationships,  development of our Asset
Management  Group  ("AMG")  and future  business  acquisitions;  the  successful
consummation  and  integration of future  acquisitions;  the ability to hire and
retain key personnel; the continued development of our technical, manufacturing,
sales, marketing and management capabilities;  relationships with and dependence
on third-party  suppliers;  anticipated  competition;  uncertainties relating to
economic  conditions where we operate and payment and clearance systems to which
we are subject;  uncertainties  relating to government and regulatory  policies;
uncertainties  relating to customer plans and commitments;  rapid  technological
developments  and  obsolescence  in the products we sell and the  industries  in
which we operate and compete;  existing and  potential  performance  issues with
suppliers and customers;  governmental export and import policies;  global trade
policies;   worldwide  political  stability  and  economic  growth;  the  highly
competitive   environment  in  which  we  operate;   potential   entry  of  new,
well-capitalized  competitors  into our  markets;  and  changes  in our  capital
structure  and cost of capital.  The words  "believe",  "expect",  "anticipate",
"intend" and "plan" and similar expressions identify forward-looking statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements, which speak only as of the date the statement was made.

RECENT DEVELOPMENTS

         On April 19,  2004,  David A.  Loppert  filed a  Complaint  against the
Company in the Chancery Court of New Castle County, Delaware, Case No. 394-N, in
which he  asserted  that he  remained a  director  and  officer  of the  Company
notwithstanding  the Company's  position that he no longer held those positions.
Settlement discussions were held and a dispute arose as to whether agreement had
been reached.  On May 14, 2004,  Mr.  Loppert filed a second  lawsuit,  Case No.
441-N in which he asserted


                                       10


<PAGE>


that a settlement had been reached and that he would  acknowledge that he was no
longer an officer or director  provided the Company  delivered to him options to
purchase 1.1 million  shares of the  Company's  common stock at $1.10 per share.
The Company  defended and asserted that final  agreement had never been reached.
However, on June 25, 2004, the Delaware Chancery Court ruled that an enforceable
settlement  had been  reached.  The Company is presently  evaluating  whether to
appeal.  Additionally,  the court ruled the Company must pay Mr. Loppert's legal
fees related to this matter. Based upon the Court's decision in this matter, Mr.
Loppert may remain as an employee of the Company through September 30, 2004.

         On May  26,  2004,  in a  Confidential  Private  Placement  to  certain
investors, we completed the sale of 6,000,000 shares of our Common Stock at $.60
per share and 6,000,000 warrants.  3,000,000 of the warrants are exercisable for
a period  of five  years at a price of $1.50  per  share  and  3,000,000  of the
warrants  are  exercisable  for a period  of five  years at a price of $3.60 per
share. The exercise price of the warrants is subject to an adjustment,  based on
the Company's  earnings before  interest,  taxes,  depreciation and amortization
(EBITDA) for the year ended December 31, 2004.

         On May 28, 2004,  we completed  the purchase of all of the  outstanding
shares QualTech International  Corporation and its affiliate,  QualTech Services
Group, Inc. Under the terms of the agreement, QualTech's shareholders received a
combination of 1,957,831  shares of  Windsortech  common stock and cash totaling
$6.5 million of which $3.25 million is cash and $3.25 million is common stock.

RESULTS OF OPERATIONS

         The following table sets forth,  for the periods  indicated  below, the
relationships to total revenue of line items in our statements of operations.


<TABLE>
<CAPTION>

<S>                                                        <C>              <C>            <C>             <C>


                                                          Three Months Ended               Six Months Ended
                                                               June 30,                        June 30,
                                                    -------------------------------- ------------------------------
                                                            2004             2003             2004          2003
                                                    --------------- ---------------- -------------- ---------------
                                                              %                %              %               %
Revenue                                                    100.0            100.0          100.0           100.0
Cost Of Sales                                               69.1             71.4           69.9            77.5
--------------------------------------------------- --------------- ---------------- -------------- ---------------
Gross Profit                                                30.9             28.6           30.1            22.5
Selling, General And Administrative Expenses                31.3             25.2           28.6            24.6
Depreciation And Amortization                                1.8              1.0            1.5              .8
Interest Expense, net                                        0.3              1.2            0.4             1.3
--------------------------------------------------- --------------- ---------------- -------------- ---------------
Income (Loss) Before Provision (Benefit) For
   Income Taxes                                             (2.5)             1.2           (0.4)           (4.2)

