As filed with the Securities and Exchange Commission on April 16, 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 March 31, 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.:8-7539

                                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)

  Delta States Oil, Inc., 888 Riverbank Road, Stamford, CT 06903, September 30
              (Former name, former address and former fiscal year,
                         if changed since last report)

         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 April 16, 2002, is as follows:

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



                                       1
<PAGE>





                                WINDSORTECH, INC.

                                TABLE OF CONTENTS

   Item                          Description                               Page

                         PART I - FINANCIAL INFORMATION

    1.      Financial Statements (all unaudited)
            Balance Sheets -
            March 31, 2002 and December 31, 2001                            3
            Statement of Operations -
            Three Months ended March 31, 2002                               4
            Statement of Stockholders' Equity
            Three Months ended March 31, 2002                               5
            Statement of Cash Flows -
            Three Months ended March 31, 2002                               6
            Notes to Financial Statements                                   7
    2.      Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      10

                           PART II - OTHER INFORMATION

    1.      Legal Proceedings                                              24
    2.      Changes In Securities                                          24
    3.      Defaults Upon Senior Securities                                25
    4.      Submission of Matters to a Vote of Security Holders            25
    5.      Other Information                                              25
    6.      Exhibits and Reports on Form 8-K                               25

 SIGNATURES                                                                26
 EXHIBITS                                                                  27



                                       2
<PAGE>

<TABLE>
<CAPTION>

                                                     Windsortech, Inc.
-------------------------------------------------------------------------------------------------------------------------

                                                      BALANCE SHEETS
                                                        (Unaudited)
                                                          Assets
                                                                                        March 31,        December 31,
                                                                                          2002                2001
                                                                                  ------------------- -------------------
Current Assets
<S>                                                                                   <C>                 <C>
   Cash and cash equivalents                                                          $    55,957         $    92,602
   Accounts receivable                                                                    148,738              51,483
   Accounts receivable - related party                                                     96,755              72,450
   Inventories                                                                            465,264             277,908
   Prepaid expenses                                                                        18,075              15,963
-------------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                             784,789

Property And Equipment, Net                                                                39,949              35,146

Deposits                                                                                   39,262              39,287

Other Assets                                                                                  294                 900
-------------------------------------------------------------------------------------------------------------------------

                                                                                        $ 864,294           $ 585,739
=========================================================================================================================

                                           Liabilities And Stockholders' Equity

Current Liabilities
   Current maturities of capital lease obligation                                     $     5,045         $     4,945
   Accounts payable                                                                       231,332              67,564
   Income taxes payable                                                                    29,953                  --
   Accrued expenses                                                                       142,823             136,400
   Notes payable - officers                                                               191,170             156,000
-------------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                        600,323             364,909

Capital Lease Obligation                                                                    6,898               8,198
-------------------------------------------------------------------------------------------------------------------------

         Total Liabilities                                                                607,221             373,107
-------------------------------------------------------------------------------------------------------------------------

Commitments And Contingencies                                                                  --                  --

Stockholders' Equity
    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
      35,000,000 shares in 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)                                                              7,073             (37,368)
-------------------------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity                                                       257,073             212,632
-------------------------------------------------------------------------------------------------------------------------

                                                                                        $ 864,294           $ 585,739
=========================================================================================================================


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


<PAGE>

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                             STATEMENT OF OPERATIONS
                    For The Three Months Ended March 31, 2002
                                   (Unaudited)










Revenue                                                         $   2,189,689

Cost Of Sales                                                       1,711,649
--------------------------------------------------------------------------------

Gross Profit                                                          478,040

Selling, General And Administrative Expenses                          397,753

Depreciation And Amortization                                           2,313

Interest Expense                                                        3,580
--------------------------------------------------------------------------------

Income Before Provision For Income Taxes                               74,394

Provision For Income Taxes                                             29,953
--------------------------------------------------------------------------------

Net Income                                                    $        44,441
================================================================================

Net Income Per Common Share - Basic and Diluted               $         0.004
================================================================================

