As filed with the Securities and Exchange Commission on May 13, 2003
--------------------------------------------------------------------------------


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

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

                                   FORM 10-QSB

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2003

                                       OR

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

                           Commission File No.: 0-7539

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

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

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

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

         The number of shares outstanding of each class of our common equity as
of May 13, 2003, is as follows:

       Class of Common Equity                            Number of Shares
       ----------------------                            ----------------
       Common Stock, par value $.01                         14,914,168




         Transitional Small Business Disclosure Format:

         Yes [   ]  No [X]

<PAGE>

<TABLE>
<CAPTION>






                                                   WINDSORTECH, INC.

                                                   TABLE OF CONTENTS

   Item                                              Description                                              Page
<S>                                                                                                          <C>

 PART I - FINANCIAL INFORMATION

    1. Financial Statements (all unaudited)
            Balance Sheets -
                March 31, 2003 and December 31, 2002                                                              3
            Statements of Operations -
                Three Months Ended March 31, 2003 and 2002                                                        4
            Statement of Stockholders' Equity (Deficit) -
               Three months ended March 31, 2003                                                                  5
            Statements of Cash Flows -
               Three months ended March 31, 2003 and 2002                                                         6
            Notes to Financial Statements                                                                         7
    2.      Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                                                         15
    3.      Controls and Procedures                                                                              29

 PART II - OTHER INFORMATION

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

 SIGNATURES                                                                                                      31
 CERTIFICATIONS                                                                                                  32
 EXHIBITS                                                                                                        34

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Part I        Financial Information
Item 1.  Financial Statements

                                Windsortech, Inc.
--------------------------------------------------------------------------------
                                 BALANCE SHEETS
                                   (Unaudited)

                                                                                        March 31,        December 31,
                                                                                             2003                2002
                                                                                  ---------------------------------------
<S>                                                                                 <C>               <C>
                                                         Assets
Current Assets
   Cash and cash equivalents                                                        $      68,352     $        54,383
   Accounts receivable, net of reserve of $19,000 in 2003 and $10,000 in 2002             173,471              21,736
   Accounts receivable - related party                                                     23,750               3,261
   Inventories                                                                            245,497             427,140
   Prepaid income taxes                                                                    71,300              72,000
   Prepaid expenses                                                                         2,743              22,049
   Deferred income taxes                                                                   44,948              44,948
-------------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                             630,061             645,517

Property and Equipment, Net                                                               245,108             246,816
Deposits                                                                                   39,587              39,587
Deferred Income Taxes                                                                      82,072              82,072
-------------------------------------------------------------------------------------------------------------------------

                                                                                      $   996,828       $   1,013,992
=========================================================================================================================

                                     Liabilities And Stockholders' Equity (Deficit)
Current Liabilities
   Current maturities of capital lease obligations                                  $       9,805     $         9,709
   Accounts payable                                                                       274,906             252,358
   Accrued expenses                                                                        75,085              94,451
   Accrued payroll                                                                        176,910              87,735
   Customer deposits and other current liabilities                                         25,850                   -
   Notes payable - principal stockholders, current portion                                389,326             349,020
-------------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                        951,882             793,273
Notes Payable - Principal Stockholders                                                    500,000             500,000
Capital Lease Obligations                                                                   8,531              10,988
-------------------------------------------------------------------------------------------------------------------------
         Total Liabilities                                                              1,460,413           1,304,261
-------------------------------------------------------------------------------------------------------------------------

Stockholders' Equity (Deficit)
    Preferred shares: Authorized 5,000,000 shares in 2003
       and 2002, $0.01 par value, none issued                                                   -                   -
   Common shares: authorized 35,000,000 shares in 2003 and
      2002, $0.01 par value; 14,914,168 shares issued and
       outstanding in 2003 and 2002                                                       149,142             149,142
   Additional paid-in capital                                                             176,648             176,648
   Retained earnings (deficit)                                                           (789,375)           (616,059)
-------------------------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity (Deficit)                                            (463,585)           (290,269)
-------------------------------------------------------------------------------------------------------------------------

                                                                                      $   996,828       $   1,013,992
=========================================================================================================================

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

See the accompanying notes to financial statements.                      Page 3


<PAGE>


                                Windsortech, Inc.
--------------------------------------------------------------------------------
                            STATEMENTS OF OPERATIONS
            For The Three Month Periods Ended March 31, 2003 and 2002
                                   (Unaudited)

                                                                                        2003                2002
                                                                          ---------------------------------------

Revenue                                                                     $  1,715,472             $  2,189,689