Provision (Benefit) For Income Taxes                        (3.7)               -          (2.3)              .1
--------------------------------------------------- --------------- ---------------- -------------- ---------------
Net Income (Loss)                                            1.2              1.2           1.9             (4.3)
=================================================== =============== ================ ============== ===============

</TABLE>


Quarter Ended June 30, 2004 Compared to Quarter Ended June, 2003

         Revenue for the quarter ended June 30, 2004 was $4,860,474  compared to
revenue  of  $1,823,485  for the  quarter  ended  June 30,  2003,  a  $3,036,989
increase,  or  166.5%.  $1,541,888  of the  increase  was a result of our recent
acquisitions  and the  balance  was due to organic  growth of our core  business
which came from our increased market penetration.


         Gross  profit  for the  quarter  ended  June 30,  2004  was  $1,501,660
compared to a gross  profit of $521,566  for the quarter  ended June 30, 2003, a
$980,094 increase,  or 187.9%. Gross margin was 30.9% for the quarter ended June
30, 2004 compared to 28.6% for the quarter ended June 30, 2003.


                                       11

<PAGE>


         Gross  margin  for 2004  increased  over the same  period in 2003.  The
increase  in gross  margin  came from the  addition of  mainframe  products  and
mainframe  services to our revenue mix,  where the margins  achieved were higher
than in those in our PC business.


         Selling, general and administrative expenses for the quarter ended June
30,  2004 were  $1,519,920  compared  to  selling,  general  and  administrative
expenses of $459,065 for the quarter ended June 30, 2003, a $1,060,855 increase,
or 231.1%.  Of this  increase,  $380,000 was due to the  recording of a one time
settlement expense,  $267,000 was from the acquired  companies,  and the balance
due to increased use of temporary agencies to obtain qualified personnel, salary
increases and increased professional fees.


         Depreciation  and  amortization for the quarter ended June 30, 2004 was
$85,103  compared to  depreciation  and  amortization of $18,612 for the quarter
ended June 30, 2003, a $66,491 increase, or 357.3%. This increase was the result
of depreciation and the amortization of intangibles from the acquired  companies
and a full quarter of fixed asset additions that were made in 2003.


         Interest  expense  for the  quarter  ended June 30,  2004,  was $17,873
compared to interest  expense of $21,458 for the quarter  ended June 30, 2003, a
$3,585 decrease,  or (16.7)%,  commensurate  with a decrease in the level of the
Company's borrowings.


         The company did  recognize  a deferred  tax benefit  during the quarter
ended June 30,  2004,  from the  reversal  of  valuation  allowances  previously
established  against the Company's  deferred tax assets,  as it anticipates that
such benefit is more likely than not to be realized.  In the quarter  ended June
30, 2003,  the Company did not record any federal tax liability and expensed its
state tax obligations.


Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003


         Revenue for the six months ended June 30, 2004 was $7,542,331  compared
to revenue of  $3,538,957  for the six months  ended June 30, 2003, a $4,003,374
increase,  or  113.1%.  $1,541,888  of the  increase  was a result of our recent
acquisitions  and the  balance  was due to organic  growth of our core  business
which came from our increased market penetration.


         Gross  profit for the six months  ended  June 30,  2004 was  $2,272,046
compared to a gross profit of $798,032 for the six months ended June 30, 2003, a
$1,474,014 increase,  or 184.7%. Gross margin was 30.1% for the six months ended
June 30, 2004 compared to 22.5% for the six months ended June 30, 2003.


          During the six months ended June 30, 2003,  the company was faced with
a market that slowed  down due to the war in Iraq.  As a result,  we had to sell
product at lower margins to attract  buyers.  Our trend of better margins in the
fourth  quarter of 2003  continued  through the six months  ended June 30, 2004.
This trend is the result of our  ability  to acquire  product at more  favorable
prices and our shift in revenue  mix from  selling  complete  systems to selling
parts, where the margins are better.