Weighted Average Number Of Common Shares
     Outstanding - Basic and Diluted                               10,999,445
================================================================================


--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                     Page 4

<PAGE>

<TABLE>
<CAPTION>

                                                      Windsortech, Inc.
----------------------------------------------------------------------------------------------------------------------------
                                              STATEMENT OF STOCKHOLDERS' EQUITY
                                          For The Three Months Ended March 31, 2002
                                                         (Unaudited)





                                                Common Stock                 Additional       Retained               Total
                                       -------------------------------        Paid-in         Earnings        Stockholders'
                                               Number         Amount          Capital         (Deficit)             Equity
                                       -------------------------------------------------------------------------------------
<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 Income                                         --             --              --             44,441             44,441
----------------------------------------------------------------------------------------------------------------------------

Balance - March 31, 2002                   11,999,168      $ 119,992      $  130,008         $    7,073           $257,073
============================================================================================================================
<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>
</TABLE>



--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                     Page 5

<PAGE>

<TABLE>
<CAPTION>
                                   Windsortech, Inc.
--------------------------------------------------------------------------------------

                                STATEMENT OF CASH FLOWS
                       For The Three Months Ended March 31, 2002
                                      (Unaudited)



Cash Flows From Operating Activities
<S>                                                                       <C>
   Net Income                                                             $  44,441
   Adjustments to reconcile net income to net cash used in operating
      activities:
         Depreciation and amortization                                        2,313
         Changes in assets and liabilities:
            Increase in accounts receivable                                (121,560)
            Increase in inventories                                        (187,356)
            Increase in prepaid expenses                                     (2,112)
            Decrease in deposits and other assets                               631
            Increase in accounts payable and accrued expenses               170,191
            Increase in income taxes payable                                 29,953
--------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                       (63,499)
--------------------------------------------------------------------------------------

Cash Used In Investing Activities
   Payments for property and equipment                                       (7,116)
--------------------------------------------------------------------------------------

Cash Flows From Financing Activities
   Net proceeds from notes payable - officers                                35,170
   Payments on capital lease                                                 (1,200)
--------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                    33,970
--------------------------------------------------------------------------------------

Net Decrease In Cash And Cash Equivalents                                   (36,645)

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

Cash And Cash Equivalents - End Of Period                                $   55,957
======================================================================================

</TABLE>





--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                     Page 6


<PAGE>


                                Windsortech, Inc.
                          Notes to Financial Statements
--------------------------------------------------------------------------------

1.       Basis of Presentation

         The accompanying  unaudited financial  statements of WindsorTech,  Inc.
(the  "Company")  as of March 31, 2002 and  December  31, 2001 and for the three
months ended March 31, 2002 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 Article 10 of
Regulation S-X under the Securities Exchange Act of 1934.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting principles 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  statements
have been made.

         The statement of  operations  for the three months ended March 31, 2002
is 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

         WindsorTech,  Inc.  was  incorporated  in August  2001 as a New  Jersey
corporation  ("WTI"  or  the  "Accounting   Acquirer")  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, WTI 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,  which was
previously  engaged in oil and gas exploration  and drilling  operations but had
not  engaged  in any active  business  since May 4,  1981.  Concurrent  with the
Merger, Delta changed its name to WindsorTech,  Inc. (the "Company") - see "Note
4".


         The Company purchases off-lease, excess, refurbished and as-is computer
equipment and related products from a variety of sources  including Fortune 1000
companies and leasing/finance companies and remarkets those products to brokers,
exporters,  wholesalers,  retailers,  value added resellers,  and individual and
corporate  end users.  The Company also  provides  parts-on-demand  services and
brokerage of recyclable materials both nationally and internationally, and is in
the  process of  establishing  an asset  management  group to  provide  complete
computer asset management and recovery  services to leasing  companies and major
corporations.