Cost of sales                                                                  1,439,006                1,711,649
-----------------------------------------------------------------------------------------------------------------

Gross profit                                                                     276,466                  478,040

Selling, general and administrative expenses                                     412,464                  397,753
Depreciation and amortization                                                     10,823                    2,313
Interest expense, net                                                             25,395                    3,580
-----------------------------------------------------------------------------------------------------------------

Income (loss) before provision (benefit) for income taxes                       (172,216)                  74,394

Provision for income taxes                                                         1,100                   29,953
-----------------------------------------------------------------------------------------------------------------

Net income (loss)                                                           $   (173,316)            $     44,441
=================================================================================================================

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

Weighted average number of common shares outstanding - basic and
diluted                                                                       14,914,168               10,999,445
=================================================================================================================

</TABLE>

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

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



                                Windsortech, Inc.
--------------------------------------------------------------------------------
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                    For The Three Months Ended March 31, 2003
                                   (Unaudited)











<TABLE>
<CAPTION>


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

<S>                                    <C>                <C>                <C>           <C>                    <C>
Balance - December 31, 2002             14,914,168         $149,142           $176,648      $ (616,059)            $(290,269)

Net Loss                                         -                -                  -        (173,316)             (173,316)
-------------------------------------------------------------------------------------------------------------------------------

Balance - March 31, 2003                14,914,168         $149,142           $176,648      $ (789,375)            $(463,585)
================================================================================================================================

</TABLE>





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

See the accompanying notes to financial statements.                      Page 5
<PAGE>

<TABLE>
<CAPTION>




                                Windsortech, Inc.
--------------------------------------------------------------------------------
                            STATEMENTS OF CASH FLOWS
               For The Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)



                                                                                   2003           2002
                                                                      --------------------------------------
<S>                                                                                       <C>             <C>

Cash Flows From Operating Activities
Net income (loss)                                                            $(173,316)            $  44,441
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization                                                   10,823                 2,313
Changes in assets and liabilities:
(Increase) in accounts receivable                                             (172,224)             (121,560)
(Increase) decrease in inventories                                             181,643              (187,356)
(Increase) decrease in prepaid expenses                                         19,306                (2,112)
Decrease in deposits and other assets                                                -                   631
Increase in accounts payable and accrued expenses                              172,588               170,191
Decrease in prepaid income taxes                                                   700                29,953
------------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used In) Operating Activities                             39,521               (63,499)
------------------------------------------------------------------------------------------------------------

Cash Used In Investing Activities
Payments for property and equipment                                            (63,497)               (7,116)
------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
Net proceeds from notes payable - principal stockholders                        40,306                35,170
Payments on capital leases                                                      (2,361)               (1,200)
------------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                       37,945                33,970
------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash Equivalents                            13,969               (36,645)

Cash And Cash Equivalents - Beginning Of Period                                 54,383                92,602
------------------------------------------------------------------------------------------------------------

Cash And Cash Equivalents - End Of Period                                    $  68,352             $  55,957
============================================================================================================
</TABLE>




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

See the accompanying notes to financial statements.                      Page 6
<PAGE>


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



1.     Basis of Presentation


         The accompanying  unaudited financial  statements of WindsorTech,  Inc.
("WTI" or the  "Company") as of March 31, 2003 and December 31, 2002 and for the
three months ended March 31, 2003 and 2002 have been prepared in accordance with
accounting  principles  generally  accepted in the United  States of America for
interim financial  information and with the instructions to Form 10-QSB and 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, 2003
is not necessarily indicative of the results that may be expected for the entire
year ending December 31, 2003.  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, 2002.

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 8 below.


         The  Company   purchases   excess,   used  and  off-lease  "as-is"  and
refurbished  computer  equipment and related  products from a variety of sources
including Fortune 1000 companies and leasing and finance  companies,  and either
remarkets those products to brokers,  exporters,  wholesalers,  retailers, value
added resellers,  schools,  corporate end-users or individuals,  or disassembles
them and separates and sells the components as parts and recycles the unsaleable
components, such as metal covers, plastics and other components, both nationally
and  internationally.  In the first quarter of 2003,  the Company  completed the
implementation  of the  infrastructure  of an asset  management group ("AMG") 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.


                                       7
<PAGE>

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

         Revenue Recognition


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


         Cash and Cash Equivalents


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


         Inventories


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


         Property and Equipment


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


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


         Deposits


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


         Income Taxes


         At the commencement of its operations, WTI elected S Corporation status
under  provisions of the Internal  Revenue Code.  Through  January 30, 2002, the
effective date of the Merger with Delta,  the Company was not liable for federal
income taxes, but rather the stockholders will include their  distributive share
of the taxable  income or loss of the Company on their 2002 personal  income tax
returns. As of January 31, 2002, as a result of the Merger, the Company reverted
to C Corporation status under the Internal Revenue Code.


