As filed with the Securities and Exchange Commission on November 4, 2002
--------------------------------------------------------------------------------


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

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

                                   FORM 10-QSB

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2002

                                       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.: 0-7539

                                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) (Zip Code)

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 November 4, 2002, is as follows:

        Class of Common Equity                            Number of Shares
        ----------------------                            ----------------
        Common Stock, par value $.01                         11,999,168


<PAGE>

                                WINDSORTECH, INC.

                                TABLE OF CONTENTS

Item                                  Description                          Page

PART I - FINANCIAL INFORMATION

   1. Financial Statements (all unaudited)
           Balance Sheets -
               September 30, 2002 and December 31, 2001                      2
           Statements of Operations -
               Three and Nine Months Ended September 30, 2002;
               Three Months ended June 30, 2002;
               March 31, 2002 and December 31, 2001                          3
           Statement of Stockholders' Equity (Deficit) -
              Nine Months Ended September 30, 2002                           4
           Statements of Cash Flows -
              Nine Months Ended September 30, 2002 and Three
              Months ended December 31, 2001                                 5
           Notes to Financial Statements                                     6
   2.      Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                     11
   3.      Controls and Procedures

PART II - OTHER INFORMATION

   1.      Legal Proceedings                                                29
   2.      Changes In Securities                                            29
   3.      Defaults Upon Senior Securities                                  29
   4.      Submission of Matters to a Vote of Security Holders              29
   5.      Other Information                                                29
   6.      Exhibits and Reports on Form 8-K                                 30

SIGNATURES                                                                  30
CERTIFICATIONS                                                              31
EXHIBITS                                                                    33

<PAGE>

Part I, Item 1
Financial Statements
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                       WINDSORTECH, INC.
------------------------------------------------------------------------------------------------------------------------------
                                                        BALANCE SHEETS
                                                          (Unaudited)

                                                                                          September 30,          December 31,
                                                                                               2002                 2001 (1)
                                                                                           -----------           ------------
<S>                                                                                        <C>                   <C>
                                     Assets
Current Assets
   Cash and cash equivalents                                                               $    21,344           $    92,602
   Accounts receivable, net of reserve of $22,000 in 2002                                       76,309                51,483
   Accounts receivable - related party                                                          26,884                72,450
   Inventories                                                                                 839,193               277,908
   Prepaid expenses                                                                             96,165                15,963
------------------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                                1,059,895               510,406

Property And Equipment, Net                                                                    102,668                35,146
Deposits                                                                                        39,587                39,287
Other Assets                                                                                        --                   900
------------------------------------------------------------------------------------------------------------------------------

                                                                                           $ 1,202,150           $   585,739
==============================================================================================================================

                 Liabilities And Stockholders' Equity (Deficit)
Current Liabilities
   Current maturities of capital lease obligation                                          $     9,518           $     4,945
   Accounts payable                                                                            151,616                67,564
   Accrued expenses                                                                            143,864               136,400
   Customer deposits                                                                            18,946                    --
   Notes payable - officers, current portion                                                   496,959               156,000
------------------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                             820,903               364,909
Notes Payable - Officers                                                                       500,000                    --
Capital Lease Obligation                                                                        13,495                 8,198
------------------------------------------------------------------------------------------------------------------------------
         Total Liabilities                                                                   1,334,398               373,107
------------------------------------------------------------------------------------------------------------------------------

Commitments And Contingencies                                                                       --                    --

Stockholders' Equity (Deficit)
    Preferred shares: Authorized 5,000,000 shares in 2002
       and 2001, $0.01 par value, none issued                                                       --                    --
   Common shares: authorized 35,000,000 shares in 2002 and
      2001, $0.01 par value; 11,999,168 shares issued and
       outstanding in 2002 and 9,000,000 shares
       issued and outstanding in 2001                                                          119,992                90,000
   Additional paid-in capital                                                                  130,008               160,000
   Retained earnings (deficit)                                                                (382,248)              (37,368)
------------------------------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity (Deficit)                                                 (132,248)              212,632
------------------------------------------------------------------------------------------------------------------------------

                                                                                           $ 1,202,150           $   585,739
==============================================================================================================================

(1) Represents the "Accounting Acquirers" Balance Sheet.

------------------------------------------------------------------------------------------------------------------------------
See the accompanying notes to financial statements.                                                                     Page 2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                       WINDSORTECH, INC.
------------------------------------------------------------------------------------------------------------------------------

                                                   STATEMENTS OF OPERATIONS
                                 For The Three and Nine Month Periods Ended September 30, 2002
                   and For The Three Month Periods Ended June 30, 2002, March 31, 2002 and December 31, 2001
                                                          (Unaudited)

                                        Three Months      Nine Months                                           Three Months
                                               Ended            Ended       Three Months      Three Months             Ended
                                       September 30,     September 30,             Ended             Ended      December 31,
                                                2002              2002     June 30, 2002    March 31, 2002           2001(1)
-----------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>               <C>               <C>               <C>              <C>
Revenue                                 $  1,252,542      $  5,397,002      $  1,954,810      $  2,189,650     $  1,524,848

Cost Of Sales                              1,218,603         4,604,473         1,674,221         1,711,649        1,266,808
-----------------------------------------------------------------------------------------------------------------------------

Gross Profit                                  33,939           792,529           280,589           478,001          258,040
Selling, General And
   Administrative Expenses                   363,673         1,049,942           328,314           357,955          291,577
Depreciation And Amortization                  7,790            12,523             2,420             2,313              934
Delta Merger Expenses                             --            39,599                --            39,599               --
Interest Expense, net                         18,965            35,145            12,639             3,541            2,897
-----------------------------------------------------------------------------------------------------------------------------

Income  (Loss) Before Provision
   (Benefit) For Income Taxes               (356,489)         (344,680)          (62,784)           74,593          (37,368)

Provision (Benefit) For Income
   Taxes                                      (6,773)              200           (23,180)           30,153               --
-----------------------------------------------------------------------------------------------------------------------------

Net Income (Loss)                       $   (349,716)     $   (344,880)     $    (39,604)     $     44,440     $    (37,368)
==============================================================================================================================

  Net Income  (Loss) Per Common
   Share - Basic and Diluted            $      (0.03)     $      (0.03)     $     (0.003)     $      0.004     $     (0.004)
==============================================================================================================================

Weighted Average Number Of Common
   Shares Outstanding -Basic and
   Diluted                                11,999,168        11,665,927        11,999,168        10,999,445        9,000,000
==============================================================================================================================

<FN>
(1) Represents the "Accounting Acquirers" Statement of Operations.
</FN>


------------------------------------------------------------------------------------------------------------------------------
See the accompanying notes to financial statements.                                                                     Page 3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                   WINDSORTECH, INC.
---------------------------------------------------------------------------------------------------------------------
                                      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                     For The Nine Months Ended September 30, 2002
                                                      (Unaudited)


                                                Common Stock            Additional        Retained               Total
                                       -------------------------------     Paid-in        Earnings        Stockholders'
                                            Number           Amount        Capital        (Deficit)    Equity (Deficit)
                                       -------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>             <C>             <C>
Balance - December 31, 2001(1)              9,000,000     $   90,000     $  160,000      $  (37,368)     $  212,632

Merger Consideration - Delta
States Oil, Inc. (2)                        2,999,168         29,992        (29,992)             --              --

Net Loss                                           --             --             --        (344,880)       (344,880)
---------------------------------------------------------------------------------------------------------------------

Balance - September 30, 2002               11,999,168     $  119,992     $  130,008      $ (382,248)     $ (132,248)
=====================================================================================================================

<FN>
(1)  Retroactively  restated to equal the equivalent  number of shares received by the WindsorTech,  Inc.  (Accounting
Acquirer) selling shareholders in connection with the Merger.

(2) Delta States Oil, Inc. shares outstanding or issued in connection with the Merger.
</FN>

---------------------------------------------------------------------------------------------------------------------
See the accompanying notes to financial statements.                                                            Page 4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                          WINDSORTECH, INC.
---------------------------------------------------------------------------------------------------

                                      STATEMENTS OF CASH FLOWS
 For The Nine Months Ended September 30, 2002 And For the Three Month Period Ended December 31, 2001
                                             (Unaudited)



                                                                        Nine Months    Three Month
                                                                              Ended   Period Ended
                                                                      September 30,   December 31,
                                                                               2002        2001(1)
                                                                        -----------    -----------
<S>                                                                      <C>            <C>
Cash Flows From Operating Activities
   Net Loss                                                              $(344,880)     $ (37,368)
   Adjustments to reconcile net income to net cash used in operating
      activities:
         Depreciation and amortization                                      12,523            934
         Changes in assets and liabilities:
            (Increase) Decrease  in accounts receivable                     20,740       (123,933)
            (Increase) in inventories                                     (561,285)      (277,908)
            (Increase) in prepaid expenses                                 (80,202)       (15,963)
            (Increase) Decrease in deposits and other assets                   600        (40,187)
            Increase in accounts payable                                    84,052         67,564
            Increase in accrued expenses                                     7,464        136,400
            Increase in customer deposits                                   18,946             --
---------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                     (842,042)      (290,461)
---------------------------------------------------------------------------------------------------