         Selling,  general and administrative  expenses for the six months ended
June 30, 2004 were $2,157,139  compared to selling,  general and  administrative
expenses  of  $871,529  for the six months  ended June 30,  2003,  a  $1,285,610
increase, or 147.5%. Selling,  general and administrative expense increased as a
result  of  recording  a one  time  settlement  expense  of  $380,000,  $267,000
attributable to the companies  acquired and the balance due to the increased use
of  temporary  agencies to obtain  qualified  personnel,  salary  increases  and
increased professional fees.


         Depreciation  and  amortization  for the six months ended June 30, 2004
was $110,212  compared to depreciation  and  amortization of $29,435 for the six
months ended June 30, 2003, an $80,777  increase,


                                       12


<PAGE>


or 274.4%.  This increase was the result of depreciation and the amortization of
intangibles  from the  acquired  companies  and a full  quarter  of fixed  asset
additions that were made in 2003.


         Interest  expense for the six months ended June 30,  2004,  was $34,240
compared to interest  expense of $46,853 for the six months ended June 30, 2003,
a $12,613 decrease, or (26.9)%,  commensurate with the decrease in the Company's
borrowings.


         The  Company  did  recognize  a deferred  tax benefit in the six months
ended June 30,  2004,  from the  reversal  of  valuation  allowances  previously
established  against the Company's  deferred tax assets,  as it anticipates that
such  benefit is more likely than not to be realized.  In the 2003  period,  the
Company did not recognize a tax benefit and expensed its state tax obligations.


Geographic Areas


          We operate  solely in the United  States and have no assets in foreign
countries.  However,  we sell to  customers  in  foreign  countries.  All of our
purchases and sales are  denominated  in US dollars,  and we recorded no foreign
currency transaction gains or losses during any period.


Liquidity and Capital Resources

         Net cash provided by operating  activities in the six months ended June
30, 2004 and 2003, was $3,161 and $211,754,  respectively.  Net cash provided by
operating  activities  during the period ended June 30, 2004 was  primarily as a
result of net income,  and  increase in accounts  payable and accrued  expenses,
offset by an increase in accounts  receivable,  increase in inventories,  and an
increase in prepaid expenses.  Net cash provided by operating  activities during
the period  ended June 30,  2003 was the result of a decrease in  inventory,  an
increase in  accounts  payable  and  accrued  expenses  offset by an increase in
accounts receivable and the net loss for the period.

         Net cash used in investing  activities in the six months ended June 30,
2004 was $3,057,646 compared to $67,087 net cash used in investing activities in
the six months ended June 30, 2003. Net cash used in investing activities in the
six months  ended June 30,  2004 was for the  Qualtech  acquisition  and for the
purchase  of fixed  assets.  Net cash used in  investing  activities  in the six
months ended June 30, 2003 was for the purchase fixed assets.

         Net cash provided by financing activities for the six months ended June
30,  2004 was  $3,287,644.  This was the result of the sale of common  stock and
warrants,  reduced by payments on capital  leases and payments on officer  notes
payable.  Net cash used in financing  for the six months ended June 30, 2003 was
$134,435.  This was the result of payments on officer notes payable and payments
on capital leases.

         We believe  that cash  generated  from  operations,  together  with our
available cash resources,  will be sufficient to meet our cash  requirements for
at least the next 12 months.  However,  we may need to raise additional funds to
finance  unanticipated  working capital requirements or to acquire complementary
businesses.

         We do not have any material commitments for capital expenditures during
the next twelve  months.  Any required  expenditure  will be  completed  through
internally generated funding.


         We did not have any significant  elements of income or loss not arising
from continuing operations in either of the periods ended June 30, 2004 and 2003
and do not expect any in the  remainder  of fiscal  2004.  While our business is
marginally  seasonal,  we do not  expect  this  seasonality  to have a  material
adverse affect on our results of operations or cash flows.