                                       8
<PAGE>

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

         Earnings (Loss) Per Share


         Basic  earnings  (loss)  per  share  is  computed  on the  basis of the
weighted average number of common shares outstanding. Diluted earnings per share
is  computed  on the basis of the  weighted  average  number  of  common  shares
outstanding  plus the effect of all dilutive  potential  common shares that were
outstanding during the period.  Dilutive securities have not been calculated for
the three months ended March 31, 2003 and 2002 because the potentially  dilutive
securities of the Company (consisting of stock options granted to employees) did
not have a public market.


         Fair Value of Financial Instruments


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


         Stock-Based Compensation


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



         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 net loss would have increased. The pro forma amounts
are indicated below:
<TABLE>
<CAPTION>

                                                      2003                2002
                                          ------------------- ---------------------

<S>                                                    <C>                 <C>
Net income (loss), as reported                         $(173,316)          $  44,441
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                                 (288)             (1,302)
                                           -----------------------------------------
Pro forma net income (loss)                            $(173,604)          $  43,139
                                           =========================================
Earnings per share:
</TABLE>

Basic and diluted - as reported              $  (0.012)          $   0.004
                                          ================================
Basic and diluted - Pro forma                $  (0.012)          $   0.004
                                          ================================


               The weighted  average per share fair value of the options granted
          was $0.003 and $0.005 for the three  months  ended  March 31, 2003 and
          2002, respectively. 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               2002
                                                  -----------------------------

     Risk-free interest rates                          2.9%               4.5%
     Expected option lives                          5 years            5 years
     Expected volatilities                               0%                 0%
     Expected dividend yields                            0%                 0%


         Impact of Recently Issued Accounting Standards


         In May  2001,  the  FASB  issued  SFAS  No.  145,  Rescission  of  FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections  eliminates  the  requirement  to classify gains and losses from the
extinguishment  of  indebtedness  as   extraordinary,   requires  certain  lease
modifications to be treated the same as a sale-leaseback transaction,  and makes
other  non-substantive  technical  corrections to existing  pronouncements.  The
Company  adopted this  statement in 2002,  which had no impact on the  Company's
financial position or results of operations.


         In July  2002,  the FASB  issued  SFAS No.  146,  Accounting  for Costs
Associated with Exit or Disposal Activities.  SFAS No. 146 changes the timing of
when certain costs associated with  restructuring  activities may be recognized.
SFAS No. 146 is  effective  for exit or  disposal  activities,  initiated  after
December 31, 2002.  The Company  adopted  this  statement in 2003,  which had no
impact on the Company's financial position or results of operations.

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation - Transition and Disclosure,  an amendment to SFAS No.
123,  Accounting  for  Stock-Based  Compensation.  Provisions of this  statement
provide two additional  alternative  transition  methods:  modified  prospective
method and retroactive  restatement method, for an entity that voluntary changes
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  The  statement  eliminates  the use of the original  SFAS No. 123
prospective  method of transition  alternative for those entities that change to
the fair value based method in fiscal years  beginning  after December 15, 2003.
It also amends the  disclosure  provisions of SFAS No. 123 to require  prominent
annual  disclosure  about the effects on  reported  net income in the Summary of
Significant Accounting Policies and also requires disclosure about these effects
in interim  financial  statements.



                                       9
<PAGE>


                                Windsortech, Inc.
                          Notes to Financial Statements
--------------------------------------------------------------------------------
These provisions are effective for financial  statements for fiscal years ending
after  December  15,  2002.  Accordingly,  the Company  adopted  the  applicable
disclosure requirements of this statement for year-end reporting. The transition
provisions  of this  statement  apply upon the adoption of the SFAS No. 123 fair
value based  method.  The Company  did not change its method of  accounting  for
employee  stock-based  compensation  from the intrinsic method to the fair value
based alternative.
<TABLE>
<CAPTION>

3.     Inventories


         Inventories at March 31, 2003 and December 31, 2002 consist of:

                                                                                        2003                 2002
                                                                             -----------------    -----------------
<S>                                                                               <C>                   <C>
   Finished goods                                                                 $  222,455        $    263,660
   Inventory in transit                                                               55,042             183,480
   Allowance for excess and obsolescence                                             (32,000)            (20,000)
                                                                             -----------------    -----------------
                                                                                  $  245,497        $    427,140
                                                                             =================    =================