Cash Used In Investing Activities
   Payments for property and equipment                                     (66,159)       (22,937)
---------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
   Proceeds from the issuance of common stock                                   --        250,000
   Net proceeds from notes payable - officers                              840,959        156,000
   Payments on capital leases                                               (4,016)            --
---------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                  836,943        406,000
---------------------------------------------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash Equivalents                       (71,258)        92,602

Cash And Cash Equivalents - Beginning Of Period                             92,602             --
---------------------------------------------------------------------------------------------------

Cash And Cash Equivalents - End Of Period                                $  21,344      $  92,602
===================================================================================================

Supplemental Disclosure Of Cash Flow Information
   Interest paid                                                         $  11,525      $   2,897
   Income taxes paid                                                        72,200             --

<FN>
(1) Represents the "Accounting Acquirers" Statement of Cash Flow.
</FN>


---------------------------------------------------------------------------------------------------
See the accompanying notes to financial statements.                                          Page 5
</TABLE>

<PAGE>

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                          Notes to Financial Statements


1.     Basis of Presentation

       The  accompanying  unaudited  financial  statements of WindsorTech,  Inc.
("WTI", the "Company" or the "Accounting Acquirer") as of September 30, 2002 and
December 31, 2001 and for the three and nine months ended September 30, 2002 and
for the three months  ended June 30, 2002,  March 31, 2002 and December 31, 2001
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 301 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  statements  of  operations  for the  three  and  nine  months  ended
September  30,  2002,  and for the three months ended June 30 2002 and March 31,
2002, are not necessarily indicative of the results that may be expected for the
entire year. These  statements  should be read in conjunction with the financial
statements and related notes thereto included in our Transitional Report on Form
10-KSB for the quarter ended December 31, 2001.

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. The Company operates out
of a 38,000  square  foot  facility  in New Jersey and has  satellite  sales and
business development offices in Florida. 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. See Note 6 below.


       The Company purchases excess,  used and off-lease "as-is" and refurbished
computer  equipment  and related  products  from a variety of sources  including
Fortune 1000 companies and leasing and finance  companies,  and either remarkets
those  products  to  brokers,  exporters,  wholesalers,  retailers,  value added
resellers, schools, corporate end-users or individuals, or disassembles them and
separates  and  sells  the  components  as parts  and  recycles  the  unsaleable
components, such as metal covers, plastics and other components, both nationally
and internationally.


       The Company is in the process of establishing an asset  management  group
("AMG") to provide complete  computer asset management and recovery  services to
entities wishing to dispose of, upgrade or recycle their existing  technological
assets.


       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

                                       6
<PAGE>
                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                          Notes to Financial Statements

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.


       Revenue Recognition


       For product sales,  the Company  recognizes  revenue at the time products
are shipped and title is  transferred,  which is in  accordance  with the stated
shipping terms. Revenue is recognized in accordance with these shipping terms so
long as a purchase  order or verbal  commitment  has been received or a contract
has been  executed,  there  generally are no  uncertainties  regarding  customer
acceptance,  the sales price is fixed and  determinable  and  collectibility  is
deemed  probable.  If  uncertainties  exist  regarding  customer  acceptance  or
collectibility,  revenue  is  recognized  when  those  uncertainties  have  been
resolved.  The Company provides a limited warranty on some of its products.  The
Company  analyzes  its  estimated  warranty  costs and  provides an allowance as
necessary, based on experience.


       Cash And Cash Equivalents


       The Company considers all liquid instruments purchased with a maturity of
three months or less to be cash equivalents.


       Inventories


       Inventories  consist primarily of computer  equipment,  parts and related
products,  and are  valued  at the  lower  of cost  (average  cost)  or  market.
Substantially  all  inventory  items are  finished  goods.  The Company  closely
monitors and analyzes inventory for potential obsolescence and slow-moving items
on an  item-by-item  basis.  Inventory  items  determined to be obsolete or slow
moving are reduced to net  realizable  value.  Inventory in transit  consists of
items of inventory  for which the Company has  purchased and assumed the risk of
loss, but which has not yet been received into stock at the Company's facility.


       Property And Equipment


       Property   and   equipment  is  stated  at  cost,   net  of   accumulated
depreciation.  Expenditures  for  maintenance  and repairs  are charged  against
operations as incurred. Upon retirement or sale, any assets disposed are removed
from the accounts and any resulting  gain or loss is reflected in the results of
operations.  Capitalized  values of property under leases are amortized over the
life of the lease or the estimated life of the asset, whichever is less.


       Property,  equipment,  leasehold  improvements and computer  software are
depreciated  or  amortized  using  the  straight-line  method  over 2 to  5-year
periods.


       Deposits


       Deposits  principally  consist of the lease deposit for the Company's New
Jersey facility. The deposit is refundable at the expiration of the lease. Since
the lease term extends  beyond  twelve  months,  the deposit is  classified as a
long-term asset.


       Income Taxes


       At the commencement of its operations,  WTI elected S Corporation  status
under  provisions of the Internal  Revenue Code.  Through  January 30, 2002, the
effective date of the Merger with Delta,  the Company was not liable for federal
income taxes, but rather the stockholders will include their  distributive

                                       7
<PAGE>
                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                          Notes to Financial Statements

share of the taxable income or loss of the Company on their 2002 personal income
tax  returns.  As of January 31,  2002,  as a result of the Merger,  the Company
reverted to C Corporation status under the Internal Revenue Code.


       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.  Dilutive securities have not been calculated for
the period from inception to December 31, 2001, or for the three and nine months
ended September 30, 2002, or for the three month periods ended June 30, 2002 and
March 31,  2002,  because the  potentially  dilutive  securities  of the Company
(consisting of stock options granted to employees) did not have a public market.


       Fair Value Of Financial Instruments


       The carrying  amounts of financial  instruments  including  cash and cash
equivalents, accounts receivable and accounts payable approximate fair value due
to the relatively short maturity of these instruments. The carrying value of the
capital lease obligation, including the current portion, approximates fair value
based on the incremental  borrowing rates currently available to the Company for
financing with similar terms and maturities.


       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.

3.     Inventories

       Inventories at September 30, 2002 and December 31, 2001 consist of:

<TABLE>
<CAPTION>
                                                  September 30,         December 31,
                                                           2002                 2001
                                                  -------------         ------------
<S>                                                   <C>                 <C>
       Finished goods                                 $ 614,525           $ 277,908
       Inventory in transit                             244,668                  --
       Allowance for excess and obsolescence            (20,000)                 --
                                                      ---------           ---------
                                                      $ 839,193           $ 277,908
                                                      =========           =========
</TABLE>

                                       8
<PAGE>

                                WINDSORTECH, INC.
                          Notes to Financial Statements
--------------------------------------------------------------------------------

3.     Property And Equipment


       Property  and  equipment  at  September  30, 2002 and  December  31, 2001
comprise:

<TABLE>
<CAPTION>
                                            September 30,         December 31,
                                                     2002                 2001
                                            -------------         ------------
<S>                                             <C>                 <C>
       Furniture and fixtures                   $  14,037           $  14,037
       Equipment                                   36,479              18,143
       Leasehold improvements                       7,427                  --
       Computer equipment and software             58,183                  --
                                                ---------           ---------
                                                  116,126              32,180
       Less:  accumulated depreciation            (13,458)               (934)
                                                ---------           ---------
                                                  102,668              31,246
       Construction in progress                        --               3,900
                                                ---------           ---------
                                                $ 102,668           $  35,146
                                                =========           =========
</TABLE>

       At September 30, 2002 and at December 31, 2001, equipment includes assets
acquired  under capital lease  obligations in the amount of $32,135 and $18,143,
respectively.  Amortization expense of these capital lease assets is included in
depreciation expense.


       Depreciation  charged against income amounted to $12,523 and $934 for the
nine months ended  September  30, 2002 and the three  months ended  December 31,
2001.

4.     Capital Leases

       The Company leases certain equipment under non-cancelable capital leases.
The assets  acquired  under these leases have been  capitalized  and the related
obligations  included in capital lease obligations in the financial  statements.
The remaining  future  minimum  lease  payments at September 30, 2002 are due as
follows:

       Year                                                           Amount
       ------------------------------------------------------------------------

       2002                                                          $  2,758
       2003                                                            11,032
       2004                                                             8,123
       2005                                                             3,477
       ------------------------------------------------------------------------
       Total future minimum lease payments                             25,390
       Less: Amount representing interest                              (2,377)
       ------------------------------------------------------------------------
       Present value of future minimum lease payments                  23,013
       Less:  Current portion                                          (9,518)
       ------------------------------------------------------------------------
                                                                     $ 13,495
       ========================================================================

                                       9
<PAGE>

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                          Notes to Financial Statements

5.     Related Party Transactions


       The Company had sales to a customer  related to two  stockholders and two
officers  of the  Company.  Sales to this  customer  amounted  to  approximately
$1,072,000  for the nine month period ended  September 30, 2002, and amounted to
approximately  $520,000  for the three month  period  ended  December  31, 2001.
Accounts receivable from this customer amounted to $26,884 at September 30, 2002
and $72,450 at December 31, 2001.


6.     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.  Following  the  merger,  the 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.


       As a result  of the  Merger,  the  Company  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  is
establishing  a  technology  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  Company  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 is  essentially  a  capital  transaction  and not a
business combination.


