As filed with the Securities and Exchange Commission on November 15, 2004
--------------------------------------------------------------------------------


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

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

                                   FORM 10-QSB
         (Mark One)

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

                                       OR

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

                         Commission File No.: 000-07539

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

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X   No
                                                             ---    ---

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

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


         Transitional Small Business Disclosure Format:

         Yes     No X
            ---    ---

<PAGE>



                                WINDSORTECH, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                               <C>

 Item                                               Description                                                 Page

 PART I - FINANCIAL INFORMATION

    1. Financial Statements (all unaudited)
       Condensed Consolidated Balance Sheets -
           September 30, 2004 and December 31, 2003                                                               1
       Condensed Consolidated Statements of Operations -
           Three and Nine Months Ended September 30, 2004 and 2003                                                2
       Condensed Consolidated Statement of Stockholders' Equity -
           Nine Months Ended September 30, 2004                                                                   3
       Condensed Consolidated Statements of Cash Flows -
           Nine Months Ended September 30, 2004 and 2003                                                          4
       Notes to Condensed Consolidated Financial Statements                                                       5
    2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                                                             10
    3. Controls and Procedures
                                                                                                                 15

 PART II - OTHER INFORMATION

    1. Legal Proceedings                                                                                         15
    2. Unregistered Sales of Equity Securities and Use of Proceeds                                               16
    3. Defaults Upon Senior Securities                                                                           16
    4. Submission of Matters to a Vote of Security Holders                                                       16
    5. Other Information                                                                                         16
    6. Exhibits                                                                                                  16

 SIGNATURES                                                                                                      17

 EXHIBITS                                                                                                        18

</TABLE>

                                       i

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                <C>                  <C>

PART I    FINANCIAL INFORMATION
Item 1.   Financial Statements

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

                                                                                     September 30,        December 31,
                                                                                             2004                2003
                                                                                  ------------------- -------------------
                                                         Assets
Current Assets
   Cash and cash equivalents                                                      $       322,885     $       270,155
   Accounts receivable, net of reserve of $30,000 in 2004 and $20,000 in 2003           1,623,173             223,326
   Accounts receivable - related party                                                     17,661              37,173
   Inventories                                                                          2,951,385             358,380
   Prepaid expenses and other current assets                                              148,689              46,906
   Deferred income taxes                                                                   37,470              14,528
--------------------------------------------------------------------------------- ------------------- -------------------
         Total Current Assets                                                           5,101,263             950,468
Property and Equipment, Net                                                               390,857             263,187
Deposits And Other Assets                                                                  95,905              64,851
Goodwill                                                                                2,305,205                   -
Intangibles, Net                                                                        3,268,060                   -
Deferred Income Taxes                                                                      45,322             112,492
--------------------------------------------------------------------------------- ------------------- -------------------

                                                                                  $    11,206,612      $    1,390,998
================================================================================= =================== ===================

                                          Liabilities And Stockholders' Equity
Current Liabilities

   Current maturities of capital lease obligations                                $             -      $        7,555
   Accounts payable                                                                     1,277,801             268,958
   Accrued expenses                                                                       731,801             152,796
   Notes payable - short-term                                                             273,000                   -
   Deferred revenue                                                                       554,175                   -
   Accrued payroll                                                                        388,944             277,075
   Customer deposits and other current liabilities                                        172,714                   -
   Notes payable - principal stockholders, current portion                                100,000               7,192
--------------------------------------------------------------------------------- ------------------- -------------------
         Total Current Liabilities                                                      3,498,435             713,576
Notes Payable - Principal Stockholders                                                    380,000             500,000
Capital Lease Obligations                                                                       -               3,403
--------------------------------------------------------------------------------- ------------------- -------------------
         Total Liabilities                                                              3,878,435           1,216,979
--------------------------------------------------------------------------------- ------------------- -------------------

Stockholders' Equity
    Preferred shares: Authorized 5,000,000 shares in 2004
       and 2003, $0.01 par value, none issued                                                   -                   -
   Common shares: authorized 55,000,000 shares in 2004 and 35,000,000 in
      2003, $0.01 par value; 24,532,007 shares issued and outstanding in
      2004 and 16,468,754 shares issued and outstanding in 2003                           245,320             164,688
   Common stock warrants                                                                1,637,261             116,000
   Additional paid-in capital                                                           5,787,689             658,599
   Retained earnings (deficit)                                                           (342,093)           (765,268)
--------------------------------------------------------------------------------- ------------------- -------------------
         Total Stockholders' Equity                                                     7,328,177             174,019
--------------------------------------------------------------------------------- ------------------- -------------------
                                                                                   $   11,206,612       $   1,390,998
================================================================================= =================== ===================