4.       Property And Equipment


         Property and equipment at March 31, 2003 and December 31, 2002
comprise:

                                                                                   2003                 2002
                                                                             -----------------    -----------------
 Furniture and fixtures                                                       $        14,037   $           14,037
 Equipment                                                                            146,282               45,093
 Leasehold improvements                                                                 7,427                7,427
 Computer equipment and software                                                      109,740               86,495
                                                                             -----------------    -----------------
                                                                                      277,486              153,052
 Less:  accumulated depreciation                                                      (32,378)             (21,555)
                                                                             -----------------    -----------------
                                                                                      245,108              131,497
 Construction in progress                                                                   -              115,319
                                                                             -----------------    -----------------

                                                                             $        245,108   $          246,816
                                                                             =================    =================
</TABLE>

         At March 31, 2003 and at December 31, 2002,  equipment  includes assets
acquired under capital lease obligations in the amount of $32,135.  Amortization
expense of these capital lease assets is included in depreciation expense.


         Depreciation  charged against income amounted to $10,823 and $2,313 for
the three months ended March 31, 2003 and 2002, respectively.





                                       10
<PAGE>

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



5.       Capital Leases


         The Company  leases  certain  equipment  under  non-cancelable  capital
leases.  The assets  acquired under these leases have been  capitalized  and the
related  obligations  included in capital  lease  obligations  in the  financial
statements.  The remaining  future  minimum lease payments at March 31, 2003 are
due as follows:
<TABLE>
<CAPTION>


        <S>                                                                                <C>
         Year                                                                                Amount
         ---------------------------------------------------------------------------------------------

         2003                                                                               $ 8,544
         2004                                                                                 8,123
         2005                                                                                 3,477
         ---------------------------------------------------------------------------------------------
         Total future minimum lease payments                                                 20,144
         Less: Amount representing interest                                                   1,808
         ---------------------------------------------------------------------------------------------
         Present value of future minimum lease payments                                      18,336
         Less:  Current portion                                                               9,805
         ---------------------------------------------------------------------------------------------
                                                                                            $ 8,531
         =============================================================================================
</TABLE>

6.       Stock-Based Compensation

         Stock Option Grants


               In October 2001,  the Company  granted  1,350,000  options to its
          shareholders  and  employees to acquire  shares of its common stock at
          $0.026 per common share  pursuant to  individual  option  grants.  The
          terms of the grants  provided for immediate  vesting,  and the options
          may be  exercised  at any time for a period  of ten  years  commencing
          October 1, 2001.


               In January  2002,  the Company's  stockholders  approved the 2002
          Flexible Stock Plan (the "2002 Plan"). Under the 2002 Plan, the number
          of shares  which may be issued or sold,  or for which  options,  stock
          appreciation  rights (SAR's) or  performance  shares may be granted to
          certain directors, officers and employees of the Company is 5,000,000,
          plus an annual  increase,  effective of the first day of each calendar
          year  commencing  with  2003,  equal to 10% of the  number  of  shares
          outstanding  as of the first day of such calendar year but in no event
          more than 30,000,000 shares in the aggregate.


                                       11
<PAGE>
<TABLE>
<CAPTION>

                                Windsortech, Inc.
                          Notes to Financial Statements
--------------------------------------------------------------------------------
                  A summary of stock option activity is as follows:

                                                                      March 31, 2003              December 31, 2002
                                                               ----------------------------------------------------------
                                                                                    Exercise                      Exercise
                                                                       Shares          Price         Shares          Price
                                                               ----------------------------------------------------------

<S>                                                                  <C>                  <C>      <C>                  <C>
         Outstanding--Beginning of Period                            2,560,000    $ 0.026       1,350,000         $ 0.026
         Granted                                                       125,000      0.026       1,240,000           0.026
         Exercised                                                         --     --                   --              --
         Forfeited                                                                                 30,000           0.026
         ----------------------------------------------------------------------------------------------------------------
         Outstanding--End of Period                                  2,685,000    $ 0.026       2,560,000         $ 0.026
         ================================================================================================================

         Exercisable on March 31, 2003 / December 31, 2002           2,685,000    $ 0.026       2,500,000         $ 0.026
         ================================================================================================================


         The following table summarizes information about the options
outstanding at March 31, 2003:

                                                                                                Exercisable Stock
                                               Outstanding Stock Options                             Options
                                   ---------------------------------------------------    ------------------------------

                                                          Remaining
          Exercise                                      Contractual          Exercise                          Exercise
          Price                            Shares              Life             Price             Shares          Price
         ----------------------------------------------------------------------------------------------------------------

          $ 0.026                       2,685,000        8.75 years           $ 0.026          2,685,000        $ 0.026
         ================================================================================================================
</TABLE>
         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 - see Note 2.