7.     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 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)  with  interest  only  payments at 12% payable
monthly in arrears,  and all interest and accrued  principal  due and payable on
January 31, 2004. 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.

                                       10
<PAGE>


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

       This  discussion  should  be read in  conjunction  with the  accompanying
financial  statements  and related notes in Item 1 of this report as well as our
Transition  Report on Form 10-KSB for the three month period ended  December 31,
2001.  Certain  statements  made  in this  report  may  contain  forward-looking
statements.  For a  description  of risks  and  uncertainties  relating  to such
forward-looking statements, see the Risk Factors sections later in this Item.

BUSINESS DESCRIPTION

Recent Developments - Change of Control of the Company; Merger of
     WindsorTech, Inc. with and into Delta States Oil, Inc.

       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.  Following  the  merger,  the 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.

       WTI,  the  accounting   acquirer,   was  incorporated  as  a  New  Jersey
corporation  in August 2001,  and  commenced  business  operations on October 1,
2001.  WTI was  organized  to purchase and sell large  volumes of  off-lease/off
finance excess,  used,  refurbished and "as-is"  computer  equipment and related
products.

       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 and was previously  engaged in oil and gas exploration
and drilling  operations but had not engaged in any active business since May 4,
1981.

       As a result of the Merger,  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 is establishing a technology 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.

       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
listing on a national stock exchange.

       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  Company  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 is  essentially  a  capital  transaction  and not a
business combination.

       Alfred D. Morgan,  Saul Horing,  Robert Maerz and Larry  Neuman,  who had
served as officers  and  directors of Delta prior to the Merger  resigned  those
positions.  Marc  Sherman,  David A. Loppert,  Andrew  Paciocco and Constance K.
Weaver were appointed to fill the vacancies on the board of directors created by
such resignations, and the following persons became the Company's officers:

                                       11
<PAGE>

<TABLE>
<CAPTION>
               Name                      Age                             Position
---------------------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>
Marc Sherman ...................         39       Chairman, Chief Executive Officer, President, Director
Edward L. Cummings..............         52       Vice President, Chief Financial Officer, Treasurer
Carl C. Saracino................         32       Vice President, Operations
Michael P. Sheerr...............         45       Vice President, Sales
David A. Loppert................         48       Vice President, Business Development, Secretary, Director
</TABLE>

       Marc  Sherman  served  as a  director  and  Chief  Executive  Officer  of
Intellesale,  Inc. (and its  predecessor,  Universal  Commodities  Corp.),  from
December  1994 to July 2001, a company that  purchased and sold large volumes of
off-lease/off  finance excess, used,  refurbished and "as-is" computer equipment
and related products and which provided technology asset management to companies
wishing to maximize the value of their computer  equipment  coming to the end of
its useful or book lives.  Prior to 1994, Mr. Sherman served in key positions in
various family  businesses.  Mr. Sherman has over fifteen years of experience in
marketing,   operations   and   executive   management.   Mr.   Sherman  is  the
brother-in-law of Mr. Sheerr and Ms. Weaver.


       Edward L. Cummings  served as Executive Vice  President,  Chief Financial
Officer and Secretary of  Intellesale,  Inc. from July 1999 to February 2001. He
joined its predecessor  company  Universal  Commodities Corp. in October 1995 as
controller  and was  elected to the board of  directors  in January  1997.  From
September 1994 to October 1995 he owned TCC, Inc., an operator of several retail
gift shops.  From December 1981 to September 1994 he was Chief Financial Officer
and Treasurer of Albert E. Price, Inc., a giftware import and export company.


       Carl C. Saracino  served as Vice  President,  Operations of  Intellesale,
Inc. from July 1999 to June 2001. He joined its  predecessor  company  Universal
Commodities Corp. in October 1995 as operations manager. Prior to that he served
as assistant to Mr. Sherman in several of Mr. Sherman's businesses.


       Michael P. Sheerr served as Vice President of Cybertech,  Inc., a company
engaged in remarketing  computer  memory,  from January 2001 to September  2001.
From  September  1997 to  January  2001 he was Vice  President  of Garden  State
Metals,  a metal trading  company.  From October 1992 to September 1997 he owned
Consolidated Metal Trading,  a metal trading company.  From 1984 to October 1992
he was Vice President and owner of Pennmetal, Inc., a metal trading company. Mr.
Sheerr is the brother-in-law of Mr. Sherman.


         David  A.  Loppert  served  as  Chief  Executive   Officer  of  SysComm
International Corporation, a network and systems integrator,  from December 2000
to July 2001. From February 1997 to November 2000, he was Vice President,  Chief
Financial Officer and Assistant Secretary of Applied Digital Solutions, Inc., an
advanced  technology  development  company.  From  1996 to  1997,  he was  Chief
Financial  Officer of Bingo Brain,  Inc., a  manufacturer  of a hand-held  bingo
computer,  and from 1994 to 1996, he was Chief Financial  Officer of both C.T.A.
America, Inc. and Ricochet International,  L.L.C, both of which were involved in
the importation and distribution of footwear.  Mr. Loppert started his financial
career with Price  Waterhouse,  an  international  accounting  firm,  in 1978 in
Johannesburg,  South  Africa,  before  moving to its Los Angeles  Office in 1980
where he rose to the position of Senior  Manager.  He holds Bachelor  degrees in
Accounting and Commerce, as well as a Higher Diploma in Accounting, all from the
University of the  Witwatersrand,  Johannesburg,  and was designated a Chartered
Accountant (South Africa) in 1980.


         Other Senior  Executives  who have joined the Company  since its merger
with Delta are:

         Robert D.  Jackson,  age 35,  joined the  Company in April 2002 as Vice
President,  AMG Marketing and Investor  Relations.  From December 1999 to August
2001,  Mr.  Jackson  served as Vice  President,  Investor  Relations for Applied
Digital Solutions, an advanced technology development company. Prior to

                                       12
<PAGE>

that Mr. Jackson served on the management  team at Janus mutual funds in Denver,
Colorado.  From February 1997 to January 1999, Mr. Jackson was President and CEO
of R.D. Jackson & Associates, Inc., an investment banking and investor relations
consulting firm which he founded.

       David Harris,  age 35, joined the Company in May 2002 as Vice  President,
Information  and  Technology.  Mr. Harris is  responsible  for the  development,
implementation and maintenance of the Company's  information  technology systems
and processes.  Prior to joining the Company,  Mr. Harris was, from October 2001
to May 2002 a private  consultant and, from April 1998 to October 2001,  Network
and Systems Administrator for Intellesale, Inc. Prior thereto, from 1984 to 1998
he  has  held  various  positions  as  Network  and  Systems  Administrator  and
Programmer for various companies.


       Constance  K.  Weaver  resigned  as a  director  on August  19,  2002 for
personal  reasons and the vacancy  created by her  resignation  has not yet been
filled.  Set forth below is the name and the present  principal  occupation  and
employment of our outside director.


       Andrew Paciocco,  age 42, serves as Managing  Executive of the Palm Beach
office of the Northern Trust Bank of Florida N.A.. Mr.  Paciocco joined Northern
Trust  Bank in  February  of 1999 as a  Private  Banking  Relationship  Manager.
Subsequently,  he assumed the  responsibilities  of Trust New  Business  Officer
before being appointed to his present position as Managing  Executive.  Prior to
joining  Northern  Trust Bank, he was Executive Vice President and Senior Retail
Executive  of Barnett  Bank of Palm Beach  County.  Following  the January  1998
acquisition  of Barnett Bank by NationsBank  (now Bank of America) Mr.  Paciocco
served as Senior Vice  President and Retail Market  Manager for North Palm Beach
and Martin  Counties.  He began his banking career in 1987 with Barnett Bank and
held various  positions  including Senior Vice President and Market Executive in
Retail Banking and Vice President and Office Manager of the Tequesta and Jupiter
branches.  He  received  his  B.S.  in  Finance  from  Villanova  University  in
Pennsylvania  in 1981. Mr.  Paciocco  serves on both the audit and  compensation
committees of the board of directors.

WHAT WE DO

       We purchase excess,  used and off-lease "as-is" and refurbished  computer
equipment and related products from a variety of sources  including Fortune 1000
companies,  leasing and finance companies, and either remarket those products to
brokers,  exporters,  wholesalers,  retailers,  value added resellers,  schools,
corporate end-users or individuals, or we disassemble them and separate and sell
the  components as parts and recycle the  unsaleable  components,  such as metal
covers, plastics and other components.


       We sell a wide range of used, refurbished and "as-is" products, including
notebook and desktop computers,  monitors, processors, disk drives, CD's, DVD's,
modems,  printers and memory.  The majority of the  computers we offer 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 consider these items to be our "principal product". We operate
in one segment and consider the sales of these  products as our single source of
revenue  as one item.  Our  business  is  marginally  seasonal,  with the July -
September period usually being slower than other periods.


       We have no  patents  or  trademarks,  nor do we sell  any  product  under
license. We have no franchise or concession agreements.


       We are in the process of establishing an Asset  Management  Group ("AMG")
to provide complete  computer asset management and recovery  services to leasing
companies and major corporations.  For a fee, we will receive,  inspect and test
each piece of  equipment,  remove  sensitive  data and  report the  results in a
customized  audit  report to our  client.  We will then assist the client in the
disposition  of the asset.