</TABLE>
--------------------------------------------------------------------------------
See the accompanying notes to condensed consolidated financial statements.
                                                                          Page 1

<PAGE>

<TABLE>
<CAPTION>
<S>                                            <C>               <C>                <C>               <C>

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

Revenue                                    $    8,195,264    $    1,496,252     $  15,737,595     $    5,035,208

Cost Of Sales                                   6,249,214         1,086,476        11,519,499          3,827,401
----------------------------------------- ----------------- ------------------ ----------------- ------------------

Gross Profit                                    1,946,050           409,776         4,218,096          1,207,807

Selling, General And Administrative
   Expenses                                     1,270,421           545,085         3,427,560          1,417,562

Depreciation And Amortization                     122,344            19,659           232,556             49,094

Interest Expense, net                              25,566            17,442            59,805             63,947
----------------------------------------- ----------------- ------------------ ----------------- ------------------

Income  (Loss) Before Provision For
   Income Taxes                                   527,719          (172,410)          498,175           (322,796)

Provision For Income Taxes                        247,396             1,100            75,000              2,200
----------------------------------------- ----------------- ------------------ ----------------- ------------------


Net Income (Loss)                          $      280,323    $     (173,510)    $      423,175    $     (324,996)
========================================= ================= ================== ================= ==================

Net Income  (Loss) Per Common Share -
   Basic                                   $        0.011    $       (0.011)    $        0.017    $       (0.021)
Net Income  (Loss) Per Common Share -
   Diluted                                 $        0.010    $       (0.011)    $        0.015    $       (0.021)
========================================= ================= ================== ================= ==================

Weighted Average Number Of Common
   Shares Outstanding -Basic                   24,478,772        16,349,284         24,333,402        15,392,540
Weighted Average Number Of Common
   Shares Outstanding -Diluted                 27,514,579        16,349,284         27,365,341        15,392,540
========================================= ================= ================== ================= ==================

</TABLE>

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

                                                                          Page 2

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>            <C>           <C>             <C>              <C>              <C>

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


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

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

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

Common Stock Issued                  6,000,000         60,000               -        1,716,389                -           1,776,389

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

Stock Option Compensation                    -              -               -            8,333                -               8,333

Shares Issued for Services             105,422          1,054               -          173,946                -             175,000

Net Income                                   -              -               -                -                              423,175
                                                                                                        423,175

------------------------------------------------- ------------ --------------- ---------------- ---------------- ------------------
Balance - September 30, 2004        24,532,007     $245,320      $  1,637,261    $   5,787,689    $    (342,093)   $      7,328,177
================================================= ============ =============== ================ ================ ==================

</TABLE>

--------------------------------------------------------------------------------
See the accompanying notes to condensed consolidated financial statements.
                                                                          Page 3

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                               <C>                  <C>


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

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

Cash Flows From Operating Activities
   Net Income (Loss)                                                              $     423,175        $    (324,996)
   Adjustments to reconcile net income (loss) to net cash provided by operating
      activities:
         Depreciation and amortization                                                  232,556               49,094
         Stock option compensation expense                                                8,333                    -
         Common Shares issued for services                                              175,000                    -
         Common Stock warrants issued for services                                            -               60,000
         Deferred tax benefit                                                            25,000                    -
         Changes in assets and liabilities:
            (Increase) in accounts receivable                                          (136,626)            (217,671)
            (Increase) decrease in inventories                                       (1,768,380)             265,280
            (Increase) in prepaid expenses and other assets                             (95,483)             (13,691)
            Increase (decrease) in accounts payable                                     405,363              (83,650)
            Increase in accrued expenses                                                841,972              139,623
-------------------------------------------------------------------------------- -------------------- ------------------
Net Cash Provided By (Used In) Operating Activities                                     110,910             (126,011)
-------------------------------------------------------------------------------- -------------------- ------------------