                                       12
<PAGE>

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

7.       Related Party Transactions


         The Company had sales to a customer related to two stockholders and two
officers  of the  Company.  Sales to this  customer  amounted  to  approximately
$188,000 and $743,000, respectively, for the three month periods ended March 31,
2003 and 2002.  Accounts  receivable  from this customer  amounted to $23,750 at
March 31, 2003 and $3,261 at December 31, 2002.


8.       Change in Control/Merger


         On January 30, 2002,  pursuant to the terms of an Agreement and Plan of
Merger among the Company, Delta States Oil, Inc. and Alfred D. Morgan, PhD., the
Company  was merged  with and into Delta in a tax-free  merger  ("Merger"),  and
Delta was  renamed  WindsorTech,  Inc.  Following  the  merger,  the Company had
11,999,168 shares of its Common Stock outstanding,  9,000,000,  or approximately
75%, of which are owned in equal  amounts by Marc Sherman,  Edward L.  Cummings,
Carl C. Saracino, Michael P. Sheerr and David A. Loppert.


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


         As a result of the  Merger,  the  Company  is now  actively  engaged in
purchasing  and selling large volumes of  off-lease/off  finance  excess,  used,
refurbished  and  "as-is"  computer   equipment  and  related  products  and  is
establishing  a  technology  asset  management  group  to  provide  services  to
companies  wishing to maximize the value of their computer  equipment  coming to
the end of its useful or book life.


         For accounting  purposes,  the Merger of Delta and WTI has been treated
as a  recapitalization  of  WTI  as  the  acquirer  (reverse  acquisition).  The
historical  financial  statements of WTI became those of the  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.


                                       13
<PAGE>

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

9.       Financing

         On April 24, 2002,  the Company  entered into a secured loan  agreement
with its principal stockholders. The agreement was amended on March 31, 2002 and
again on February 28, 2003 to extend the maturity date. The loans are secured by
substantially  all of the  assets of the  Company.  Each  principal  stockholder
loaned the Company  $110,000  (for an aggregate of $550,000)  with interest only
payments  at 12%  payable  monthly in  arrears,  and all  interest  and  accrued
principal due and payable on January 31, 2005. 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  discussion  should be read in conjunction  with the  accompanying
financial  statements  and related notes in Part I Item 1 of this report as well
as our  Annual  Report on Form  10-KSB  for the year ended  December  31,  2002.
Certain statements made in this report may contain forward-looking statements.

BUSINESS DESCRIPTION

Recent Developments

Change of Control of Registrant; Merger of WindsorTech, Inc. with and into
        Delta States Oil, Inc.

         On January 30, 2002,  pursuant to the terms of an Agreement and Plan of
Merger among WindsorTech,  Inc. (the "Company" or "WTI"), Delta States Oil, Inc.
("Delta") and Alfred D. Morgan, PhD., the Company was merged with and into Delta
in a tax-free merger (the  "Merger"),  and Delta was renamed  WindsorTech,  Inc.
Following  the merger,  the Company had  11,999,168  shares of its Common  Stock
outstanding,  9,000,000,  or approximately 75% of which, were then owned equally
by Marc Sherman,  Edward L. Cummings,  Carl C.  Saracino,  Michael P. Sheerr and
David A. Loppert.

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

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

         As a result of the Merger, the surviving  Company,  which is a Delaware
corporation,  is now actively engaged in purchasing and selling large volumes of
off-lease/off  finance excess, used,  refurbished and "as-is" computer equipment
and related  products and has recently  established the Asset  Management  Group
("AMG") to provide services to companies  wishing to maximize the value of their
computer equipment coming to the end of its useful or book life.



                                       14
<PAGE>

         For accounting  purposes,  the Merger of Delta and WTI was 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 were 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.

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

          Name              Age                                   Position
------------------------ ------------ -------------------------------------------------------------
<S>                                      <C>
Marc Sherman ..........         39       Chairman, Chief Executive Officer and President
Edward L. Cummings.....         54       Vice President, Chief Financial Officer and Treasurer
Carl C. Saracino.......         32       Vice President, Operations
Michael P. Sheerr......         45       Vice President, Sales
David A. Loppert.......         48       Vice President, Business Development and Secretary

</TABLE>

Change in Authorized Share Capital

         Delta's  Stockholders  and Directors voted to amend Delta's Articles of
Incorporation  on January 30, 2002,  to increase the total number of  authorized
shares  of  capital  stock  of  Delta  to  Forty  Million  (40,000,000)  shares:
Thirty-five  Million  (35,000,000) shares of which are shares of Common Stock at
$.01 par value and Five Million  (5,000,000) shares of which are Preferred Stock
at $.01 par  value.  On  February  2, 2002,  the  Company  filed an  appropriate
amendment to its Certificate of Incorporation with the Secretary of State of the
State of Delaware.

