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


                                  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 March 31, 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
May 10, 2004, is as follows:

      Class of Common Equity                               Number of Shares
      ----------------------                               ----------------
      Common Stock, par value $.01                            16,468,754


         Transitional Small Business Disclosure Format:

         Yes    [ ]  No [X]

<PAGE>

                                WINDSORTECH, INC.

                                TABLE OF CONTENTS

   Item                            Description                              Page

 PART I - FINANCIAL INFORMATION

    1.      Financial Statements (all unaudited)
            Balance Sheets -
                March 31, 2004 and December 31, 2003                           2
            Statements of Operations -
                Three Months Ended March 31, 2004 and 2003                     3
            Statement of Stockholders' Equity -
               Three Months Ended March 31, 2004                               4
            Statements of Cash Flows -
               Three Months Ended March 31, 2004 and 2003                      5
            Notes to Financial Statements                                      6
    2.      Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                       9
    3.      Controls and Procedures                                           13

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

 SIGNATURES                                                                   16

 EXHIBITS                                                                     17


                                       i
<PAGE>

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

                                                     BALANCE SHEETS
                                                       (Unaudited)


                                                                                        March 31,        December 31,
                                                                                             2004                2003
                                                                                  -------------------------------------
                                                         Assets
Current Assets
<S>                                                                                   <C>                 <C>
   Cash and cash equivalents                                                          $    45,043         $   270,155
   Accounts receivable, net of reserve of $14,154 in 2004 and $20,000 in 2003             644,264             223,326
   Accounts receivable - related party                                                     94,358              37,173
   Inventories                                                                            880,525             358,380
   Prepaid expenses and other current assets                                               32,982              46,906
   Deferred income taxes                                                                   14,528              14,528
-----------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                           1,711,700             950,468
Property and Equipment, Net                                                               249,032             263,187
Deferred Income Taxes                                                                     112,492             112,492
Other Assets                                                                               83,548              64,851
-----------------------------------------------------------------------------------------------------------------------

                                                                                      $ 2,156,772         $ 1,390,998
=======================================================================================================================

                                          Liabilities And Stockholders' Equity
Current Liabilities
   Current maturities of capital lease obligations                                    $     6,243         $     7,555
   Accounts payable                                                                       601,198             268,958
   Accrued expenses                                                                       179,467             152,796
   Accrued payroll - principal stockholders                                               318,328             277,075
   Customer deposits and other current liabilities                                         31,452                  --
   Notes payable - principal stockholders, current portion                                360,468               7,192
-----------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                      1,497,156             713,576
Notes Payable - Principal Stockholders                                                    400,000             500,000
Capital Lease Obligations                                                                   2,159               3,403
-----------------------------------------------------------------------------------------------------------------------
         Total Liabilities                                                              1,899,315           1,216,979
-----------------------------------------------------------------------------------------------------------------------

Stockholders' Equity
    Preferred shares: Authorized 5,000,000 shares
       $0.01 par value, none issued                                                            --                  --
   Common shares: authorized 35,000,000 shares
      $0.01 par value; 16,468,754 shares issued and
       outstanding in 2004 and 2003                                                       164,688             164,688
   Common stock warrants                                                                  116,000             116,000
   Additional paid-in capital                                                             658,599             658,599
   Retained earnings (deficit)                                                           (681,830)           (765,268)
-----------------------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity                                                       257,457             174,019
-----------------------------------------------------------------------------------------------------------------------

                                                                                      $ 2,156,772         $ 1,390,998
=======================================================================================================================

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

<PAGE>

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



                                          STATEMENTS OF OPERATIONS
                             For The Three Months Ended March 31, 2004 and 2003
                                                 (Unaudited)

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

<S>                                                                        <C>                 <C>
Revenue                                                                    $  2,681,857        $  1,715,472

Cost of sales                                                                 1,911,471           1,439,006
-------------------------------------------------------------------------------------------------------------

Gross profit                                                                    770,386             276,466

Selling, general and administrative expenses                                    637,219             412,464
Depreciation and amortization                                                    25,109              10,823
Interest expense, net                                                            16,367              25,395
-------------------------------------------------------------------------------------------------------------


Income  (loss) before provision (benefit) for income taxes                       91,691            (172,216)

Provision for income taxes                                                        8,253               1,100
-------------------------------------------------------------------------------------------------------------

Net income (loss)                                                          $     83,438        $   (173,316)
=============================================================================================================


  Net income (loss) per common share - basic                               $      0.005        $     (0.012)

  Net income (loss) per common share - diluted                             $      0.004        $     (0.012)
=============================================================================================================

Weighted average number of common shares outstanding - basic                 16,468,754          14,914,168
Weighted average number of common shares outstanding - diluted               19,107,521          14,914,168
=============================================================================================================