Cash Flows From Investing Activities
     Payments for property and equipment                                                (74,645)             (90,213)
     Payments for trademark                                                              (3,010)                   -
     Payments for Qualtech acquisition, net of cash acquired                         (3,005,375)                   -
-------------------------------------------------------------------------------- -------------------- ------------------
Net Cash Used In Investing Activities                                                (3,083,030)             (90,213)
-------------------------------------------------------------------------------- -------------------- ------------------

Cash Flows From Financing Activities
     Net proceeds from the sale of common stock and warrants                          3,300,000              554,731
     Net payments on notes payable                                                     (237,000)            (218,585)
     Net payments on notes payable - officers                                           (27,192)                   -
     Payments on capital lease obligations                                              (10,958)              (7,230)
-------------------------------------------------------------------------------- -------------------- ------------------
Net Cash Provided By Financing Activities                                             3,024,850              328,916
-------------------------------------------------------------------------------- -------------------- ------------------

Net Increase In Cash And Cash Equivalents                                                52,730              112,692

Cash And Cash Equivalents - Beginning Of Period                                         270,155               54,383
-------------------------------------------------------------------------------- -------------------- ------------------
Cash And Cash Equivalents - End of Period                                         $     322,885        $     167,075
================================================================================ ==================== ==================

</TABLE>

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

<PAGE>


1.       BASIS OF PRESENTATION


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


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

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         Business Organization


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

         We  are a  technology  services  company.  We  manage  the  information
technology (IT) products of Fortune 1000 and government customers,  specializing
in data security and regulatory compliance.  We turn our clients' IT liabilities
into IT assets, by maintaining,  refurbishing and/or reselling equipment.  Prior
to resale,  the company  utilizes its  proprietary  Department  of Defense (DOD)
level certified data sweep,  eliminating  otherwise  recoverable data. We reduce
our customers'  potential  liability by ensuring  regulatory  and  environmental
compliance  for IT  products.  We  also  provide  maintenance  services  for IBM
mainframes and associated peripherals. We are now using the brand name "QSGI" to
identify all of our products and services that we offer.

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

                                       5

<PAGE>

midrange computers, notebook and desktop computers,  monitors,  processors, disk
drives, CD's, DVD's, modems, printers and memory. We only remarket mainframe and
associated  peripherals  that are  manufactured  by IBM.  The majority of the pc
computers  we offer for sale are brand name Intel  Pentium  class or  equivalent
products   manufactured   by  IBM,   Dell,   Compaq,   Apple,   Sony,   Fujitsu,
Hewlett-Packard,  Gateway,  Toshiba and other major  manufacturers.  We consider
these  items to be our  "principal  product".  We  operate  in one  segment  and
consider the  services we provide and the products we sell as our single  source
of revenue.  Our  business  is  marginally  seasonal,  with the July - September
period usually being slower than other periods.


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


         Estimates


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


         Earnings (Loss) Per Share


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


<TABLE>
<CAPTION>
<S>                               <C>                  <C>                   <C>                  <C>


                                 Three Months Ended September 30,            Nine Months Ended September 30,
                        ------------------------------------------ ------------------------------------------
                                     2004                 2003                  2004                 2003
                                     ----                 ----                  ----                 ----
Basic                             24,478,772           16,349,284            24,333,402           15,392,540
Stock options                      1,815,349                    -             1,907,649                    -
Stock warrants                     1,220,458                    -             1,124,290                    -
                        --------------------- -------------------- --------------------- --------------------
Diluted                           27,514,579           16,349,284            27,365,341           15,392,540
                        ===================== ==================== ===================== ====================
</TABLE>

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


         Stock-Based Compensation

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

         Had compensation cost for these plans been determined based on the fair
value at the grant  dates

                                       6

<PAGE>

for awards under these plans,  consistent with the alternative  method set forth
under SFAS No. 123,  Accounting  for  Stock-Based  Compensation,  the  Company's
expenses for the three and nine months ended  September  30, 2004 and 2003 would
have increased. The pro forma amounts are indicated below:

<TABLE>
<CAPTION>
<S>                                               <C>                   <C>                <C>                <C>


                                                 Three Months Ended September 30,          Nine Months Ended September 30,
                                            -------------------------------------------- ------------------------------------
                                                     2004                   2003               2004                2003
                                            ---------------------- --------------------- ------------------ -----------------