Other Information

         On April 5, 2002, the Board of Directors and the Stockholders  approved
the adoption of the Company's  2002 Flexible  Stock Plan (the "Plan").  The Plan
permits the Company to initially  issue up to  5,000,000  shares of common stock
plus an annual increase, effective on the first day of each calendar year, equal
to 10% of the number of outstanding  shares of common stock  outstanding on such
date, but in no event more than 30,000,000 shares in the aggregate.  As of March
31,  2003,  6,491,417  options  are  available  to be  granted  under  the Plan,
1,465,000 of which have previously been granted by the committee  designated for
such purpose.

         On August 19,  2002,  Constance  K. Weaver  resigned as a member of our
board of directors for personal  reasons.  On January 13, 2003, R. Keith Elliott
was appointed to fill the vacancy.

WHAT WE DO

         We are a Technology Services Company.

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


         We  sell a wide  range  of  used,  refurbished  and  "as-is"  products,
including notebook and desktop  computers,  monitors,  processors,  disk drives,
CD's, DVD's, modems, printers and memory. The majority of the computers we offer
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 sales of these products as
our single source of revenue as one item.  Our business is


                                       15
<PAGE>

marginally seasonal,  with the July - September period usually being slower than
other periods.


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


         In the fourth quarter of 2002 we established an Asset  Management Group
("AMG") to provide complete  computer asset management and recovery  services to
leasing companies and major corporations.  For a fee, we will receive,  inspect,
test and audit each piece of  equipment,  remove  sensitive  data and report the
results in a  customized  audit  report to our  client.  We will then assist the
client  in the  disposition  of the  equipment.  One of  the  many  benefits  in
providing  this  service is that we receive the  opportunity  to become aware of
opportunities  to acquire  inventory  for resale or may acquire a right of first
refusal on a client's  computer asset base. We had virtually no revenue from AMG
clients in 2002 and very low expenses,  and we anticipate  generating continuing
revenue from AMG clients in the second  quarter of 2003. We incurred  direct AMG
expenses  in the  first  quarter  of  2003 as we  started  hiring  and  training
employees.


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


         The  cost  to  fully  implement  our AMG  was  approximately  $200,000,
primarily for the purchase of computer software and hardware,  material handling
equipment and leasehold  improvements,  and we expect that that we will increase
the number of employees from 17 employees at December 31, 2002 to  approximately
25 or 30 employees by December 31, 2003.

OUR BUSINESS MODEL

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


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


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

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

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

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

                                       16
<PAGE>

         According to a report published in December, 2002 by International Data
Corporation  ("IDC"),  a market research firm, and a unit of International  Data
Group,  worldwide new PC shipments in 2002 were expected to reach 136.2 million,
up 1.6% from the prior year.  For 2003,  shipments  of new PC's are  expected to
grow at more than 8%. In 2003 and beyond, IDC continues to expect improvement in
the  business and  consumer  sectors,  while  government  spending  will slow to
reflect  reduced  budgets.  Risks from economic and  political  factors may also
constrain future growth,  although IDC projects  shipment growth of 8.3% in 2003
and 11% in 2004.  IDC also reported that there are close to 1 billion PCs in use
that are more than 4 years old.  These less robust  machines  are not capable of
supporting  the newest  operating  systems.  That fact,  when  coupled  with the
termination of manufacturer's support for widely used operating systems, such as
Microsoft's  Windows 95 and Windows 98, leads us to believe that  end-users will
be forced to  upgrade  their PC's in order to have  fully  functioning  PC's and
manufacturer supported operating systems.


         In November  2002,  the Gartner  Group,  a research and advisory  firm,
predicted that "end-of-life issues rather than technology innovation will be the
major PC growth driver in 2003".  "Budget-constrained  organizations are holding
on to their PC's longer as cost reduction continues to be implemented." In March
2003,  Gartner  Dataquest  projected  that PC shipments will grow 6.6 percent in
2003 and 11.4 percent in 2004.  Gartner  believes that a large pool of installed
PC's,  purchased from 1998 to 2001, are due for replacement,  most of which they
forecast to begin in the second half of 2003 and extend into 2004.