         Estimates

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

         Revenue Recognition

         For product sales,  the Company  recognizes  revenue in accordance with
the  applicable  product's  shipping  terms.  The  Company  does not  experience
significant product returns and, therefore, management is of the opinion that no
allowance  for  sales  returns  is  necessary.   The  Company  provides  limited
warranties on some of its products. At March 31, 2002 a warranty reserve was not
considered necessary.


                                           7
<PAGE>
                                Windsortech, Inc.
                          Notes to Financial Statements
--------------------------------------------------------------------------------

         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.

         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  and  equipment  is   depreciated   or  amortized   using  the
straight-line method over a 3 to 5-year period.

         Income Taxes

         WTI elected S  Corporation  status  under  provisions  of the  Internal
Revenue Code.  Through  January 30, 2002,  the effective date of the Merger with
Delta,  WTI is not liable for federal income taxes,  but rather the stockholders
include  their  distributive  share of the  taxable  income  of the WTI on their
personal  income tax  returns.  Certain  states do not  recognize S  Corporation
status. As of January 31, 2002, as a result of the Merger,  the Company reverted
to C Corporation status under provisions of the Internal Revenue Code.

         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.


                                           8
<PAGE>




<TABLE>
<CAPTION>

2.       Inventory
<S>                                                                                                      <C>
         Inventory at March 31, 2002 consists of:

              Finished goods                                                                             $ 320,376
              Inventory in transit                                                                         164,888
              Allowance for excess and obsolescence                                                        (20,000)
                                                                                                  ------------------
                                                                                                         $ 465,264
                                                                                                  ==================
3.       Earnings Per Share

         The following is a  reconciliation  of the numerator and denominator of
basic and diluted earnings per share for the three months ended March 31, 2002:

         Numerator:
         Net income available to common stockholders                                                     $  44,441
                                                                                                    ================

         Denominator:
         Denominator for basic and diluted income per share - Weighted-average shares                   10,999,445
                                                                                                    ================
         Basic and diluted income per share                                                              $   0.004
                                                                                                    ================
</TABLE>

4.       Change in Control/Merger

         On January 30, 2002,  pursuant to the terms of an Agreement and Plan of
Merger among  WindsorTech,  Inc.,  Delta States Oil,  Inc. and Alfred D. Morgan,
PhD.,  WindsorTech,  Inc.  ("WTI" or "Accounting  Acquirer") was merged with and
into Delta States Oil, Inc. ("Delta") in a tax-free merger ("Merger"), and Delta
was renamed WindsorTech, Inc. (the "Company" or the "Registrant"). 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  Saracino,  Michael P.  Sheerr and David A.
Loppert.

         Delta States Oil,  Inc., 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 Company is now
actively engaged in technology asset management  services for leasing companies,
finance  companies and corporate America to assist those companies in maximizing
the value of computer  equipment coming to the end of its life, and the business
of purchasing and selling large volumes of off-lease/off  finance excess,  used,
refurbished and as-is computer equipment and related products.

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



                                       9
<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 Registrant; 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  WindsorTech,  Inc.,  Delta States Oil,  Inc. and Alfred D. Morgan,
PhD.,  WindsorTech,  Inc.  ("WTI" or "Accounting  Acquirer") was merged with and
into Delta States Oil, Inc. ("Delta") in a tax-free merger ("Merger"), and Delta
was renamed WindsorTech, Inc. (the "Company" or the "Registrant"). 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  Saracino,  Michael P.  Sheerr and David A.
Loppert.

         Delta States Oil,  Inc., 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 Company is now
actively engaged in technology asset management  services for leasing companies,
finance  companies and corporate America to assist those companies in maximizing
the value of computer  equipment coming to the end of its life, and the business
of purchasing and selling large volumes of off-lease/off  finance excess,  used,
refurbished and as-is computer equipment and related products.