Net income (loss), as reported                    $    280,323          $ (173,510)        $   423,175        $ (324,996)
Add: Stock-based employee compensation
expense included in reported net income
(loss), net of related tax effects                       3,800                  --               5,000                --
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effects                  (1,193,349)                 --          (3,928,563)             (575)
Pro forma net income (loss)                       $   (909,226)         $ (173,510)        $(3,500,388)       $ (325,571)
Earnings (loss) per share:
Basic - as reported                               $      0.011          $   (0.011)        $     0.017        $   (0.021)
Diluted - as reported                             $      0.010          $   (0.011)        $     0.015        $   (0.021)
Basic - Pro forma                                 $     (0.037)         $   (0.011)        $    (0.144)       $   (0.021)
Diluted - Pro forma                               $     (0.037)         $   (0.011)        $    (0.144)       $   (0.021)

------------------------------------------- ---------------------- --------------------- ------------------ -----------------
</TABLE>

         The  weighted  average per share fair value of the options  granted was
$1.48  and  $1.22  for the  three and nine  months  ended  September  30,  2004,
respectively  and $0.003 for the three and nine months ended September 30, 2003.
The fair value of each option  granted is  estimated  on the date of grant using
the  Black-Scholes  option-pricing  model  with the  following  weighted-average
assumptions:

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

   Risk-free interest rates                         3.6%               2.9%
   Expected option lives                         5 years            5 years
   Expected volatilities                         109.71%                 0%
   Expected dividend yields                           0%                 0%

         Impact of Recently Issued Accounting Standards

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

                                       7

<PAGE>

liabilities  and  noncontrolling  interest  of the  VIE.  The  adoption  of this
standard  had no  impact on the  Company's  financial  position  or  results  of
operations.

3.       INVENTORIES


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

                                                     2004                 2003
                                          -----------------    -----------------
   Finished goods                         $    2,590,083        $      276,794
   Inventory in transit                          376,302                96,586
   Allowance for excess and obsolescence         (15,000)              (15,000)
                                          -----------------    -----------------
                                          $    2,951,385        $      358,380
                                          =================    =================


4.       CHANGE IN CONTROL/MERGER

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


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


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


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


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


5.       FINANCING

         On April 24, 2002,  the Company  entered into a secured loan  agreement
with its  principal  stockholders.  The  agreement  was amended on September 30,
2002,  February  28, 2003 and March 29,

                                       8


<PAGE>

2004 to extend the maturity date. The loans are secured by substantially  all of
the  assets of the  Company.  Each  principal  stockholder  loaned  the  Company
$110,000 (for an aggregate of $550,000).  The loans bear interest at the rate of
12% per annum with  interest  only payments  payable  monthly in arrears.  As of
September 30, 2004, the outstanding  principal  stockholder loans were $480,000.
$100,000  plus all accrued  interest  is due and  payable on January  31,  2005.
$380,000 plus all accrued  interest is due and payable on January 31, 2006.  The
loan agreement, as amended,  provides, among other standard and customary terms,
that when the Company  arranges  permanent  long or short- term  financing,  the
principal stockholder loans will be subordinate to such permanent financing,  if
required.  At  maturity,  at the  election of the  principal  stockholders,  the
Company shall repay such loans in cash or in a combination of cash and shares of
the Company's Common Stock, with such stock valued at the current "market value"
determined by a professional  valuation  service.  The Company and the principal
stockholders also entered into an InterCreditor Agreement.


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


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


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

         At September 30, 2004, the Company had  borrowings  under this facility
of $273,000 with additional availability of $501,000.


6.       ACQUISITIONS


         On May 28, 2004,  we completed  the purchase of all of the  outstanding
shares  of  QualTech  International  Corporation  and  its  affiliate,  QualTech
Services  Group,  Inc.  QualTech   International   Corp  sells  refurbished  IBM
mainframes  and  associated  IBM  peripherals  to  companies  around  the world.
QualTech Services Group provides hardware maintenance  solutions and information
systems consulting  services to businesses in the United States. The acquisition
was  accounted  for  under  the  purchase  method  of  accounting.  Identifiable
intangible  assets of  $3,400,000  have been  recorded  based  upon  preliminary
estimates as of the date of  acquisition.  The excess of purchase price over the
fair value of the assets and liabilities of $2,305,205 was recorded as goodwill.
Any changes to the  preliminary  estimates will be reflected as an adjustment to
goodwill. Preliminary estimates were obtained using the assistance of an outside
valuation  company.  Under the terms of the agreement,  QualTech's  shareholders
received a combination of 1,957,831 shares of Windsortech  common stock and cash
totaling  $6.5  million of which $3.25  million  was cash and $3.25  million was
common stock.