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

<PAGE>

<TABLE>
<CAPTION>

                                                    WINDSORTECH, INC.
-------------------------------------------------------------------------------------------------------------------------


                                            STATEMENT OF STOCKHOLDERS' EQUITY
                                        For The Three Months Ended March 31, 2004
                                                       (Unaudited)



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

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

Net Income                              --             --             --             --         83,438          83,438
                               -----------------------------------------------------------------------------------------

Balance - March 31, 2004        16,468,754     $  164,688     $  116,000     $  658,599     $ (681,830)     $  257,457
                               -----------------------------------------------------------------------------------------



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

<PAGE>

<TABLE>
<CAPTION>

                                                WINDSORTECH, INC.
---------------------------------------------------------------------------------------------------------------


                                            STATEMENTS OF CASH FLOWS
                               For The Three Months Ended March 31, 2004 and 2003
                                                   (Unaudited)

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

<S>                                                                                  <C>            <C>
Cash Flows From Operating Activities
   Net Income (Loss)                                                                 $  83,438      $(173,316)
   Adjustments to reconcile net income (loss) to net cash used in operating
      activities:
         Depreciation and amortization                                                  25,109         10,823
         Changes in assets and liabilities:
            (Increase) in accounts receivable                                         (478,122)      (172,223)
            (Increase) decrease in inventories                                        (522,145)       181,643
            Decrease in prepaid expenses and other assets                               13,923         19,306
            (Increase) decrease in deposits and prepaid taxes                           (4,000)           700
            Increase in accounts payable and accrued expenses                          431,616        172,588
---------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used In) Operating Activities                                   (450,181)        39,521
---------------------------------------------------------------------------------------------------------------

Cash Used In Investing Activities
   Payments for property and equipment                                                 (10,651)       (63,497)
---------------------------------------------------------------------------------------------------------------
Net Cash Used In Investing Activities                                                  (10,651)       (63,497)
---------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
   Net proceeds from notes payable - officers                                          253,276         40,306
   Other financing costs                                                               (15,000)            --
   Payments on capital lease                                                            (2,556)        (2,361)
---------------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                              235,720         37,945
---------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash Equivalents                                  (225,112)        13,969

Cash And Cash Equivalents - Beginning Of Period                                        270,155         54,383
---------------------------------------------------------------------------------------------------------------
Cash And Cash Equivalents - End of Period                                            $  45,043      $  68,352
===============================================================================================================

See the accompanying notes to financial statements.                                                      Page 5

</TABLE>

<PAGE>

1.   BASIS OF PRESENTATION


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


     The  statement of  operations  for the three months ended March 31, 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. The Company operates out of a
38,000 square foot  facility in New Jersey and has satellite  sales and business
development offices in Florida. On January 30, 2002, the Company merged with and
into Delta States Oil, Inc. ("Delta"), a publicly owned corporation incorporated
in Delaware on November 17, 1967 under the name Camco Systems,  Inc.,  which was
changed in December  1967 to Automated  Data  Sciences,  Inc. and on January 28,
1974 to Delta.  Delta,  which was previously  engaged in oil and gas exploration
and drilling  operations,  had not engaged in any active  business  since May 4,
1981.  Concurrent with the Merger,  Delta changed its name to WindsorTech,  Inc.
See Note 4 below.


     The Company  purchases  excess,  used and off-lease "as-is" and refurbished
computer  equipment  as well as  related  products  from a  variety  of  sources
including Fortune 1000 companies and leasing and finance companies.  The Company
either remarkets those products to brokers, exporters,  wholesalers,  retailers,
value  added  resellers,   schools,  corporate  end-users  or  individuals,   or
disassembles  them  and  separates  and  sells  the  components  as  parts.  The
unsaleable components,  such as metal covers,  plastics and other components are
recycled. In the first quarter of 2003, the Company completed the implementation
of the  infrastructure  of an asset management group ("AMG"),  a new division of
the Company, to provide complete computer asset management and recovery services
to entities wishing to replenish,  dispose of, upgrade or recycle their existing
technological assets.


     Estimates


     The  preparation of financial  statements,  in conformity  with  accounting
principles  generally  accepted  in  the  United  States  of  America,  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
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.


                                       6

<PAGE>

     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.


     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.  For all options  granted,
the  exercise  price  is equal to fair  market  value at the date of grant  and,
accordingly, no compensation cost has been recognized under these plans.