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


<TABLE>
<CAPTION>
               Name                      Age                                   Position
------------------------------------ ------------ -------------------------------------------------------------------
<S>                                      <C>      <C>
Marc Sherman....................         38       Chief Executive Officer, President, Director
Edward L. Cummings..............         52       Vice President, Chief Financial Officer, Treasurer
Carl Saracino...................         32       Vice President, Operations
Michael P. Sheerr...............         45       Vice President, Sales and Procurement
David A. Loppert................         47       Vice President, Business Development, Secretary, Director
</TABLE>



                                       10
<PAGE>

         Marc  Sherman  served as a  director  and Chief  Executive  Officer  of
Intellesale, Inc. (and its predecessor,  Universal Commodities Corp.), a company
that engaged in remarketing used computer equipment,  from December 1994 to July
2001. Prior to 1994, he served in key positions in various family businesses. He
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 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 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  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.

         On April 6, 2002, Robert D. Jackson, age 35, joined the Company as Vice
President,  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 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.

         Set forth below are the names and the present principal  occupations or
employment of our outside directors:

         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


                                       11
<PAGE>

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.


         Constance K. Weaver,  age 49, has served,  as Vice President,  Investor
Relations and Financial  Communications  for AT&T  Corporation  since 1996. From
1995 through 1996 she was Senior  Director,  Investor  Relations  and  Financial
Communications  for  Microsoft  Corporation.  From  1993  to 1995  she was  Vice
President,  Investor  Relations,  and  from  1991 to 1993  she was  Director  of
Investor  Relations,  for MCI  Communications,  Inc..  She earned a Bachelor  of
Science  degree from the  University  of Maryland in 1975.  Ms. Weaver serves on
both the audit and compensation committees of the board of directors. Ms. Weaver
is the sister-in-law of Mr. Sherman. Ms. Weaver serves on the Board of Directors
of Applied Digital Solutions, Inc.

WHAT WE DO

         We provide  backend  asset  management  services to leasing and finance
companies that need to dispose of computer equipment that is coming off lease or
off  finance  agreements,  and to large and small  corporations  removing  older
technology from service.


         We purchase off-lease and excess, used,  refurbished and as-is computer
equipment and related products from a variety of sources  including  leasing and
finance  companies and Fortune 1000  companies.  We remarket  these  products to
brokers, exporters,  wholesalers,  retailers, value-added resellers, individuals
and corporate end users. We also provide parts-on-demand  services and brokerage
of recyclable materials both nationally and internationally.


         We sell a wide range of used, refurbished and as-is products, including
notebook and desktop  computers,  monitors,  processors,  disk drives,  CD's and
DVD's,  modems,  printers and memory. The majority of the computers we offer are
brand name Intel  Pentium(R) class or equivalent  products  manufactured by IBM,
Dell, Compaq, Apple, Sony, Fujitsu, Hewlett-Packard,  Gateway, Toshiba and other
major manufacturers.


         We are in the process of creating 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.  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  otherwise  have the  right of first  refusal  on our
client's computer asset base.


         We  expect  that  the  creation  of the  AMG  will  result  in  capital
expenditures  of  approximately  $500,000  to  $1,000,000  for the  purchase  of
computer  software and hardware and production  ands line equipment to implement
the AMG  backbone,  and that we will  increase  our employee  headcount  from 13
employees to  approximately  25 to 30  employees.  See "Results of  Operations -
Liquidity and Capital Resources" and "Risk Factors" below.


                                       12
<PAGE>


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 products
that can  serve  their  needs at  substantial  discounts  from the  price of new
merchandise.  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:

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

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

            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.
Much of this  expense  stems  from the fact that  used  equipment  from  various
diverse or distributed  environments  present many challenges which  enterprises
are generally not equipped to address such as:

            Widely distributed equipment locations.

            Changes  in  original   configurations,   upgrades  and   peripheral
            additions not recorded.

            Inoperative units.

            Varying cosmetic conditions.

            Inability to dispose of large volumes in the secondary market.

            Deployment of expensive technical staff against low value residuals;
            and

            Original packaging destroyed making shipping more difficult.