         In considering  the benefits of the Qualtech  acquisitions,  management
recognized  the  strategic  complement  of  Qualtech's  products,  services  and
customer  database.  This  complement  provides a strong

                                       9

<PAGE>

platform for further development of our pc asset management services.


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

<TABLE>
<CAPTION>

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


                                                     Three Months Ended            Nine Months Ended
                                                       September 30,                 September 30,
                                                           2003                    2004              2003

Revenue                                               $ 6,107,041             $ 24,379,802     $ 16,512,841

Net Income                                               $ 72,763                $ 623,037          339,899

Net Income Per Common Share - Basic                       $ 0.003                  $ 0.025          $ 0.015

Net Income Per Common Share - Diluted                      $0.002                  $ 0.020          $ 0.011

</TABLE>


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

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

         All such  forward-looking  information involves risks and uncertainties
and may be affected by many factors, some of which are beyond our control. These
factors include:

         o        Our growth strategies.
         o        Anticipated trends in our business and demographics.
         o        Our ability to successfully  integrate the business operations
                  of recently acquired companies; and
         o        Regulatory, competitive or other economic influences.

         Forward-looking   statements   involve   known   and   unknown   risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by such forward-looking  statements.  Such
factors include,  among others, the following:  our continued ability to sustain
our growth through  continuing  vendor  relationships,  development of our Asset
Management  Group  ("AMG")  and future  business  acquisitions;  the  successful
consummation  and  integration of future  acquisitions;  the ability to hire and
retain key personnel; the continued development of our technical, manufacturing,
sales,

                                       10


<PAGE>

marketing and  management  capabilities;  relationships  with and  dependence on
third-party  suppliers;  anticipated  competition;   uncertainties  relating  to
economic  conditions where we operate and payment and clearance systems to which
we are subject;  uncertainties  relating to government and regulatory  policies;
uncertainties  relating to customer plans and commitments;  rapid  technological
developments  and  obsolescence  in the products we sell and the  industries  in
which we operate and compete;  existing and  potential  performance  issues with
suppliers and customers;  governmental export and import policies;  global trade
policies;   worldwide  political  stability  and  economic  growth;  the  highly
competitive   environment  in  which  we  operate;   potential   entry  of  new,
well-capitalized  competitors  into our  markets;  and  changes  in our  capital
structure  and cost of capital.  The words  "believe",  "expect",  "anticipate",
"intend" and "plan" and similar expressions identify forward-looking statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements, which speak only as of the date the statement, was made.

RECENT DEVELOPMENTS

         On April 19,  2004,  David A.  Loppert  filed a  Complaint  against the
Company in the Chancery Court of New Castle County, Delaware, Case No. 394-N, in
which he  asserted  that he  remained a  director  and  officer  of the  Company
notwithstanding  the Company's  position that he no longer held those positions.
Settlement discussions were held and a dispute arose as to whether agreement had
been reached.  On May 14, 2004,  Mr.  Loppert filed a second  lawsuit,  Case No.
441-N in which he asserted that a settlement  had been reached and that he would
acknowledge  that he was no longer an officer or director  provided  the Company
delivered to him options to purchase 1.1 million shares of the Company's  common
stock at $1.10 per share. The Company defended and asserted that final agreement
had never been reached.  However,  on June 25, 2004, the Delaware Chancery Court
ruled that an enforceable settlement had been reached.  Additionally,  the court
ruled the Company  must pay Mr.  Loppert's  legal fees  related to this  matter.
Based upon the Court's  decision in this  matter,  Mr.  Loppert may remain as an
employee of the Company  through  September  30,  2004.  The Company  recorded a
settlement  expense in the quarter  ended June 30,  2004.  The Company  does not
expect a material  impact on its cash flows,  as the  options in question  are a
non-cash item. On July 27th, 2004, the Company  determined to appeal the Court's
ruling. If the ruling is reversed,  the accounting charges reflecting settlement
expense will likely be reversed.