         IDC has designed a Life Cycle Value model which  organizes  the cost to
own,  maintain and replace  technology into three stages:  procurement,  use and
disposition.  IDC estimates that end-of-life  disposition costs alone constitute
as much as 5% of the Total Cost of Ownership  ("TCO"),  nearly one-third as much
as the original  procurement cost. Much of this expense stems from the fact that
used equipment from various  diverse or  distributed  environments  present many
challenges which enterprises are generally not equipped to address such as:

          o    diverse equipment locations.

          o    unrecorded or  undocumented  changes in original  configurations,

               upgrades and peripheral additions.

          o    inoperative units.

          o    varying cosmetic conditions.

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

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

          o    lack  of  original   packaging,   thereby  making  shipping  more
               difficult.

         Substantial  TCO  savings  are  possible  based  on the  timing  of the
purchase  within the product life cycle,  the technology  refresh rate within an
enterprise and end-of-life management practices.


         According to Redemtech,  Inc., a national  equipment  remarketer,  most
technology  depreciates at an average of 6% per month.  Redemtech  believes that
the dominant  factor  influencing a used item's value in the  marketplace is the
price and power of similar, new "state of the art" technology. They believe that
for many  years the trend has been  toward  an  acceleration  of new  technology
introductions  offering  even  greater  values as  measured by  power/price.  As
capabilities have soared,  new systems prices have also fallen slowly,  creating
extreme pressure on the residual values of older, less capable technology.

                                       17
<PAGE>

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


         We have  designed  an asset  management  system with which we expect to
assist our clients in  significantly  reducing their equipment  lifecycle costs.
Lifecycles vary, but can generally be categorized as follows:

          o    Power  Users  - state  of the  art  equipment  is  purchased  and
               refreshed  every 12- 24 months.  These are  considered  high cost
               sites. The equipment is fully capable of performing all functions
               within an organization but the user must have the latest hardware
               and  operating  system.  Unless  this  equipment  is  effectively
               redeployed  within  the  organization,  costly  operating  system
               licenses may be lost as the licenses  are not be  transferred  to
               other equipment or are too expensive to do so.

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

          o    Older PC's and Operating  Systems and Homogeneous  Environments -
               generally  these are lower cost sites  because they are slower to
               adopt new  operating  systems  and tend to upgrade  hardware  and
               software simultaneously.

         Used technology presents a unique set of operational challenges that we
can address through our


                                       18
<PAGE>

asset management system:

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

          o    Many used systems are not in good working condition.

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

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

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

         The asset  management  system we have  implemented has been designed to
process an unsorted  stream of technology.  Comprehensive  reporting  provides a
tool for managing the asset base. Using proprietary  technology,  used equipment
is registered, evaluated and then routed for services designed to maximize value
for the equipment  owner. The process is fully documented for each system in our
database and:

          o    Service  delivery  should be consistent  because our  proprietary
               system provides  step-by-step  technical  instructions based on a
               client's requirements.

          o    Data reliability should be high because manual data entry will be
               reduced.

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

          o    Costs   should  be   minimized   through   the   application   of
               value-appropriate   services  and  production  line   efficiency,
               eliminating the need to sort and pre-inventory the product.

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

HOW WE ACQUIRE PRODUCTS

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


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


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


         The average age of the products  that we purchase is  approximately  30
months,  and  the  average  age  of  our  manufacturer-refurbished  products  is
approximately  15 months.  The average  time between our


                                       19
<PAGE>

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


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


         We provide a limited  warranty  on some of our  products.  Mostly  such
warranties  are  "DOA"  warranties.  ("DOA"  means  "Dead on  Arrival"  and is a
customary warranty in the "computer equipment resale industry").  We analyze our
estimated  warranty  costs  and  provide  an  allowance  as  necessary  based on
experience.  At March 31, 2003 and at December 31, 2002  warranty  reserves were
not considered necessary.

HOW WE DETERMINE SELLING PRICES

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


         Customers  place orders by  telephone,  fax or via e-mail.  On accepted
orders,  a sales order and picking  slips are  generated  and  delivered  to our
warehouse for processing.  The product is picked and  appropriately  packed with
foam packing,  bubble wrap or other packaging material, and the order is shipped
by United Parcel Services,  Federal Express or common carrier. We generally ship
products within 12 to 48 hours following receipt of the order.