                                       13
<PAGE>

One of the many  benefits  from  providing  this  service is that we receive the
opportunity to become aware of opportunities to acquire  inventory for resale or
may acquire the right of first refusal on our client's computer asset base.


       This service is different from our current  business  practice in that we
will contract with a particular customer, for a fee, to receive,  inspect, test,
report and, in some cases refurbish, "lots" of computer equipment. We will then,
for an additional  fee,  assist the customer in the  disposition of the computer
equipment, store it for them for future use or dispose it for them in accordance
with their instructions.


       We expect that the final cost to fully  implement  our AMG will result in
capital  expenditures of  approximately  $50,000 to $200,000 for the purchase of
computer  software and  hardware,  material  handling  equipment  and  leasehold
improvements  to  implement  the AMG  backbone,  and that we will  increase  our
employee headcount from 15 employees to approximately 25 to 30 employees.  As of
September 30, 2002, we had expended approximately $60,000 towards this goal. See
"Results of Operations - Liquidity  and Capital  Resources"  and "Risk  Factors"
below.

OUR BUSINESS MODEL

       Demand for refurbished,  used or "as-is" brand name computer equipment is
growing as consumers  realize they can purchase  excess/used/refurbished/"as-is"
products that can serve their needs at  substantial  discounts from the price of
new product.  At the same time,  shorter product cycles are leading to increased
off-lease  and excess  inventory  computer  equipment  which vendors and leasing
companies need to dispose of in large quantities without  conflicting with their
primary distribution  channels.  We offer such vendors and leasing companies the
ability to  conveniently  sell all their  products in a single  transaction.  We
believe that our ability to acquire many  different  types of equipment in large
quantities  through  our  established  vendor  relationships  provides us with a
significant competitive advantage both with consumers and vendors.


       In order to be able to offer attractive  prices to customers yet maintain
our  margins,  we must be able to  source a  sufficient  amount  of  product  at
favorable prices. In order to continue and expand our procurement capability, we
strive to maintain and enhance existing  relationships  with leasing  companies,
manufacturers and other sources of equipment and to pursue new relationships.


       Growth in our industry has been fueled by several factors, including:

       o      a large and growing number of installed  personal computers in the
              home and workplace.

       o      multiple  computers in the home and workplace  fueled by increased
              use and  acceptance  of the Internet  among  consumer and business
              users; and

       o      increased  need for large leasing  companies and  corporations  to
              manage their computer assets cost effectively.

         According to International Data Corporation  ("IDC"), a market research
firm, and a unit of  International  Data Group,  worldwide new PC sales for 2002
are  forecasted at 125.5 million  units,  a 3% increase over 2001. IDC forecasts
that the  greatest  growth in 2002 will be in the US Market,  estimated at 9.3%.
Moreover,  IDC  forecasts  that the  number of  Internet  users  worldwide  will
increase from  approximately  142 million in 1998 to 502 million in 2003.  IDC's
Life  Cycle  Value  model  organizes  the  cost to  own,  maintain  and  replace
technology into three stages:  procurement,  use and disposition.  IDC estimates
that end-of-life  disposition  costs alone constitute as much as 5% of the Total
Cost of Ownership ("TCO"),  nearly one-third as much as the original procurement
cost.  Much of this expense stems from the

                                       14
<PAGE>

fact that used  equipment  from  various  diverse  or  distributed  environments
present many challenges which  enterprises are generally not equipped to address
such as:

       o      widely distributed equipment locations.

       o      changes  in  original  configurations,   upgrades  and  peripheral
              additions not recorded.

       o      inoperative units.

       o      varying cosmetic conditions.

       o      inability to dispose of large volumes in the secondary market.

       o      deployment  of  expensive   technical   staff  against  low  value
              residuals; and

       o      original packaging destroyed making shipping more difficult.

         Substantial  TCO  savings  are  possible  based  on the  timing  of the
purchase within the product life cycle,  the technology  refresh rate within the
enterprise  and  end-of-life  management  practices.  Assuming  that  an item is
purchased soon after its  introduction,  the following table shows the estimated
residual value related to the product cycle:

<TABLE>
<CAPTION>
             Months                           Event                    Value % of Purchase
-------------------------------------------------------------------------------------------------
            <S>                    <C>                                      <C>
               6                   First round of discounting                  70%
               12                    End-of-life discounting                   45%
               15                     Product discontinued                     30%
               36                         Salvage price                        10%
</TABLE>

       In recent years,  the number of companies  leasing rather than purchasing
computer equipment has increased significantly, primarily due to shorter product
life cycles.  Corporate  leases generally have a three-year term after which the
equipment  is replaced  and a new lease cycle  begins.  Off-lease  equipment  is
generally from brand-name  manufacturers  and still has a relatively high resale
value whether refurbished or not.


       The refurbished computer market also includes computer equipment that has
been  reconditioned  by the  manufacturer  after being  returned  by  customers.
Refurbished  computer equipment  typically requires a nominal amount of service,
such as minor  repairs,  cleaning and  repackaging.  In addition to  refurbished
computer  equipment,  large  quantities of excess  inventory  computer  products
become available on a regular basis as a result of the frequent introductions of
new models  with  incremental  increases  in features  or  capacity.  This is an
inherent  characteristic  of  the  personal  computer  industry.   These  excess
inventory products are only marginally different from the newest models and will
serve the needs of most users.


       The  disposal of  refurbished  and excess  inventory  computer  equipment
represents a substantial burden on most owners.  These computers and accessories
are  currently  sold  through  many  different  outlets,   including   wholesale
distributors,  catalogs,  company stores or outlets,  resellers and  specialized
retailers,  as well as mass  merchants  that are not  committed to the resale of
these goods and generally sell them as a supplementary  product line. Because of
the highly fragmented and relatively  undeveloped  nature of the market for this
product,  prices  received by leasing  companies  and vendors  tend to be highly
variable and subject to negotiation based on quantity,  age and condition of the
product.  Our experience  has indicated that leasing  companies and vendors look
favorably  upon  a  distribution   channel  that  enables  them  to  dispose  of
significant  quantities of product quickly without  affecting their  traditional
sales channels.

                                       15

<PAGE>

       A  proactive,  well-defined  end of life  management  policy  reduces our
client's total cost of equipment ownership. Our clients are able to deploy their
information  technology  specialists much more  productively,  without having to
worry about end of life equipment  disposal.  End-of-life  disposition costs for
older  technology  often  exceed the market  value of such asset,  resulting  in
negative  residuals.  One of our objectives is to prevent clients from incurring
the  expense  of  negative  residuals  simply  because  they  lack an  effective
end-of-life  management  program.  The key to avoiding negative  residuals is to
retire an asset  while its market  value is still  sufficient  to  outweigh  its
disposition costs.


       By having a well-designed asset management system, we can and will assist
our clients in significantly  reducing their product  lifecycle  costs.  Product
lifecycles vary, but can generally be categorized as follows:

       o      power  users  -  state  of the  art  equipment  is  purchased  and
              refreshed every 12- 24 months.

       o      less  demanding  users -  generally,  organizations  that  tend to
              refresh their  technology  platforms  every 30 - 36 months tend to
              experience the lowest lifecycle  costs.  This practice reduces the
              need to perform  costly  upgrades on older  systems,  maintains an
              "in-warranty"  inventory,  and reduces IT training  load  incurred
              when new systems are installed frequently.

       Used technology presents a unique set of operational  challenges that our
asset management system addresses:

       o      used  system  configurations  are  inconsistent  - many  have  had
              upgrades and peripheral parts added or removed.

       o      many used systems are not in good working condition.

       o      many used systems have  cosmetic  damage that may affect value and
              suitability for other use.

       o      used systems contain  proprietary data and software licenses which
              must be erased before reuse.

       o      the relatively low value of used systems  prohibits  costly manual
              processing methods.

       The asset  management  system we are  implementing  has been  designed to
process an unsorted stream of technology  according to a service profile we will
develop for each client.  Comprehensive  reporting  provides a tool for managing
the asset base. Using proprietary technology, used equipment will be registered,
evaluated and then routed to a series of services designed to maximize value for
the owner of the equipment. The process will be fully documented for each system
in our database and:

       o      service  delivery  should be  consistent  because our  proprietary
              system will instruct the technicians step-by-step according to the
              customer's unique profile.

       o      data reliability  should be high because manual entry of data will
              be reduced through the use of our proprietary technology.

       o      service  performance  will be 100% audited.  No equipment  will be
              permitted to exit the process until all specified services,  e.g.,
              hard drive erasure or sanitation, have been performed.

       o      costs   should   be   minimized   through   the   application   of
              value-appropriate   services  and  production   line   efficiency,
              eliminating the need to sort and pre-inventory the product and the
              client's internal costs are also reduced.

       o      complete  accountability  should be assured by maintaining  serial
              number detail for all services performed.

                                       16
<PAGE>


HOW WE ACQUIRE PRODUCTS

       We believe our ability to acquire computer  equipment in large quantities
and at favorable prices is a key competitive advantage. We purchase product from
finance and leasing companies,  computer  manufacturers,  corporate  information
technology  departments  and others who look to us to be a reliable  channel for
disposition  of  products.  Other  sources of our products  include  independent
brokers,  federal,  state and local  governments,  liquidators  and  educational
institutions.  In all instances, we either prepay for the product we purchase or
we receive terms from the vendor from whom we purchase the product.