         On July 27, 2004, the Company  received  notice from the Securities and
Exchange  Commission  that  its  registration  statement  on Form  SB-2  for the
registration of 28,876,839 shares of stock became effective.

         On October 20, 2004, the Company filed a registration statement on Form
S-8 to register the issuance of up to 9,238,292  shares of common stock pursuant
to the Windsortech, Inc. 2002 Flexible Stock Plan.

         On September 17, 2004, in an Action by Consent in Writing of a Majority
of  Shareholders,  the number of shares which the  Corporation  is authorized to
issue was increased from 35 million  shares of Common Stock,  par value $.01 per
share to 55 million shares of Common Stock, par value $.01 per share.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
<S>                                                        <C>              <C>            <C>             <C>

                                                          Three Months Ended               Nine Months Ended
                                                             September 30,                   September 30,
                                                    -------------------------------- ------------------------------
                                                            2004             2003             2004          2003
                                                    --------------- ---------------- -------------- ---------------
                                                              %                %              %               %
Revenue                                                    100.0            100.0          100.0           100.0

                                       11


<PAGE>

Cost Of Sales                                               76.3             72.6           73.2            76.0
--------------------------------------------------- --------------- ---------------- -------------- ---------------
Gross Profit                                                23.7             27.4           26.8            24.0
Selling, General And Administrative Expenses                15.5             36.4           21.8            28.2
Depreciation And Amortization                                1.5              1.3            1.5             1.0
Interest Expense, net                                        0.3              1.2            0.3             1.3
--------------------------------------------------- --------------- ---------------- -------------- ---------------
Income (Loss) Before Provision For Income Taxes              6.4            (11.5)           3.2            (6.5)
Provision For Income Taxes                                   3.0              0.1             .5               -
--------------------------------------------------- --------------- ---------------- -------------- ---------------
Net Income (Loss)                                            3.4            (11.6)           2.7            (6.5)
=================================================== =============== ================ ============== ===============

</TABLE>

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


         Revenue  for the  quarter  ended  September  30,  2004  was  $8,195,264
compared to revenue of $1,496,252  for the quarter  ended  September 30, 2003, a
$6,699,012 increase,  or 447.7%.  $5,820,051 of the increase was a result of our
recent  acquisitions  and the  balance  was due to  organic  growth  of our core
business, which came from our increased market penetration.


         Gross profit for the quarter ended  September  30, 2004 was  $1,946,050
compared to a gross profit of $409,776 for the quarter ended September 30, 2003,
a $1,536,274  increase,  or 374.9%. Gross margin was 23.7% for the quarter ended
September 30, 2004 compared to 27.4% for the quarter ended September 30, 2003.


         Gross  margin  for 2004  decreased  over the same  period in 2003.  The
decrease in gross  margin came  mainly as a result of a  prepayment  for product
that,  as we  did  our  quality  control,  was  found  to  contain  confidential
information.  It took  our  "Fortune  100"  customer  approximately  6 weeks  to
determine  how it  wanted to  handle  its own  quality  control  situation.  Our
decision to provide this courtesy to our customer  temporarily strained our cash
position and reduced our inventory turns on our higher gross profit inventory.


         Selling,  general and  administrative  expenses  for the quarter  ended
September   30,  2004  were   $1,270,421   compared  to  selling,   general  and
administrative  expenses of $545,085 for the quarter ended September 30, 2003, a
$725,336 increase,  or 133.1%. Of this increase,  $162,000 was from the acquired
companies,  $72,000 from increased  professional fees and the balance due to the
use this  quarter of public  relations  firms,  the  increased  use of temporary
agencies to obtain qualified personnel, and salary increases.


         Depreciation  and amortization for the quarter ended September 30, 2004
was  $122,344  compared  to  depreciation  and  amortization  of $19,659 for the
quarter ended September 30, 2003, a $102,685 increase,  or 522.3%. This increase
was the result of  depreciation  and the  amortization  of intangibles  from the
acquired companies and a full quarter of fixed asset additions that were made in
2003.


         Interest  expense for the quarter ended September 30, 2004, was $25,566
compared to interest  expense of $17,442 for the  quarter  ended  September  30,
2003, a $8,124 increase, or 46.6%,  commensurate with a increase in the level of
the Company's borrowings.