     Had  compensation  cost for these plans been  determined  based on the fair
value at the grant  dates for awards  under  these  plans,  consistent  with the
alternative  method set forth under SFAS No.  123,  Accounting  for  Stock-Based
Compensation,  the Company's  expenses for the three months ended March 31, 2004
and 2003 would have increased. The pro forma amounts are indicated below:

                                                 Three Months Ended March 31,
                                               ---------------------------------
                                                     2004                 2003
                                               ---------------------------------

Net income (loss), as reported                 $   83,438         $   (173,316)
Add: Stock-based employee compensation
expense included in reported net income
(loss), net of related tax effects                     --                   --
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax
effects                                        (1,051,971)                (288)
                                               ---------------------------------
Pro forma net loss                             $ (968,533)        $   (173,604)
                                               =================================
Earnings per share:
Basic and diluted - as reported                $    0.005         $     (0.012)
                                               =================================
Diluted - as reported                          $    0.004         $     (0.012)
                                               =================================
Basic and diluted - Pro forma                  $   (0.059)        $     (0.012)
                                               =================================


     No options  were  granted in the three  months  ended March 31,  2004.  The
weighted  average per share fair value of the options granted was $0.003 for the
three  months  ended March 31,  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:

                                                             2003
                                                    --------------

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

                                       7

<PAGE>


     Impact of Recently Issued Accounting Standards

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

3.   INVENTORIES


     Inventories at March 31, 2004 and December 31, 2003 consist of:

                                                2004              2003
                                             ---------         ---------
Finished goods                               $ 445,156         $ 276,794
Inventory in transit                           450,369            96,586
Allowance for excess and obsolescence          (15,000)          (15,000)
                                             ---------         ---------
                                             $ 880,525         $ 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.

                                       8

<PAGE>

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


5.   FINANCING

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



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

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

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

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

                                       9

<PAGE>

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 February 19, 2004, by Action of Consent of Majority Shareholders,  David
A. Loppert was removed  from the Board of  Directors.  Thereafter,  the Board of
Directors removed Mr. Loppert as an officer of the Company.

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.

                                                              Three Months Ended
                                                                  March 31,
                                                         -----------------------
                                                             2004          2003
                                                               %            %
Revenue                                                      100.0        100.0
Cost Of Sales                                                 71.3         83.9
--------------------------------------------------------------------------------
Gross Profit                                                  28.7         16.1
Selling, General And Administrative Expenses                  23.8         24.0
Depreciation And Amortization                                   .9          0.6
Interest Expense, net                                           .6          1.5
--------------------------------------------------------------------------------
Income (Loss) Before Provision (Benefit) For
   Income Taxes                                                3.4        (10.0)
Provision (Benefit) For Income Taxes                           0.3         (0.1)
--------------------------------------------------------------------------------
Net Income (Loss)                                              3.1        (10.1)
================================================================================

Quarter Ended March 31, 2004 Compared to Quarter Ended March 31, 2003


     Revenue for the quarter  ended  March 31, 2004 was  $2,681,857  compared to
revenue of $1,715,472 for the quarter ended March 31, 2003, a $966,385 increase,
or 56.3%.  Revenues  increased  as we were able to find new  sources of product,
which made more  products  available  for sale.  We increased our sales staff to
help increase our market  penetration.  In December 2003, we started  generating
continuing  revenue from our AMG clients that continued to grow during the three
months ended March 31, 2004.


     Gross profit for the quarter ended March 31, 2004 was $770,386  compared to
a gross  profit of $276,466  for the quarter  ended March 31,  2003,  a $493,920
increase, or 178.7%. Gross margin was 28.7% for the quarter ended March 31, 2004
compared to 16.1% for the quarter ended March 31, 2003.


     Gross margin for 2004 significantly increased over the same period in 2003.
During the quarter ended March 31, 2003, we were faced with a market that slowed
down  due to the war in  Iraq.  As a  result,  we had to sell  product  at lower

                                       10

<PAGE>

margins to attract buyers.  Our trend of better margins in the fourth quarter of
2003  continued  through the quarter  ended  March 31,  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.

     In 2004,  we expect  that US  corporations  will most  likely  continue  to
implement the conversions to new operating systems that began in the second half
of 2003. This necessitates the replacement of PC computer  equipment,  resulting
in a potential greater source of used computer  equipment becoming available for
resale. These expectations are supported by recent Gartner Dataquest reports. In
February  2004 Gartner  reported,  "Strong PC market  growth  outside the United
States,  coupled with an improving  economy has caused us to boost our near-term
PC market  forecast."  Gartner  reported PC Unit shipment grew 10.8% in 2003 and
projects it will grow 12.8% in 2004.  According to a revised report published in
December 2003 by International Data Corporation ("IDC"), a market research firm,
and a unit of International  Data Group,  worldwide new PC shipments in 2004 are
expected to increase by 11.4% to 169.9 million units.

     Selling,  general and  administrative  expenses for the quarter ended March
31, 2004 were $637,219 compared to selling,  general and administrative expenses
of $412,464 for the quarter ended March 31, 2003, a $224,755 increase, or 54.5%.
Selling,  general and administrative expense increased as the Company had a full
quarter of employee  benefits and payroll for  employees  that were hired during
2003,  increased  the  use  of  temporary  help  agencies  to  obtain  qualified
personnel,  and had salary  increases from 2003 that were in effect for the full
quarter of 2004.