       We receive information about new sources of products from prior contacts,
online  resources to which we  subscribe,  advertising,  industry  publications,
trade  associations  and e-mail and fax bid requests  received.  We remarket our
products  and sell our  services  by word of mouth,  by e-mail  broadcasting  on
certain  on-line  services,   and  through  established  contacts  and  existing
customers.


       We often enter into formal agreements for the purchase of equipment.  Our
access to sources of equipment  is based  primarily  on  relationships  that our
management team has established over  approximately the last eight years.  Since
product availability is unpredictable,  a strong base of vendor relationships is
important  to our  success.  We  maintain  ongoing  contact  through  e-mail and
telephone calls with our vendors to learn when products will become available.


       The average age of the  products  that we  purchase is  approximately  30
months,  and  the  average  age  of  our  manufacturer-refurbished  products  is
approximately  15 months.  The average  time between our purchase of an item and
sale of that item is  approximately  30 days.  Although we assume  inventory and
price risk  associated  with selling these  products,  we believe our ability to
sell our inventory quickly through our distribution channels justifies the risk.
We typically  purchase  products in large  quantities,  and frequently make bulk
purchases  on  an  "as-is"  basis,  which  can  result  in  significantly  lower
acquisition cost,  although these purchases are without  warranties except as to
title  and  quantity  of  equipment.  Sometimes,  a small  part of a  particular
shipment may not meet our strict  quality  standards  for products we offer.  In
those cases,  we use the products as parts or we seek to immediately  sell these
products  in  bulk  through  brokers,  who  in  most  cases  sell  the  products
internationally.


       There are no set formulas for  determining  the purchase prices we pay to
our suppliers.  The pricing is usually  negotiated for each transaction based on
the current market prices for similar  equipment,  the condition and location of
the  equipment and the cost and effort  anticipated  in packing and shipping the
equipment.


       We  provide a  limited  warranty  on some of our  products.  Mostly  such
warranties  are  "DOA"  warranties.  ("DOA"  means  "Dead on  Arrival"  and is a
customary warranty in the "computer equipment resale industry").  We analyze our
estimated  warranty  costs  and  provide  an  allowance  as  necessary  based on
experience.  At September  30, 2002 and at December 31, 2001  warranty  reserves
were not considered necessary.

HOW WE DETERMINE SELLING PRICES

       We determine our selling prices on the basis of current market conditions
and the number of items we have on hand,  as well as our target  profit  margins
for various  types of  products.  In setting the  prices,  we compare  prices of
similar new equipment,  if any, as well as prices offered by our competitors for
similar products over the Internet using such sources as on-line auction houses,
sophisticated   search  tools,   trade   publications  and  in  other  published
advertisements.  Given the nature of our  products  and the rapid  technological
changes in the industry,  we may have to reduce prices over time,  and a portion
of our  inventory  may have to be  recycled or sold as scrap.  However,  we take
these factors into account when we purchase equipment.

                                       17
<PAGE>

       Customers  place  orders by  telephone,  fax or via  e-mail.  On accepted
orders,  a sales order and picking  slips are  generated  and  delivered  to our
warehouse for processing.  The product is picked and  appropriately  packed with
foam packing,  bubble wrap or other packaging material, and the order is shipped
by United Parcel Services,  Federal Express or by common carrier. On average, we
currently ship products within 24 to 48 hours following receipt of the order.


                                       18

<PAGE>

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>
                                         Three Months     Nine Months                                   Three Months
                                                Ended           Ended    Three Months    Three Months          Ended
                                        September 30,   September 30,           Ended           Ended   December 31,
                                                 2002            2002   June 30, 2002  March 31, 2002           2002
                                            --------------------------------------------------------------------------
                                                  %               %               %               %             %
                                                 ---             ---             ---             ---           ---
<S>                                             <C>             <C>             <C>             <C>            <C>
Revenue                                         100.0           100.0           100.0           100.0          100.0
Cost of sales                                    97.3            85.3            85.6            78.2           83.1
                                            --------------------------------------------------------------------------
Gross profit                                      2.7            14.7            14.4            21.8           16.9
Selling, general and administrative
    expenses                                     29.0            19.5            16.8            16.3           19.1
Depreciation and amortization                     0.6             0.2             0.1             0.1            0.1
Delta Merger Expenses                            --               0.7            --               1.8           --
Interest expense, net                             1.5             0.7             0.6             0.2            0.2
                                            --------------------------------------------------------------------------
Income (loss) before provision                  (28.4)           (6.4)           (3.1)            3.4           (2.5)
    (benefit)for income taxes
Provision (benefit) for income taxes             (0.5)           --              (1.1)            1.4           --
                                            --------------------------------------------------------------------------
Net income (loss)                               (27.9)           (6.4)           (2.0)            2.0           (2.5)
                                            ==========================================================================
</TABLE>

       For accounting purposes the Merger of Delta and WTI has been treated as a
recapitalization  of WTI as the acquirer (reverse  acquisition).  The historical
results for WTI prior to the Merger became those of the Company after the Merger
and the assets and liabilities of Delta were accounted for as required under the
purchase method of accounting.


       The Company  commenced  business  operations  in October  2001 and has no
comparative  operating  history  for the  quarter  or nine  month  period  ended
September 30, 2001.  The Company  believes  that a sequential  discussion of its
results, i.e. the quarter ended September 30, 2002 compared to the quarter ended
June 30, 2002;  the quarter  ended June 30, 2002  compared to the quarter  ended
March 31,  2002,  and the quarter  ended March 31, 2002  compared to the quarter
ended  December 31, 2001 is appropriate  and,  accordingly,  this  discussion is
presented.

                                       19
<PAGE>

Quarter Ended September 30, 2002 Compared to Quarter Ended June 30, 2002

         Revenue  for the  quarter  ended  September  30,  2002  was  $1,252,542
compared  to Revenue of  $1,954,810  for the  quarter  ended  June 30,  2002,  a
$702,268  decrease,  or 35.9%.  Revenue  decreased  significantly in the current
quarter due to the cancellation of a large order from a single customer for whom
we had  prepurchased  equipment  that  we were  unable  to  immediately  resell.
Additionally,  sales in this quarter are traditionally lower than other quarters
due to customers,  particularly,  European and Asian customers, taking vacations
in August.


       Gross  Profit  for the  quarter  ended  September  30,  2002 was  $33,939
compared to a Gross  Profit of $280,589  for the quarter  ended June 30, 2002, a
$246,650  decrease,  or  87.9%.  Gross  Margin  was 2.7% for the  quarter  ended
September 30, 2002 compared to 14.4% for the quarter ended June 30, 2002.  Gross
Profit and Gross  Margin for the  quarter  decreased  because of lower sales and
greater fixed overhead cost.


       Selling,  General  and  Administrative  Expenses  for the  quarter  ended
September   30,  2002,   were   $363,673   compared  to  Selling,   General  and
Administrative  Expenses of  $328,314  for the quarter  ended June 30,  2002,  a
$35,359  increase,  or  10.8%.  Selling,   General  and  Administrative  Expense
increased as a result of staff hired during the middle of the second quarter who
were  employed for the full third  quarter,  a  significant  increase in medical
insurance,  a new directors and officers  liability  insurance  program,  and an
increase in professional fees.


       Depreciation  and  Amortization for the quarter ended September 30, 2002,
was $7,790 compared to Depreciation  and  Amortization of $2,420 for the quarter
ended June 30, 2002, a $5,370  increase,  or 221.9%,  due to the  acquisition of
equipment and software in the quarter.


       Interest  Expense for the quarter ended  September 30, 2002,  was $18,965
compared to Interest  Expense of $12,639 for the quarter  ended June 30, 2002, a
$6,326  or 50.1%  increase,  commensurate  with the  increase  in the  Company's
borrowings.


       The  Company did not  recognize a tax benefit in the current  quarter and
reversed prior quarters benefits.


Quarter Ended June 30, 2002 Compared to Quarter Ended March 31, 2002


       Revenue for the quarter  ended June 30, 2002 was  $1,954,810  compared to
Revenue of $2,189,650 for the quarter ended March 31, 2002, a $234,840 decrease,
or 10.7%.  Revenue in the quarter decreased  primarily because our customers cut
back on spending as a result of economic uncertainties.


       Gross Profit for the quarter ended June 30, 2002 was $280,589 compared to
a Gross  Profit of $478,001  for the quarter  ended March 31,  2002,  a $197,412
decrease,  or 41.3%.  Gross Margin was 14.4% for the quarter ended June 30, 2002
compared to 21.8%.for the quarter  ended March 31, 2002.  Gross Profit and Gross
Margin for the quarter  decreased  primarily  because our  customers cut back on
spending  as a result of  economic  uncertainties  and  because  of price  point
pressures which resulted in a lower gross margin.


       Selling,  General and Administrative  Expenses for the quarter ended June
30, 2002, were $328,314 compared to Selling, General and Administrative Expenses
of $357,955 for the quarter ended March 31, 2002, a $29,641  decrease,  or 8.3%.
Selling,  General and  Administrative  Expense  decreased  in line with  revenue
reduction.

                                       20
<PAGE>

       Depreciation  and  Amortization  for the quarter ended June 30, 2002, was
$2,420 compared to Depreciation and Amortization of $2,313 for the quarter ended
March 31, 2002, a $107 increase as a result of asset acquisitions.