         In the quarter ended  September 30, 2004, the Company  recorded  income
tax expense of $247,306.  The  Company's  effective  tax rate is higher than the
statutory rate because the amortization  expense recorded on certain  intangible
assets acquired in our recent acquisition is not deductible for tax purposes. In
the quarter ended September 30, 2003, the company did not record any federal tax
benefit,

                                       12


<PAGE>

because it increased  its valuation  allowance  against its deferred tax assets,
and expensed its minor state tax obligation.


Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30,
2003


         Revenue for the nine months ended  September  30, 2004 was  $15,737,595
compared to revenue of $5,035,208 for the nine months ended  September 30, 2003,
a $10,702,387  increase,  or 212.6%.  $7,361,939 of the increase was a result of
our recent  acquisitions  and the balance was due to organic  growth of our core
business, which came from our increased market penetration.


         Gross  profit  for  the  nine  months  ended  September  30,  2004  was
$4,218,096  compared to a gross profit of  $1,207,807  for the nine months ended
September 30, 2003, a $3,010,289 increase, or 249.2%. Gross margin was 26.8% for
the nine months ended  September  30, 2004 compared to 24.0% for the nine months
ended September 30, 2003.


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


         Selling,  general and administrative expenses for the nine months ended
September   30,  2004  were   $3,427,560   compared  to  selling,   general  and
administrative  expenses of $1,417,562  for the nine months ended  September 30,
2003, a $2,009,998  increase,  or 141.8%.  Selling,  general and  administrative
expense  increased  as a result of  recording a one time  settlement  expense of
$380,000,  $785,000  attributable  to  the  companies  acquired,  $147,000  from
increased  professional fees mostly attributable to the settlement of a lawsuit,
and the  balance  due to the use of public  relations  firms,  increased  use of
temporary agencies to obtain qualified personnel, and salary increases.


         Depreciation  and  amortization for the nine months ended September 30,
2004 was $232,556  compared to depreciation  and amortization of $49,094 for the
nine months ended  September 30, 2003,  an $183,462  increase,  or 373.7%.  This
increase was the result of depreciation and the amortization of intangibles from
the acquired  companies  and a full quarter of fixed asset  additions  that were
made in 2003.


         Interest  expense for the nine months ended  September  30,  2004,  was
$59,805  compared  to  interest  expense of $63,947  for the nine  months  ended
September 30, 2003, a $4,142 decrease, or (6.5)%, commensurate with the decrease
in the Company's borrowings.

         In the nine months  ended  September  30,  2004,  the Company  recorded
income tax expense of $75,000.  The  Company's  effective tax rate is lower than
the statutory rate due to a decrease in the valuation allowance recorded against
the  Company's  deferred tax asset.  This  reduction  was recorded in the second
quarter of 2004 from the reversal of valuation allowances previously established
against the Company's deferred tax assets, as the Company  anticipates that such
benefit  is more  likely  than  not to be  realized.  In the nine  months  ended
September 30, 2003, the company did not record any federal tax benefit,  because
it increased  its  valuation  allowance  against its  deferred  tax assets,  and
expensed its minor state tax obligation.

Geographic Areas

                                       13


<PAGE>

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


Liquidity and Capital Resources

         Net cash provided by (used in) operating  activities in the nine months
ended  September 30, 2004 and 2003, was $110,910 and  $(126,011),  respectively.
Net cash provided by operating  activities during the period ended September 30,
2004 was primarily as a result of net income,  and increase in accounts  payable
and accrued expenses, offset by an increase in accounts receivable,  increase in
inventories,  and an increase in prepaid  expenses.  Net cash used in  operating
activities  during the period ended  September  30, 2003 was the result of a net
loss for the period, an increase in accounts receivable,  a decrease in accounts
payable offset by a decrease in inventory, and an increase in accrued expenses.

         Net  cash  used  in  investing  activities  in the  nine  months  ended
September 30, 2004 was $3,083,030 compared to $90,213 net cash used in investing
activities  in the nine  months  ended  September  30,  2003.  Net cash  used in
investing  activities  in the nine months ended  September  30, 2004 was for the
Qualtech  acquisition  and for the  purchase of fixed  assets.  Net cash used in
investing  activities  in the nine months ended  September  30, 2003 was for the
purchase fixed assets.