                                       13
<PAGE>


         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:

             Months                   Event                Value % of Purchase
--------------------------------------------------------------------------------
               6           First round of discounting              70%
               12            End-of-life discounting               45%
               15             Product discontinued                 30%
               36                 Salvage price                    10%

         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 when refurbished.  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 many vendors.  Such 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
merchandise.  Our experience  has indicated  that leasing  companies and vendors
look  favorably  upon a  distribution  channel  that  enables them to dispose of
significant   quantities  of  merchandise   quickly   without   affecting  their
traditional sales channels.


         A proactive,  well-defined  end of life  management  policy  provides a
constant  stream of product for the Company  while  reducing 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.


         A  well-designed  asset  management  system  can  significantly  reduce
product  lifecycle  costs.   Product  lifecycles  vary,  but  can  generally  be
categorized as follows:

            Power Users - state of the art  equipment is purchased and refreshed
            every 12- 24 months.

            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"


                                       14
<PAGE>

            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 will address:

            Used system configurations are inconsistent - many have had upgrades
            and peripheral parts added or removed;

            Many used systems are not in good working condition;

            Many used  systems  have  cosmetic  damage that may affect value and
            suitability for some uses such as redeployment;

            Used systems contain  proprietary  data and software  licenses which
            must be erased before reuse; and

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

         The asset management system we intend to implement is being designed to
process an unsorted stream of technology  according to a service profile we will
develop for each client. Using client-server 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.  Comprehensive  reporting provides a
tool for  managing  the asset  base.

            Service delivery should be consistent because our system server will
            instruct the  technicians  step-by-step  according to the customer's
            unique profile. Data reliability should be high because manual entry
            of data will be reduced  through the use of automated  client/server
            technology.

            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.

            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.

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

         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 the disposition costs.

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
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.  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 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


                                       15
<PAGE>

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.

HOW WE HANDLE AND PROCESS PRODUCTS

         After we receive the equipment that we have purchased at our warehouse,
we follow  standard  procedures  to audit each  shipment,  including  a physical
count,  inspection for physical damage and testing of equipment, as appropriate.
We then submit any  appropriate  freight claims or claims against the vendor for
shortages or defects that may be covered by warranties, if any.


         We have a standard process for refurbishing equipment,  that depends on
the type of product. For each standard product type, we have detailed procedures
under which we identify  any aspects or  components  of the product  that do not
meet our  requirements.  If the  defect  cannot  readily be  remedied  or if the
component cannot be replaced on a cost-effective basis, we use the component for
parts or otherwise dispose of the defective item.


         For example, the procedure we follow in refurbishing a desktop PC is:

         Inspection and testing

            Physical inspection of the exterior and appearance.

            Interior cleaning.

            Complete erasing of all existing data and software.

            Complete hardware diagnostics.

         Repair or set aside

            Replacement of defective components, if any.

            Set aside computers not suitable for repair, to be used for parts.

         Upgrade and testing

            Upgrade the computer according to the specifications of the customer
            work order.

            Test the upgraded hardware.

            Clean the exterior of the computer.

            Label and package the computer.


                                       16
<PAGE>

         The  time  required  for  the  refurbishment  process  depends  on  the
condition of the equipment.

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  and  sophisticated  search  tools,  in 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.


         Customers  place orders by  telephone,  fax or via e-mail.  On accepted
orders, a sales order is generated and is printed and delivered to our warehouse
for  processing.  The  product is then picked and taken from the  warehouse  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 24 to 48 hours following receipt
of the order.

RESULTS OF OPERATIONS

         The  following  table sets forth,  for the period ended March 31, 2002,
the percentage  relationship  to total revenue of line items in our statement of
operations.