       Delta Merger  Expenses  declined by $39,599 or 100% in the quarter  ended
June 30, 2002.  These expenses were incurred in the quarter ended March 31, 2002
in connection with the Merger.


       Interest  Expense  for the  quarter  ended  June 30,  2002,  was  $12,639
compared to Interest  Expense of $3,541 for the quarter  ended March 31, 2002, a
$9,098 or 256.9%  increase,  commensurate  with the  increase  in the  Company's
borrowings.


Quarter Ended March 31, 2002 Compared to Quarter Ended December 31, 2001


       Revenue for the quarter ended March 31, 2002 was  $2,189,650  compared to
Revenue of  $1,524,848  for the quarter  ended  December  31,  2001,  a $664,802
increase,  or 43.6%.  Revenue in the  quarter  increased  as  consumers  resumed
spending postponed from the prior quarter.


       Gross Profit for the quarter  ended March 31, 2002 was $478,001  compared
to a Gross  Profit of $258,040  for the  quarter  ended  December  31,  2001,  a
$219,961 increase,  or 85.2%. Gross Margin was 21.8% for the quarter ended March
31, 2002 compared to 16.9% for the quarter ended December 31, 2001. Gross Profit
and Gross  Margin  for the  quarter  increased  as  consumers  resumed  spending
postponed from the prior quarter.


       Selling,  General and Administrative Expenses for the quarter ended March
31, 2002, were $357,955 compared to Selling, General and Administrative Expenses
of $291,577 for the quarter ended  December 31, 2001, a $66,378  increase,  or a
22.8%  increase  over the prior  quarter.  Selling,  General and  Administrative
Expense increased in line with revenue.


       Depreciation  and  Amortization for the quarter ended March 31, 2002, was
$2,313 compared to Depreciation  and  Amortization of $934 for the quarter ended
December 31, 2001, a $1,379 increase as a result of asset acquisitions.


       Delta Merger Expenses of $39,599 were incurred in the quarter ended March
31, 2002 in connection with the Merger.


       Interest  Expense  for the  quarter  ended  March 31,  2002,  was  $3,541
compared to Interest  Expense of $2,897 for the quarter ended December 31, 2001,
a $644 increase, commensurate with the increase in the Company's borrowings.


Liquidity and Capital Resources

       Our current  ratios at September  30, 2002 and December 31, 2001 were 1.3
and 1.4,  respectively.  Working  capital at  September  30,  2002 was  $238,992
compared to $145,497 at December 31, 2001.

       Net cash used in operating  activities in the nine months ended September
30, 2002 was $842,042 compared to $290,461 used in the period ended December 31,
2001. Cash used in operating  activities  during both periods was primarily as a
result of  increases  in  inventory  and  prepaid  expenses,  and an increase in
accounts  receivable in 2001, reduced by increases in accounts payable,  accrued
expenses and customer deposits and a decrease in accounts receivable in 2002 and
by the net loss incurred in both periods.

                                       21

<PAGE>

       Net cash used in investing  activities in the nine months ended September
30, 2002 was $66,159  compared to $22,937 used in the period ended  December 31,
2001. This cash was used to purchase property,  equipment, computer software and
fund leasehold improvements.

       Net cash  provided  by  financing  activities  in the nine  months  ended
September 30, 2002 was $836,943  compared to $406,000 in the period December 31,
2001.  Cash was  provided in 2002 from loans from  officers  offset by principal
payments  on capital  leases.  Cash in 2001 was  provided  by the sale of common
stock and loans from officers.

       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 will need to borrow or raise additional
funds to finance  the  implementation  of the AMG,  and we may need to borrow or
raise additional funds to finance  unanticipated working capital requirements or
to acquire complementary businesses.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK

       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      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 the AMG and
future  business  acquisitions;  the successful  completion  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;   uncertainties   relating  to  government  and  regulatory   policies;
uncertainties  relating to customer plans and commitments;  rapid  technological
developments and obsolescence in 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.

                                       22

<PAGE>


RISK FACTORS

       In addition to the other  information  contained  herein,  the  following
factors should be considered in evaluating  our Company and our business.  These
risks and uncertainties  include, but are not limited to those set forth herein,
and from time to time in our other  filings  with the  Securities  and  Exchange
Commission, all of which are incorporated herein by reference.

Uncertainty Of Future Financial Results

       We are a newly formed business,  having  commenced  operations in October
2001.  We incurred a substantial  loss in the quarter ended  September 30, 2002,
and had losses in two out of three  quarters  in 2002 and a loss in the  quarter
ended December 31, 2001. Our future financial  results are uncertain.  There can
be no assurance that we will achieve profitability, and we may continue to incur
losses in the  foreseeable  future.  Achieving  profitability  depends upon many
factors,  including our ability to raise capital when needed,  particularly  for
the  implementation of the AMG, the success of our various  marketing  programs,
and the maintenance or reduction of expense levels.

Possible Fluctuations In Future Quarterly Results

       We have been in business  since  October 2001 and have only four quarters
of historic quarterly operating results,  only one of which has been profitable.
Due to the uncertainty of future operating results, we may experience  quarterly
fluctuations  in the future.  Quarterly  operating  results may  fluctuate  as a
result of a variety  of  factors,  including:  the  timing  of our  delivery  of
significant  orders;  the  ability of vendors to deliver,  in a timely  fashion,
products  for which we have  received  orders;  the  length of the sales  cycle;
receipt of volume discounts;  the demand for products and services we offer; the
introduction  or  announcements  by  computer   manufacturers  relating  to  the
remarketing  of new and used  products;  the hiring and  training of  additional
personnel; as well as economic and general business conditions.

       We expect  that the size and  timing of our sales  transactions  may vary
substantially from quarter to quarter, and we expect such variations to continue
in future  periods,  including the  possibility  of losses in one or more fiscal
quarters.  These  fluctuations  may be  caused by  delays  in  shipping  certain
computer  systems for which we receive  orders that we expect to deliver  during
that quarter. In addition,  our collection periods may fluctuate due to periodic
unavailability of product, which may result in the delay of payment from certain
customers until their entire order is shipped. Accordingly, it is likely that in
one or more future fiscal  quarters,  our  operating  results could be below the
expectations  of public  market  analysts and  investors  and, as a result,  any
future  public  offering  of  shares of our  Common  Stock  could be  materially
adversely affected.

Principal Markets And Customers; Dependence On Major Customers; Risk
     Of Industry Concentration

       We sell and deliver computer  systems,  peripheral  devices and parts, to
more  than  100  customers  throughout  the  United  States  and in more  than 5
countries  worldwide.  In fiscal year 2001,  our top ten customers  (all of whom
were new) accounted for approximately  89.8% of our total revenues.  In the nine
month period ended  September  30, 2002,  our top ten  customers  accounted  for
approximately 59.6% of our total revenues.  One of those customers is a "related
party" for accounting purposes.

       We do not have any exclusive  long-term  arrangements  with our customers
for the  continued  sales of our  product.  Our  failure to  acquire  additional
significant  or principal  customers or to maintain our  relationships  with our
existing  principal  customers  could  have a  material  adverse  effect  on our
operations.

       In fiscal 2001 and in the nine month  period  ended  September  30, 2002,
primarily all of our sales of computer  systems,  peripherals  and parts were to
brokers or remarketers  based in the United States.

                                       23

<PAGE>

Although we are striving to broaden our market  focus to include  sales to other
markets,  such as financial services,  in the immediate future we expect that we
will continue to derive a substantial percentage of our sales of product to such
brokers and remarketers. Accordingly, unfavorable economic conditions or factors
that relate to these  industries,  particularly  any such  conditions that might
result in  reductions  in capital  expenditures  or  changes in such  companies'
information processing system requirements, could have a material adverse effect
on our results of operations.

We Rely On Merchandise Vendors As Sources For Our Products

       The availability of off-lease and excess inventory  computer equipment is
unpredictable.  We have no long-term  arrangements  with our vendors that assure
the  availability of product.  We purchase  products from more than 25 different
vendors,  although  we have no formal  commitments  with any of them.  We cannot
assure you that our current  vendors will continue to sell product to us as they
have in the past, or that we will be able to establish new vendor  relationships
that ensure  product  will be available to us in  sufficient  quantities  and at
favorable prices.  If we are unable to obtain sufficient  quantities of products
at favorable prices, our business will be adversely  affected.  In addition,  we
may become obligated to deliver specified types of computer equipment in a short
time period and, in some cases, at specified  prices.  Because we have no formal
relationships with vendors,  we may not be able to obtain the required equipment
in sufficient  quantities in a timely manner,  which could adversely  affect our
ability to fulfill these obligations.

We Are Subject To Risks That Our Inventory May Decline Before We Sell It
     Or That We May Not Be Able To Sell The Inventory At The Prices We
     Anticipate

       We purchase and warehouse  inventory,  most of which is "as-is" or excess
inventory of personal computer equipment. As a result, we assume inventory risks
and  price  erosion  risks  for  these  products.  These  risks  are  especially
significant  because personal computer  equipment  generally is characterized by
rapid technological change and obsolescence. These changes affect the market for
refurbished  or excess  inventory  equipment.  Our  success  will  depend on our
ability to purchase  inventory at attractive prices relative to its resale value
and our ability to turn our inventory  rapidly through sales. If we pay too much
or hold inventory too long, we may be forced to sell our inventory at a discount
or at a loss or write  down its  value,  and our  business  could be  materially
adversely affected.

