EXHIBIT 31.1
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                                 CERTIFICATION
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I, Marc Sherman, Chairman, Chief Executive Officer and President, certify that:

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

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

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

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


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

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

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

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

            (a) all  significant  deficiencies  and material  weaknesses  in the
            design or operation of internal  control  over  financial  reporting
            which are  reasonably  likely to adversely  affect the  registrant's
            ability  to  record,   process,   summarize  and  report   financial
            information; and


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

Date:  May 13, 2004              /s/ Marc Sherman
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                                 Marc Sherman
                                 Chairman, Chief Executive Officer and President