Impact of Recently Issued Accounting Standards


                                       13


<PAGE>


         In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised
December 2003), Consolidation of Variable Interest Entities, which addresses how
a business  enterprise  should evaluate  whether it has a controlling  financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest  Entities,  which was issued in January 2003.
The Company  will be required  to apply FIN 46R to  variable  interests  in VIEs
created after  December 31, 2003. For any VIEs that must be  consolidated  under
FIN 46R that were created before January 1, 2004,  the assets,  liabilities  and
noncontrolling  interests  of the VIE  initially  would  be  measured  at  their
carrying amounts with any difference between the net amount added to the balance
sheet and any previously  recognized interest being recognized as the cumulative
effect of an  accounting  change.  If  determining  the carrying  amounts is not
practicable, fair value at the date FIN 46R first applies may be used to measure
the assets,  liabilities and noncontrolling interest of the VIE. The adoption of
this  standard had no impact on the Company's  financial  position or results of
operations.



ITEM 3              CONTROLS AND PROCEDURES


Evaluation of disclosure controls and procedures


         It is the Chief Executive  Officer's and the Chief Financial  Officer's
responsibility  to ensure that we maintain  disclosure  controls and  procedures
designed  to  provide  reasonable  assurance  that  material  information,  both
financial and non-financial, and other information required under the securities
laws to be disclosed is identified and  communicated  to senior  management on a
timely  basis.  Our  disclosure   controls  and  procedures   include  mandatory
communication of material events, automated accounting processing and reporting,
management  review of monthly  results  and an  established  system of  internal
controls.


         As of June 30, 2004, management,  including the Chief Executive Officer
and Chief Financial Officer,  conducted an evaluation of disclosure controls and
procedures  pursuant  to  Exchange  Act Rule  13a-14 as of the end of the period
covered by this report.  Based on that evaluation,  the Chief Executive  Officer
and  Chief  Financial  Officer  have  concluded  the  disclosure   controls  and
procedures  currently in place are adequate to ensure  material  information and
other  information  requiring  disclosure are identified and  communicated  in a
timely fashion.  There have been no significant changes in internal controls, or
in factors that could significantly affect internal controls,  subsequent to the
date the Chief  Executive  Officer and Chief Financial  Officer  completed their
evaluation

Changes in internal control over financial reporting

         During the period covered by this report, there have been no changes in
the Company's  internal  control over financial  reporting that have  materially
affected or are reasonably  likely to materially  affect the Company's  internal
control over financial reporting.


Part II - OTHER INFORMATION

ITEM 1.             LEGAL PROCEEDINGS

         On April 19,  2004,  David A.  Loppert  filed a  Complaint  against the
Company in the Chancery Court of New Castle County, Delaware, Case No. 394-N, in
which he  asserted  that he  remained a  director  and  officer  of the  Company
notwithstanding  the Company's  position that he no longer held those positions.
Settlement discussions were held and a dispute arose as to whether agreement had
been reached.  On May 14, 2004,  Mr.  Loppert filed a second  lawsuit,  Case No.
441-N in which he asserted


                                       14


<PAGE>


that a settlement had been reached and that he would  acknowledge that he was no
longer an officer or director  provided the Company  delivered to him options to
purchase 1.1 million  shares of the  Company's  common stock at $1.10 per share.
The Company  defended and asserted that final  agreement had never been reached.
However, on June 25, 2004, the Delaware Chancery Court ruled that an enforceable
settlement  had been  reached.  The Company is presently  evaluating  whether to
appeal.  Additionally,  the court ruled the Company must pay Mr. Loppert's legal
fees related to this matter. Based upon the Court's decision in this matter, Mr.
Loppert may remain as an employee of the Company through September 30, 2004.

         The Company also is party to legal  proceedings,  which arise from time
to time in the ordinary course of business. In the opinion of management,  these
proceedings  are not likely to have a material  adverse  affect on the financial
position,  results of operations or cash flows of the Company.  Such estimate of
potential  impact on the  Company  could  change in the  future  depending  upon
matters in suit and the course of specific litigation.


ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

         On May  26,  2004,  in a  Confidential  Private  Placement  to  certain
investors, we completed the sale of 6,000,000 shares of our Common Stock at $.60
per share and 6,000,000 warrants.  3,000,000 of the warrants are exercisable for
a period  of five  years at a price of $1.50  per  share  and  3,000,000  of the
warrants  are  exercisable  for a period  of five  years at a price of $3.60 per
share. The exercise price of the warrants is subject to an adjustment,  based on
the Company's  earnings before  interest,  taxes,  depreciation and amortization
(EBITDA) for the year ended December 31, 2004.

         On May 28, 2004,  we completed  the purchase of all of the  outstanding
shares  of  QualTech  International  Corporation  and  its  affiliate,  QualTech
Services Group, Inc. Under the terms of the agreement,  QualTech's  shareholders
received a combination of 1,957,831 shares of Windsortech  common stock and cash
totaling $6.5 million of which $3.25 million is cash and $3.25 million is common
stock.

         The following table lists all unregistered securities sold/issued by us
between April 1, 2004 and June 30, 2004. These shares were issued to the persons
listed below in connection with the sale of shares  referred to above,  and were
issued without  registration in reliance upon the exemption  provided by Section
4(2) of the  Securities  Act of 1933,  as  amended or Rule 506 of  Regulation  D
promulgated thereunder.


<TABLE>
<CAPTION>

<S>                           <C>            <C>            <C>     <C>        <C>                        <C>


                                              Aggregate             Number                                Number of
                                              Amount of               of                                    Common
Name/Entity/Nature            Date of Sale   Consideration  Note    Persons      Issued For                 Shares
------------------            ------------   -------------  ----    -------      ----------                 ------

                                                                               Private Placement of
Barron Partners LP               May-04       $2,900,000      1        1              Shares              4,833,333
                                                                               Private Placement of
Michael H. Weiss                 May-04          $50,040      1        1              Shares                 83,400
                                                                               Private Placement of
Guerilla Partners LP             May-04         $429,960      1        1              Shares                716,600
                                                                               Private Placement of
Bismark Investment, Inc.         May-04         $100,000      1        1              Shares                166,667
                                                                               Private Placement of
Guerilla IRA Partners LP         May-04          $50,040      1        1              Shares                 83,400
                                                                               Private Placement of
Odin Partners LP                 May-04          $69,960      1        1              Shares                116,600
                                                                               Private Placement of
Joel L. Owens                    May-04       $2,848,413      2        1              Shares              1,715,911
                                                                               Private Placement of
Jolene L. Owens                  May-04         $401,587      2        1              Shares                241,920


                                       15


<PAGE>

                                              Aggregate             Number                                Number of
                                              Amount of               of                                    Common
Name/Entity/Nature            Date of Sale   Consideration  Note    Persons      Issued For                 Shares
------------------            ------------   -------------  ----    -------      ----------                 ------

                                                                                                       -------------
                               Total Shares Issued                                                        7,957,831
                                                                                                       =============

</TABLE>

1.      Represents  an aggregate of  6,000,000  restricted  shares of our common
        stock sold to 6 investors  for a  Represents  an  aggregate of 6,000,000
        restricted shares of our common stock sold to 6 investors for a total of
        $3,600,000,  or $.60 per share plus 6,000,000 warrants which transaction
        was exempt from total of  $3,600,000,  or $.60 per share plus  6,000,000
        warrants which transaction was exempt from registration pursuant to Rule
        506 of Regulation D promulgated  under the Securities Act. The investors
        registration  pursuant to Rule 506 of Regulation D promulgated under the
        Securities  Act.  The  investors  were either  accredited  investors  or
        sophisticated investors, and the total offering was to less than 10 were
        either accredited  investors or sophisticated  investors,  and the total
        offering  was to less  than 10  non-accredited  investors.  There was no
        general  solicitation  or  advertising  for the  sale of  these  shares,
        non-accredited   investors.   There  was  no  general   solicitation  or
        advertising  for the sale of these shares,  and the investors had access
        to or were  provided  with  relevant  financial  and  other  information
        relating and the  investors had access to or were provided with relevant
        financial  and  other  information  relating  to  us.  The  certificates
        representing  the  shares  were  legended  to  indicate  that  they were
        restricted.  to  us.  The  certificates  representing  the  shares  were
        legended to indicate that they were restricted.