Declining Prices For New Computer Equipment Could Reduce Demand For
     Our Products

       The cost of new computer equipment,  particularly personal computers, has
declined  dramatically  in recent years.  As the price of new computer  products
declines,  consumers  may  be  less  likely  to  purchase  refurbished  computer
equipment  unless  there  is a  substantial  discount  to the  price  of the new
equipment.  Accordingly,  if we were to sell  "as-is" or  refurbished  equipment
directly  to end users,  we would have to offer the  products  at a  substantial
discount to the price of new  products.  As prices of new  products  continue to
decrease, our revenue,  profit margins and earnings could be adversely affected.
There can be no assurance that we will be able to maintain a sufficient  pricing
differential  between new  products and our "as-is" or  refurbished  products to
avoid adversely affecting our revenues, profit margins and earnings.

If We Need Additional Financing For The Implementation of Our Asset
     Management Group, For Unanticipated  Working Capital Needs Or To
     Finance Acquisitions, We May Not Be Able To Obtain Such Capital,
     Which Could Adversely Affect Our Ability To Achieve Our Business
     Objectives

       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 will need to

                                       24
<PAGE>

borrow  or raise  additional  funds to  implement  our  Asset  Management  Group
strategy,  and we may need to  borrow  or  raise  additional  funds  to  finance
unanticipated working capital requirements or acquire complementary businesses.

       We do not have lending commitments from banks or other third parties and,
until and unless we arrange  for such  commitments,  we will rely on advances or
investments from our principal  stockholders and officers.  While they have made
significant  loans and advances in the past,  they have no obligation to advance
funds to us, or invest  funds in us and even if they may be willing to do so. We
cannot assure you that additional financing will be available on favorable terms
or at all. If funds are not  available  when  required  for our working  capital
needs or other transactions, our ability to carry out our business plan could be
adversely  affected,  and we may be  required  to  scale  back  our  growth  and
operations to reflect the extent of available funding. If we are able to arrange
for credit  facilities or investments from other lenders or investors,  the debt
or equity instruments will probably include  limitations on our ability to incur
other indebtedness,  to pay dividends,  to create liens, to sell or purchase our
capital  stock,  to sell  assets or to make  acquisitions  or enter  into  other
transactions.  Such restrictions may adversely affect our ability to finance our
future operations or capital needs or to engage in other business activities. If
we raise additional funds by issuing equity or convertible debt securities,  the
percentage  ownership  of our  existing  stockholders  will  be  reduced.  These
securities  may have rights,  preferences  or privileges  senior to those of our
common stockholders.


If We Experience Problems In Our Distribution Operations, We Could Lose
     Customers

       In addition to product vendors,  we depend on several other third parties
over which we have limited control,  including, in particular,  Federal Express,
United Parcel  Service and common  carriers for delivery of products to and from
our  distribution   facility  and  to  our  customers.   We  have  no  long-term
relationships  with any of those  parties.  We are  therefore  subject to risks,
including risks of employee strikes and inclement weather, which could result in
failures by such  carriers  to deliver  products  to our  customers  in a timely
manner, which could damage our reputation and name.

The Industry In Which We Compete Is Highly Competitive

       We face intense competition in each area of our business, and many of our
competitors have greater  resources and a more established  market position than
we have. Our primary competitors include:

       o      major  manufacturers of computer  equipment such as, Dell Computer
              Corporation, Hewlett Packard and IBM, each of which offer "as-is",
              refurbished  and new equipment  through their  websites and direct
              e-mail broadcast campaigns and on e-Bay;

       o      privately  and  publicly  owned   businesses  such  as  TechsMart,
              Redemtech,  Solectron and Spacefitters that offer asset management
              and end-of-life product refurbishment and remarketing services;

       o      traditional store-based computer retailers,  such as Best Buy Co.,
              Inc., Circuit City Stores, Inc., CompUSA and Gateway Country; and

       o      online  competitors and auction sites, such as the Boston Computer
              Exchange, Buy.com Inc., Cyberian Outpost, Inc., Egghead.com, Inc.,
              Fairmarket, Inc., uBid and e-Bay.

       Many traditional store-based and online competitors have longer operating
histories,  larger  customer or user bases,  greater brand name  recognition and
significantly greater financial,  marketing and other resources than we do. Many
of these  competitors  already  have an  established  brand  name and can devote
substantially  more resources to increasing  brand name  recognition and product
acquisition than we can. In addition, larger, well-established and well-financed
entities may join with online competitors or computer manufacturers or suppliers
as the use of the Internet and other online services increases.  Our

                                       25
<PAGE>

competitors may be able to secure products from vendors on more favorable terms,
fulfill  customer  orders more  efficiently  or adopt more  aggressive  price or
inventory  availability policies than we can. Traditional  store-based retailers
also enable  customers to see and test products in a manner that is not possible
in the wholesale  business.  Our product  offerings  must compete with other new
computer  equipment  and  related  products  offered  by our  competitors.  That
competition will intensify if prices for new computers continue to decrease.


Lack Of Dividends On Common Stock; Issuance Of Preferred Stock

       We do not have a history of paying  dividends  on our Common  Stock,  and
there can be no assurance that such  dividends  will be paid in the  foreseeable
future.  We intend to use any  earnings  which may be  generated  to finance the
growth of our businesses.  Our Board of Directors has the right to authorize the
issuance of preferred stock, without further shareholder  approval,  the holders
of which may have preferences over the holders of the Common Stock as to payment
of dividends.


Lack Of Trading and Liquidity of Our Common Stock

       Our Common Stock is not quoted on any national stock market;  accordingly
there is no public market for our Common Stock at this time.


Dependence On Key Individuals

       Our future  success is highly  dependent  upon our ability to attract and
retain qualified key employees.  We are organized with a small senior management
team. If we were to lose the services of any members of our management team, our
overall operations could be adversely affected.


Control By Principal Stockholders'

       As a result of the  completion  of the Merger,  Marc  Sherman,  Edward L.
Cummings, Carl C. Saracino, Michael P. Sheerr and David A. Loppert, beneficially
own  approximately  75% of our  outstanding  Common Stock.  As a result of their
current  stock  ownership,  Messrs.  Sherman,  Cummings,  Saracino,  Sheerr  and
Loppert,  collectively  have  effective  control of the Company and the power to
control the outcome of matters submitted to a vote of the stockholders,  such as
the election of at least a majority of the members of our Board of Directors and
to direct the future operations of the Company.  Such concentration may have the
effect of discouraging, delaying or preventing a future change in control of the
Company.


Anti-Takeover Provisions

       Certain   provisions   of  our  Amended  and  Restated   Certificate   of
Incorporation,  Amended and  Restated  By-laws and Delaware law may be deemed to
have an anti-takeover effect. Our certificate of incorporation provides that our
Board of Directors may issue additional  shares of Common Stock or establish one
or more classes or series of Preferred  Stock with such  designations,  relative
voting rights,  dividend rates,  liquidation  and other rights,  preferences and
limitations that the Board of Directors fixes without stockholder  approval.  In
addition,  we are subject to the anti-takeover  provisions of Section 203 of the
Delaware General  Corporation Law. In general,  the statute prohibits a publicly
held  Delaware  corporation  from engaging in a "business  combination"  with an
"interested  stockholder"  for a period  of three  years  after  the date of the
transaction  in which the person  became an interested  stockholder,  unless the
business  combination is approved in a prescribed manner.  Each of the foregoing
provisions  may  have  the  effect  of  rendering  more   difficult,   delaying,
discouraging,  preventing or rendering more costly an acquisition of the Company
or a change in control of the Company.

                                       26
<PAGE>

CRITICAL ACCOUNTING POLICIES


       Management is responsible for the integrity of the financial  information
presented  herein.  The  Company's  financial  statements  have been prepared in
accordance with accounting principles generally accepted in the United States of
America. Where necessary, they reflect estimates based on management's judgment.
When  selecting or evaluating  accounting  alternatives,  management  focuses on
those that produce from among the available alternatives information most useful
for decision-making.  Significant  accounting policies that are important to the
portrayal of the Company's financial condition and results,  which in some cases
require  management's  judgment,  are  summarized  in  the  Notes  to  Financial
Statements which are included herein in Item I.


       The Company  believes  that the critical  accounting  policies  discussed
below  involve  additional  management  judgment due to the  sensitivity  of the
methods,  assumptions and estimates  necessary in determining the related asset,
liability, revenue and expense amounts.


       The Company  recognizes  revenue  when it is realized or  realizable  and
earned.  The Company provides a limited "DOA Warranty" on some of its sales. DOA
means "Dead On Arrival" and is a common term used in the computer industry. This
warranty provides that some used computers,  disk drives, compact disk drives or
DVD drives that do not power-up when they are received or, in some cases,  for a
period of up to sixty (60) days from receipt, can be returned for a full refund,
or replacement  product,  if available,  at the customer's  option.  Based on an
internal  study by management,  the Company has determined  that less that 1% of
its sales are covered under this warranty and, of those sales, less than 10% are
returned to the Company.  If the equipment  sold does not power-up,  the Company
has alternative methods to sell this equipment,  by disassembling it and selling
the  working  components  as  parts  and the  non-working  components  to  metal
recyclers.  The alternative  sales methods are rarely below the original cost of
the equipment. The Company has not had any significant differences,  and at both
December 31, 2001 and September 30, 2002 had no differences and,  therefore,  no
warranty  reserve  has been  recorded.  Should a reserve be  recorded,  it would
increase both cost of sales and accrued expenses.