         Net cash  provided by  financing  activities  for the nine months ended
September  30,  2004 was  $3,024,850.  This was the result of the sale of common
stock and warrants,  reduced by payments on capital leases and payments on notes
payable.  Net cash  provided by financing  activities  for the nine months ended
September 30, 2003 was $328,916. This was the result of the sale of common stock
and  warrants,  reduced by payments  on officer  notes  payable and  payments on
capital leases.

         Although cash flow was negatively  impacted during the quarter due to a
prepayment  for product that was found to contain  confidential  information  as
described  above in  Management's  Discussion  and Analysis for the three months
ended  September  30,  2004,  additional  funds were  received by the Company in
October, 2004 through the exercise of warrants and options. We believe that this
cash along with cash generated from  operations,  will be sufficient to meet our
near term cash requirements,  as well as the cash required to support additional
sales personnel that will help grow our business.  However, we may need to raise
additional  funds to finance  unanticipated  working capital  requirements or to
acquire complementary businesses.

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


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

Impact of Recently Issued Accounting Standards

         In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised
December 2003), Consolidation of Variable Interest Entities, which addresses how
a business  enterprise  should evaluate  whether it has a controlling  financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest  Entities,  which was issued in January 2003.
The Company  will be required  to apply FIN 46R to  variable  interests  in VIEs
created after  December 31, 2003. For any VIEs that must be  consolidated  under
FIN 46R that were created before January 1, 2004,  the assets,  liabilities  and
noncontrolling  interests  of the VIE  initially  would  be  measured  at  their
carrying amounts with any

                                       14


<PAGE>

difference  between the net amount added to the balance sheet and any previously
recognized  interest being recognized as the cumulative  effect of an accounting
change.  If determining the carrying amounts is not  practicable,  fair value at
the date FIN 46R first  applies may be used to measure  the assets,  liabilities
and  noncontrolling  interest of the VIE. The  adoption of this  standard had no
impact on the Company's financial position or results of operations.



ITEM 3 CONTROLS AND PROCEDURES


Evaluation of disclosure controls and procedures


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


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

Changes in internal control over financial reporting

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


Part II - OTHER INFORMATION

ITEM 1.             LEGAL PROCEEDINGS

         On April 19,  2004,  David A.  Loppert  filed a  Complaint  against the
Company in the Chancery Court of New Castle County, Delaware, Case No. 394-N, in
which he  asserted  that he  remained a  director  and  officer  of the  Company
notwithstanding  the Company's  position that he no longer held those positions.
Settlement discussions were held and a dispute arose as to whether agreement had
been reached.  On May 14, 2004,  Mr.  Loppert filed a second  lawsuit,  Case No.
441-N in which he asserted that a settlement  had been reached and that he would
acknowledge  that he was no longer an officer or director  provided  the Company
delivered to him options to purchase 1.1 million shares of the Company's  common
stock at $1.10 per share. The Company defended and asserted that final agreement
had never been reached.  However,  on June 25, 2004, the Delaware Chancery Court
ruled that an enforceable settlement had been reached.  Additionally,  the court
ruled the Company  must pay Mr.  Loppert's  legal fees  related to this  matter.
Based upon the Court's  decision in this  matter,  Mr.  Loppert may remain as an

                                       15


<PAGE>

employee of the Company  through  September  30,  2004.  On July 27,  2004,  the
Company determined to appeal the Court's ruling to the Delaware Supreme Court.

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


ITEM 2.             UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         None


ITEM 3.             DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         None


ITEM 5.             OTHER INFORMATION

         None

ITEM 6.             EXHIBITS


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


                                       16

<PAGE>


                                    SIGNATURE

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

                              WINDSORTECH, INC.
                              (Registrant)

Dated:    November 12, 2004   By:                  /S/ MARC SHERMAN
                                    --------------------------------------------
                                                     Marc Sherman
                                                Chief Executive Officer

Dated:    November 12, 2004   By:               /S/ EDWARD L. CUMMINGS
                                    --------------------------------------------
                                                  Edward L. Cummings
                                        Vice President, Chief Financial Officer

                                       17

<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
                  00000-07539)).

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

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

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

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

         3.4      Action by Consent in  Writing  of a Majority  of  Stockholders
                  dated  September 17, 2004  increasing  the number of shares of
                  the Corporation

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       18


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

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

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

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

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

         10.12    Employment and Non-Compete Agreement - Joel Owens

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

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

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

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

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

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

                                       19

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