                                                                         %
         Revenue                                                     100.0
         Cost of sales                                                78.2
                                                                  -------------
         Gross profit                                                 21.8
         Selling, general and administrative expenses                 18.2
         Depreciation and amortization                                 0.1
         Interest expense                                              0.2
                                                                  -------------
         Income before provision for income taxes                      3.3
         Provision for income taxes                                    1.3
                                                                  -------------
         Net income                                                    2.0
                                                                  =============

Three Months Ended March 31, 2002


         For accounting purposes the Merger of Delta and WTI has been treated as
a recapitalization of WTI as the acquirer (reverse acquisition).  The historical
financial  statements of WTI became those of the  Registrant  and the assets and
liabilities  of Delta  accounted  for as required  under the purchase  method of
accounting.


         The  Company  (for  purposes of this  discussion  WTI,  the  Accounting
Acquirer)  commenced business  operations in October 2001 and has no comparative
operating  history  for  the  quarter  ended  March  31,  2001.  Accordingly  no
comparable discussion is presented.


         The  Company's  results of  operations  for the quarter ended March 31,
2002 did not contain any unusual  gains or losses from  transactions  not in the
Company's  ordinary course of business.  The Company's results were in line with
its business plan and forecast for the first quarter of 2002.


                                       17
<PAGE>

Liquidity and Capital Resources

         Our current ratios at March 31, 2002 and December 31, 2001 were 1.3 and
1.4.,  respectively.  Working capital at March 31, 2002 was $184,466,  a $38,969
increase from the $145,497 at December 31, 2001.

         Net cash used in operating  activities  in the three months ended March
31, 2002 was $63,499. The cash used in operating activities during 2002 was as a
result of  increases in accounts  receivable,  inventory  and prepaid  expenses,
reduced by  increases  in accounts  payable,  accrued  expenses and income taxes
payable and by the net income for the period.

         Net cash used in investing  activities  was $7,116 in 2002 and was used
to purchase property and equipment.

         Net cash provided by financing activities was $33,970, $35,170 of which
was from  increases  in loans from  officers,  reduced  by $1,200  used to repay
capital lease obligations.

         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 raise additional funds to
finance the implementation of the AMG, and we may need to 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:

         our growth strategies,

         anticipated trends in our business and demographics,

         our  ability to  successfully  integrate  the  business  operations  of
         recently acquired companies, and

         regulatory, competitive or other economic influences.

         Forward-looking   statements   involve   known   and   unknown   risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by such forward-looking  statements.  Such
factors include,  among others, the following:  our continued ability to sustain
our growth through continuing vendor  relationships,  development of our 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.


                                       18
<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, 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.  While we generated a small profit in the quarter ended March 31, 2002, we
incurred a loss in fiscal 2001, and our future financial  results are uncertain.
There can be no assurance that we will continue to achieve profitability, and we
may incur losses in the foreseeable future. Continued profitability depends upon
many factors,  including our ability to raise capital when needed,  particularly
for  the  implementation  of our  AMG,  the  success  of our  various  marketing
programs,  the  maintenance  or reduction  of expense  levels and our ability to
successfully coordinate the efforts of the different divisions of our business.

Possible Fluctuations In Future Quarterly Results

         We have been in business  since October 2001 and have only two quarters
of  historic  quarterly  operating  results.  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
manufacturers  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
IBM  and  other  manufacturers  relating  to the  remarketing  of new  and  used
products;  the hiring and training of additional  personnel;  as well as 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 orders are 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 first
quarter of 2002, our top ten customers  accounted for approximately 80.4% of our
total revenues

         We do not have any exclusive long-term  arrangements with our customers
for the continued sales of computer systems.  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 first  quarter of 2002,  primarily all of our
sales of computer systems,  peripherals and parts were to brokers or remarketers
based in the United States. 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


                                       19
<PAGE>

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  merchandise.  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  merchandise to
us as they have in the past,  or that we will be able to  establish  new  vendor
relationships  that ensure  merchandise  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 raise additional funds to
implement  our  Asset  Management  Group  strategy,  and we may  need  to  raise
additional  funds to  finance  unanticipated  working  capital  requirements  or
acquire complementary businesses.


                                       20
<PAGE>

         We do not yet 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,  may not have  funds  available.  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  merchandise  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:

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

         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;

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

         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  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

                                       21
<PAGE>

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 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.