       The  Company  provides   estimated   inventory   allowances  for  excess,
slow-moving and obsolete inventory as well as for inventory whose carrying value
is in  excess of net  realizable  value.  These  reserves  are based on  current
assessments  about future  demands,  market  conditions  and related  management
initiatives.  Management continually monitors its inventory valuation, and makes
an  assessment  of  its  inventory  allowance  on a  monthly  basis.  If  market
conditions  and  actual  demands  are less  favorable  than those  projected  by
management,  additional inventory write-downs may be required,  which would be a
decrease to inventory and an increase to cost of sales.


         The Company  evaluates the  realizability of its deferred tax assets on
an ongoing  basis by assessing  its  valuation  allowance  and by adjusting  the
amount of such allowance,  if necessary.  In the  determination of the valuation
allowance,  the Company has considered future taxable income and the feasibility
of tax planning initiatives. Should the Company determine that it is more likely
than not that it will realize  certain of its deferred tax assets in the future,
an adjustment would be required to reduce the existing  valuation  allowance and
reduce tax expense. On the contrary, if the Company determined that it would not
be able to realize a deferred  tax asset  created  by net  operating  losses and
other  timing  differences  between the book and tax methods of  accounting,  an
adjustment  to increase the valuation  allowance  would be charged to income tax
expense in the period  such  conclusion  was made.  Currently,  the  Company has
provided for a valuation  allowance.  In addition,  the Company  operates within
multiple  taxing  jurisdiction  and is subject to audit in these  jurisdictions.
Although the Company is not  currently  being  audited by any taxing  authority,
there is the  possibility  of future  audits,  whose  resolution  could  have

                                       27
<PAGE>

an adverse impact of the results of operations and cash flows of the Company.


       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. Had the Company elected to account
for stock-based employee  compensation  arrangements in accordance with SFAS No.
123 as an alternative to APB Opinion No. 25, additional  expense would have been
recognized in the statement of operations.  For options issued to non-employees,
the Company applies SFAS No. 123. Expense is recognized using the Black -Scholes
option  pricing model,  which contains  estimates on the volatility of the stock
price,  the risk  free  interest  rate,  and the  expected  life of the  options
granted.  The Company  bases its  estimates on the best  available  information.
Increases in estimated  volatility,  expected  life,  and the risk free interest
rate would all increase  the amount of expense  recognized  in the  Statement of
Operations.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


       The Company presently does not use any derivative  financial  instruments
to hedge its  exposure  to  adverse  fluctuations  in  interest  rates,  foreign
exchange rates,  fluctuations in commodity  prices or other market risks, nor do
we invest in speculative  financial  instruments.  Borrowings  from our majority
stockholders/officers  are at 12% per annum. Due to the nature of our borrowings
and our lack of  short-term  investments,  we have  concluded  that  there is no
material  market  risk  exposure  and,   therefore,   no  quantitative   tabular
disclosures are required.


ITEM 3    CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


       The management of the Company including Mr. Marc Sherman, Chief Executive
Officer, and Mr. Edward L. Cummings, Chief Financial Officer, have evaluated the
Company's  disclosure  controls and procedures.  Under rules  promulgated by the
SEC,  disclosure controls and procedures are defined as those "controls or other
procedures of an issuer that are designed to ensure that information required to
be  disclosed  by the issuer in the reports  filed or  submitted by it under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods specified in the Commission's  rules and forms." Based on the evaluation
of the Company's disclosure controls and procedures, it was determined that such
controls and  procedures  were effective as of October 22, 2002, the date of the
conclusion of the evaluation.


       Further, there were no significant changes in the internal controls or in
other factors that could  significantly  affect these controls after October 22,
2002, the date of the  conclusion of the  evaluation of disclosure  controls and
procedures.

                                       28

<PAGE>


PART II   OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

       None.


ITEM 2.   CHANGES IN SECURITIES

Change in Authorized Share Capital

       On January 29, 2002 a Majority in Interest of the  Stockholders  of Delta
adopted  an Action By  Consent  in  Writing  of the Board of  Directors  and the
Majority in Interest of the Stockholders, approving and authorizing the Board of
Directors to amend the Articles of  Incorporation  of Delta on January 30, 2002,
to increase the total number of  authorized  shares of capital stock of Delta to
Forty Million  (40,000,000)  shares:  Thirty-five Million (35,000,000) shares of
which are shares of Common Stock at $.01 par value and Five Million  (5,000,000)
shares of which are Preferred  Stock at $.01 par value. On February 2, 2002, the
Company filed its  Certificate of Amendment of Certificate of  Incorporation  of
WindsorTech, Inc. with the Secretary of State of the State of Delaware.


Recent Sales of Unregistered Securities


       We did not issue any  securities  during the quarter ended  September 30,
2002.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

       Not applicable.


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

       None.


ITEM 5.   OTHER INFORMATION

       On April 5, 2002,  the Board of  Directors  approved  the adoption of the
Company's  2002 Flexible  Stock Plan (the "Plan").  The Plan permits  Company to
issue 5,000,000 shares of common stock plus an annual increase, effective on the
first day of each  calendar  year,  equal to 10% of the  number  of  outstanding
shares of common  stock  outstanding  on such  date,  but in no event  more than
30,000,000 shares in the aggregate. As of August 19, 2002, 5,000,000 options are
available to be granted under the Plan,  2,575,000 of which have previously been
granted by the committee designated for such purpose.

       On August 19, 2002, Constance K. Weaver resigned as a member of our board
of directors for personal reasons.

                                       29

<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-Q.

Reports on Form 8-K

       None.

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                              WINDSORTECH, INC.
                                              (Registrant)

Dated:   November 4, 2002                     By:        /S/ MARC SHERMAN
                                                    ----------------------------
                                                           Marc Sherman
                                                      Chief Executive Officer

                                       30

<PAGE>

                                  CERTIFICATION


I, Marc Sherman, certify that:

1)     I have  reviewed  this  quarterly  report on Form 10-QSB of  WindsorTech,
       Inc.:

2)     Based on my knowledge,  this quarterly 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 quarterly report;

3)     Based on my knowledge,  the  financial  statements,  and other  financial
       information  included in this quarterly  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 quarterly 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-14 and 15d-14) for the Registrant,  and
       we have:

       a)     designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the Registrant is made known to
              us by others within the entity,  particularly during the period in
              which this quarterly report is being prepared;

       b)     evaluated  the   effectiveness  of  the  Registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

       c)     presented  in this  quarterly  report  our  conclusions  about the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

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


       a)     all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  Registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and


       b)     any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  Registrant's
              internal controls; and

6)     The Registrant's  other certifying  officers and I have indicated in this
       quarterly  report  whether  or not  there  were  significant  changes  in
       internal  controls or in other  factors that could  significantly  affect
       internal controls  subsequent to the date of our most recent  evaluation,
       including any corrective actions with regard to significant  deficiencies
       and material weaknesses.

Date: November 4, 2002                                /s/ Marc Sherman
                                                      --------------------------
                                                      Marc Sherman
                                                      Chairman of the Board and
                                                      Chief Executive Officer


                                       31
<PAGE>

                                  CERTIFICATION


I, Edward L. Cummings, certify that:

1)     I have  reviewed  this  quarterly  report on Form 10-QSB of  WindsorTech,
       Inc.:

2)     Based on my knowledge,  this quarterly 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 quarterly report;

3)     Based on my knowledge,  the  financial  statements,  and other  financial
       information  included in this quarterly  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 quarterly 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-14 and 15d-14) for the Registrant,  and
       we have:

       a)     designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the Registrant is made known to
              us by others within the entity,  particularly during the period in
              which this quarterly report is being prepared;

       b)     evaluated  the   effectiveness  of  the  Registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

       c)     presented  in this  quarterly  report  our  conclusions  about the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

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

       a)     all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  Registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

       b)     any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  Registrant's
              internal controls; and

6)     The Registrant's  other certifying  officers and I have indicated in this
       quarterly  report  whether  or not  there  were  significant  changes  in
       internal  controls or in other  factors that could  significantly  affect
       internal controls  subsequent to the date of our most recent  evaluation,
       including any corrective actions with regard to significant  deficiencies
       and material weaknesses.

Date: November 4, 2002                                /s/ Edward L. Cummings
                                                      --------------------------
                                                      Edward L. Cummings
                                                      Chief Financial Officer


<PAGE>


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 0-7539)).

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 0-7539)).

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 0-7539)).

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 0-7539)).

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 0-7539)).

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 0-7539)).

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 0-7539)).

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 September 30, 2002

12.1***   Statement re computation of ratios.

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 0-7539)).

                                       33
<PAGE>
Exhibit
Number    Description
--------------------------------------------------------------------------------

99.1***   Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2***   Certification  Pursuant to 18 U.S.C. Section 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 0-7539).
***  Attached hereto

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


                                       34