2.      Represents  shares issued in connection with the acquisition of Qualtech
        International  Corporation  and  Represents  shares issued in connection
        with  the   acquisition  of  Qualtech   International   Corporation  and
        Affiliate,  valued at $1.66 per share, which transaction was exempt from
        registration  pursuant to Section Affiliate,  valued at $1.66 per share,
        which transaction was exempt from registration  pursuant to Section 4(2)
        of the Act. The  certificates  representing  the shares were legended to
        indicate that they were 4(2) of the Act. The  certificates  representing
        the  shares  were  legended  to  indicate  that  they  were  restricted.
        restricted.



ITEM 3.             DEFAULTS UPON SENIOR SECURITIES

          Not applicable.


ITEM 4.             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


ITEM 5.             OTHER INFORMATION

         None


                                       16


<PAGE>


ITEM 6.             EXHIBITS AND REPORTS ON FORM 8-K


Exhibits
           See List of Exhibits filed as part of this  quarterly  report on Form
10-QSB.

Reports on Form 8-K
        1. Current  Report on Form 8K filed with the Commission on June 9, 2004,
        under Item 5. "Other  Events"  reporting the sale of 6 million shares of
        common stock and 6 million warrants.
        2. Current Report on Form 8K filed with the Commission on June 10, 2004,
        under Item 2.  "Acquisition  of Assets"  reporting  the  acquisition  of
        Qualtech International Corporation and Qualtech Services Group.


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                                    SIGNATURE

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   WINDSORTECH, INC.
                                   (Registrant)

Dated:    August 13, 2004          By:           /S/ MARC SHERMAN
                                         ---------------------------------------
                                                   Marc Sherman
                                              Chief Executive Officer

Dated:    August 13, 2004          By:        /S/ EDWARD L. CUMMINGS
                                         ---------------------------------------
                                                  Edward L. Cummings
                                         Vice President, Chief Financial Officer


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LIST OF EXHIBITS

Exhibit Number   Description
---------------- ---------------------------------------------------------------

2.1     Agreement  and Plan of Merger by and between  WindsorTech,  Inc.,  Delta
        States Oil,  Inc.  and Alfred D.  Morgan,  Ph. D dated  January 29, 2002
        (incorporated  herein by reference  to Exhibit 99.1 to the  Registrant's
        Current  Report on Form 8-K filed with the  Commission  on February  13,
        2002 (Commission file number 00000-07539)).

2.2     Agreement and plan of Merger by and among  Windsortech,  Inc.,  Qualtech
        International  Corporation and Qualtech Service Group, Inc. dated May 1,
        2004.

3.1     Certificate of Amendment of Certificate of Incorporation of WindsorTech,
        Inc. **

3.2     Amended and Restated ByLaws of WindsorTech,  Inc.  (Incorporated  herein
        reference to Exhibit 3.2 to the  Registrant's  Quarterly  Report on Form
        10-QSB filed with the  Commission  on August 19, 2002  (Commission  file
        number 000-07539)).

3.3     Action by Consent in Writing of a Majority of Stockholders dated May 19,
        2004 concerning Amended and Restated By Laws.

4.1     Specimen  Common Stock  Certificate of WindsorTech,  Inc.  (Incorporated
        herein reference to Exhibit 4.1 to the Registrant's  Quarterly Report on
        Form 10-QSB  filed with the  Commission  on August 19, 2002  (Commission
        file number 000-07539)).

4.2     Form of Stock Purchase Agreements with Barron Partners,  L.P., Guerrilla
        Capital, and Odin Partners et al. dated May 26, 2004.

4.3     Form of  Registration  Rights  Agreements  with Barron  Partners,  L.P.,
        Guerrilla Capital, and Odin Partners et al. dated May 26, 2004.