SIGNIFICANT 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


                                       22
<PAGE>

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 Part I, Item 1.
These  include,  but are not limited  to,  accounting  for revenue  recognition,
inventories,  income taxes and stock compensation.  While alternative methods of
accounting  for these items  could  result in  different  amounts to be reported
under different conditions or using alternative  assumptions,  in the aggregate,
such  differences are not likely to materially or adversely affect the Company's
financial condition.








                                       23
<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

         The following table lists all unregistered securities sold/issued by us
from  January 1, 2002 through  March 31,  2002.  These shares were issued to the
persons listed below in connection with the Merger,  or for services rendered to
Delta,  without  registration in reliance upon the exemption provided by Section
4(2) of the  Securities  Act of 1933,  as amended,  or  Regulation D promulgated
thereunder.

<TABLE>
<CAPTION>
Name/Entity/Nature        Note      Number of             Issued            Number of Common
                                     Persons                For                  Shares
<S>                        <C>          <C>       <C>                            <C>
Edward L. Cummings         1            1          Merger Consideration           1,800,000
David A. Loppert           1            1          Merger Consideration           1,800,000
Carl Saracino              1            1          Merger Consideration           1,800,000
Michael P. Sheerr          1            1          Merger Consideration           1,800,000
Marc Sherman               1            1          Merger Consideration           1,800,000
Leonard P. Stone           2            1               Finders Fee                 450,000
William J. Barbera         2            1               Finders Fee                 180,000
Frederic E. Smithline      3            1            Services Rendered              600,000

------------------
<FN>
1.      Represents  shares issued in connection with the Merger of WTI and Delta
        in a transaction  negotiated by the WTI  shareholders in connection with
        the  Merger,  which  Merger  transaction  was exempt  from  registration
        pursuant to Section 4(2) of the  Securities  Act.  The Merger  Agreement
        included an  acknowledgment  that the sale was not registered,  that the
        WTI  shareholders  were  acquiring the shares for investment and not for
        resale,  and that such  shareholder  acknowledged  that he must hold the
        shares until and unless registered or transferred in another transaction
        exempt from  registration.  In addition,  certificates  representing the
        shares were legended to indicate that they were restricted.
2.      Represents  shares  issued as a transaction  fee in connection  with the
        Merger,  which  transaction  was exempt  from  registration  pursuant to
        Section  4(2) of the Act. In  addition,  certificates  representing  the
        shares were legended to indicate that they were restricted.
3.      Represents  shares issued to Mr. Smithline for past services rendered to
        Delta , which services related to transactions  exempt from registration
        pursuant  to  Section  4(2)  of  the  Act.  In  addition,   certificates
        representing  the  shares  were  legended  to  indicate  that  they were
        restricted.
</FN>
</TABLE>


                                       24
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         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 January 29, 2002,  Delta had 1,769,168  shares  outstanding  and the
Majority in Interest  Stockholders held 1,057,100 of those shares  (representing
59.8% of  Delta's  outstanding  shares of common  stock) all of which were voted
"For" the amendment.


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 April 16, 2002, 5,000,000 options are
available to be granted under the Plan,  1,390,000 of which have previously been
granted by the  committee  designated  for such  purpose.  A copy of the Plan is
attached hereto as Exhibit 10.6 and is incorporated herein by reference.


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

         On February  13, 2002 we filed a Current  Report on Form 8-K  reporting
         that we had  completed the merger with  WindsorTech,  Inc, and on March
         27, 2002 we filed  Amendment No. 1 to this Current Report on Form 8-K/A
         which report  included the required  audited  financial  statements  of
         WindsorTech, Inc. (reverse acquisition).




                                       25
<PAGE>


                                    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:   April 16, 2002                    By:        /S/ MARC SHERMAN
                                                 -----------------------------
                                                        Marc Sherman
                                                   Chief Executive Officer











                                       26
<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 8-7539)

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

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 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

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 8-7539)

*   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 8-7539)





                                       27