     Depreciation  and  amortization  for the  quarter  ended March 31, 2004 was
$25,109  compared to  depreciation  and  amortization of $10,823 for the quarter
ended March 31, 2003, a $14,286 increase,  or 132.0%,  all as a result of a full
quarter of fixed asset  acquisitions and leasehold  improvements  that were made
during 2003.

     Interest expense for the quarter ended March 31, 2004, was $16,367 compared
to interest  expense of $25,395 for the quarter  ended March 31,  2003, a $9,028
decrease, or (35.5)%, commensurate with a decrease in the level of the Company's
borrowings.

     The Company recorded estimated state tax obligations for the quarters ended
March 31, 2004 and 2003.  The company did not  recognize a federal  deferred tax
benefit during these  quarters as it  anticipates  that such benefit is not more
likely than not to be realized.

Geographic Areas

     We  operate  solely in the  United  States  and have no  assets in  foreign
countries.  However,  we sell to customers in foreign  countries.  For the three
months ended March 31, 2004 and 2003,  export sales comprised  approximately 19%
and 13% of revenue, respectively. 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 used in operating  activities  in the three months ended March 31,
2004 was $450,181  compared to $39,521 of cash provided by operating  activities
in the three  months ended March 31,  2003.  Cash used in  operating  activities
during the period ended March 31, 2004 was  primarily as a result of an increase
in accounts receivable and inventories,  offset by net income and an increase in
accounts payable and accrued expenses. Net cash provided by operating activities
in the period ended March 31, 2003 was the result of a decrease in inventory, an
increase in payables  offset by an increase in accounts  receivable  and the net
loss for the period.

                                       11

<PAGE>

     Net cash used in investing  activities  in the three months ended March 31,
2004 and 2003 was  $10,651 and  $64,497,  respectively.  Cash used in  investing
activities  in the  three  months  ended  March  31,  2004  and 2003 was for the
purchase fixed assets.

     Net cash provided by financing  activities for the three months ended March
31, 2004 and 2003 was $235,720 and $37,945,  respectively.  Net cash provided by
financing  activities  for both periods were the result of increased  borrowings
from officers  reduced by principal  payments on capital  leases.  Additionally,
cash of $15,000 was used in the quarter  ended March 31, 2004 for the payment of
deferred financing fees relating to a potential financing agreement.

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

     We  expect  that US  corporations  will  most  likely  start  to  implement
conversions to new operating systems late in the first quarter of 2004 or in the
second  quarter of 2004,  including the  replacement  of PC computer  equipment,
resulting in a potential  greater  source of used  computer  equipment  becoming
available  for resale.  Gartner  believes  that large pools of  installed  PC's,
purchased from 1998 to 2001, are due for  replacement and it forecasts that most
of the replacements will begin late in 2003 and extend into 2004. Gartner's most
likely economic scenario predicts an improved economy late in the fourth quarter
of 2003 and into the first  quarter of 2004.  They  predict  that "the IT market
noticeably  recovers one quarter after the economic  upturn".  Gartner  believes
that "sustained PC growth will depend on increased U.S. business  buying",  that
"economic  indicators  suggest only moderate business buying growth in 2003" and
that "a U.S. economic recovery remains and essential  ingredient for a strong PC
market".

     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 March 31, 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 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 Company
believes that the adoption of this standard will have no impact on its financial
position or results of operations.

                                       12

<PAGE>

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 March 31, 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.

                                       13

<PAGE>

Part II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     A former member of the Board of Directors, David A. Loppert, initiated suit
in Delaware  Chancery Court in April of 2004 asserting that he continues to be a
Director of the Company and demanding  access to certain  Company  records.  The
litigation is currently ongoing.

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


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.


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

     On February 19, 2004, by Action of Consent of Majority Shareholders.  David
A. Loppert was removed  from the Board of  Directors.  Thereafter,  the Board of
Directors removed Mr. Loppert as an officer of the Company.


ITEM 5.             OTHER INFORMATION

         On March 29, 2004, four of the principal stockholders agreed to extend
the term of their loans to mature on January 31, 2006. As of March 31, 2004, the
outstanding principal stockholder loans were $500,000. $100,000 plus all accrued
interest is due and payable on January 31, 2005. $400,000 plus all accrued
interest is due and payable on January 31, 2006.


                                       14

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

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

Reports on Form 8-K

     There were no form 8-K's filed for the three month  period  ended March 31,
2004.



                                       15

<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:    May 13, 2004               By:             /S/ MARC SHERMAN
                                           -------------------------------------
                                                       Marc Sherman
                                                  Chief Executive Officer

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


                                       16

<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)).

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)).

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)).

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)).

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)).

                                       17

<PAGE>

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

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)).

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.

                                       18