4.4     Form of Common Stock  Purchase  Warrant at $1.50 per share dated May 28,
        2004.

4.5     Form of Common Stock  Purchase  Warrant at $3.60 per share dated May 28,
        2004

4.6     Form of Registration  Rights  Agreement with Joel Owens and Jolene Owens
        dated May 1, 2004.

10.1*   Employment and Non-Compete Agreement - Edward L. Cummings **

10.2*   Employment and Non-Compete Agreement - David A. Loppert **

10.3*   Employment and Non-Compete Agreement - Carl C. Saracino **

10.4*   Employment and Non-Compete Agreement - Michael P. Sheerr **

10.5*   Employment and Non-Compete Agreement - Marc Sherman **

10.6*   2002 Flexible Stock Plan (Incorporated  herein reference to Exhibit 10.6
        to the  Registrant's  Quarterly  Report on Form  10-QSB  filed  with the
        Commission on April 16, 2002 (Commission file number 000-07539)).

10.7    Promissory Note executed by the Company.  As of April 24, 2002 this note
        was paid in full  (Incorporated  herein reference to Exhibit 10.7 to the
        Registrant's  Quarterly  Report on Form 10-QSB filed with the Commission
        on August 19, 2002 (Commission file number 000-07539)).


                                       19


<PAGE>


Exhibit Number   Description
---------------- ---------------------------------------------------------------
10.8    Loan Agreement by and among Marc Sherman,  Edward L. Cummings,  David A.
        Loppert, Carl C. Saracino,  Michael P. Sheerr and WindsorTech,  Inc., on
        and as of April 24, 2002 (Incorporated  herein reference to Exhibit 10.8
        to the  Registrant's  Quarterly  Report on Form  10-QSB  filed  with the
        Commission on August 19, 2002 (Commission file number 000-07539)).

10.9    Lease Agreement  (Incorporated  herein  reference to Exhibit 10.9 to the
        Registrant's  Quarterly  Report on Form 10-QSB filed with the Commission
        on August 19, 2002 (Commission file number 000-07539)).

10.10   Amendment  to Loan  Agreement  by and  among  Marc  Sherman,  Edward  L.
        Cummings,  David A.  Loppert,  Carl C.  Saracino,  Michael P. Sheerr and
        WindsorTech,  Inc.,  on and as of March 31,  2002  (Incorporated  herein
        reference to Exhibit 10.10 to the Registrant's  Quarterly Report on Form
        10-QSB filed with the  Commission on November 4, 2002  (Commission  file
        number 000-07539)).

10.11   Second Amendment to Loan Agreement by and among Marc Sherman,  Edward L.
        Cummings,  David A.  Loppert,  Carl C.  Saracino,  Michael P. Sheerr and
        WindsorTech,  Inc., on and as of February 28, 2003 (Incorporated  herein
        reference to Exhibit 10.11 to the Registrant's  Quarterly Report on Form
        10-QSB filed with the Commission on May 13, 2003 (Commission file number
        000-07539)).

10.12   Employment and Non-Compete Agreement - Joel Owens

16.1    Letter from Milton Reece,  CPA ("Reece")  concurring with the statements
        made by the  Registrant  in the  Current  Report  on Form 8-K  reporting
        Reece's   resignation   as   the   Registrant's   principal   accountant
        (incorporated  herein by  reference  to Exhibit  16 to the  Registrant's
        Current  Report on Form 8-K filed with the  Commission  on February  13,
        2002 (Commission file number 000-07539)).

31.1*** Chief  Executive  Officer  Certification  Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002

31.2*** Chief  Financial  Officer  Certification  Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002

32.1*** Certification  of Chief Executive  Officer and Chief  Financial  Officer
        Pursuant to 18 U.S.C.ss.1350,  as Adopted Pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002.

*       Management contract or compensatory plan.

**      Incorporated  herein by  reference to the same  numbered  exhibit in the
        Registrant's  Transition Report on Form 10-KSB filed with the Commission
        on April 1, 2002 (Commission file number 000-07539).

***     Attached hereto.

There are no other  documents  required to be filed as an Exhibit as required by
Item 601 of Regulation S-B.


                                       20


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