                                       20
<PAGE>
<TABLE>
<CAPTION>




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      Three Months
                                                                                            Ended             Ended
                                                                                   March 31, 2003    March 31, 2002
                                                                                 -----------------------------------
<S>                                                                                      <C>               <C>
                                                                                            %                 %
                                                                                          ---               ---
  Revenue                                                                               100.0             100.0
  Cost of sales                                                                          83.9              78.2
                                                                                 -----------------------------------
  Gross profit                                                                           16.1              21.8
  Selling, general and administrative expenses                                           24.0              18.1
  Depreciation and amortization                                                           0.6               0.1
  Interest expense                                                                        1.5               0.2
                                                                                 -----------------------------------
  Income (loss) before provision (benefit)for income taxes                              (10.0)              3.4
  (Provision) benefit for income taxes                                                   (0.1)              1.4
                                                                                 -----------------------------------
  Net income (loss)                                                                     (10.1)              2.0
                                                                                 ===================================
</TABLE>

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


Quarter Ended March 31, 2003 Compared to Quarter Ended March 31, 2002


         Revenue for the quarter ended March 31, 2003 was $1,715,472 compared to
revenue of $2,189,689 for the quarter ended March 31, 2002, a $474,217 decrease,
or 21.7%. Revenue decreased significantly in the current quarter due to economic
uncertainties  caused by the lack of  confidence  in the growth of the  economy,
continuing increases in unemployment,  and postponement of capital expenditures,
particularly for the replenishment of computer equipment.


         Gross Profit for the quarter ended March 31, 2003 was $276,466 compared
to a gross profit of $478,040  for the quarter  ended March 31, 2002, a $201,574
decrease, or 42.2%. Gross Margin was 16.1% for the quarter ended March 31, 2003
compared to 21.8% for the quarter  ended March 31, 2002.  Gross profit and gross
margin for the quarter  decreased because of lower system sales and increases in
fixed overhead cost as a result of the  implementation  of the Asset  Management
automated system.


         Selling,  general and  administrative  expenses  for the quarter  ended
March 31, 2003 were  $412,464  compared to selling,  general and  administrative
expenses of $397,753 for the quarter  ended March 31, 2002, a $14,711  increase,
or 3.7%.  Selling,  general and administrative  expense increased as a result of
sales staff hired during the quarter, as well as staff hired subsequent to March
31, 2002 whose costs are included in the 2003  quarter.  Other  increases in the
quarter  were  increases  in  bad  debt  expense,   employee  benefit  programs,
insurance,  maintenance,  travel and dues and  subscriptions,  offset by a large
reduction in legal expenses and temporary help.


         Depreciation and amortization for the quarter ended March 31, 2003, was
$10,823  compared to  depreciation  and  amortization  of $2,313 for the quarter
ended  March  31,  2002,  a  $8,510  increase,  or  367.9%,  primarily  from the
acquisition  of the asset  management  group  equipment  and  computer  software
acquired subsequent to March 31, 2002.


                                       21
<PAGE>

         Interest  expense for the quarter  ended  March 31,  2003,  was $25,395
compared to interest  expense of $3,580 for the quarter  ended March 31, 2002, a
$21,815 or 609.4%  increase,  commensurate  with the  increase in the  Company's
borrowings.


         The  Company  did not  recognize  a federal  income tax  benefit in the
current quarter and expensed its state tax obligations.  In the 2002 quarter the
Company had an effective tax rate on pre-tax income of 40.3%.


Liquidity and Capital Resources

         Net cash  provided by  operating  activities  in the three months ended
March 31, 2003 was $39,521  compared to $63,499 of cash used in the period ended
March 31, 2002. Cash provided by operating  activities  during the quarter ended
March 31, 2003 was  primarily as a result of a decrease in inventory and prepaid
expenses and an increase in accounts payable and accrued expenses,  offset by an
increases in accounts  receivable.  Cash used in operations in the quarter ended
March  31,  2002 was  primarily  from the net loss,  and  increase  in  accounts
receivable,  inventories and prepaid expenses,  reduced by increases in accounts
payable and accrued expenses and income taxes payable.

         Net cash used in investing  activities  in the three months ended March
31, 2003 and 2002 was $63,497 and $7,116,  respectively.  In all instances  this
cash  was used to  purchase  property,  equipment,  computer  software  and fund
leasehold improvements.

         Net cash provided by financing  activities in the three ended March 31,
2003 and 2002 was $37,945 and $33,970,  respectively.  Cash was provided in 2003
and 2002 from loans from principal  stockholders offset by principal payments on
capital leases.

         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.


         Since the last quarter of 2001, there has been a general downward trend
of IT spending in the USA and in the rest of the world. IDC reported in December
2002 that  there  are  close to 1 billion  PCs in use that are more than 4 years
old.  These  less  robust  machines  are not  capable of  supporting  the newest
operating   systems.   That  fact,   when  coupled  with  the   termination   of
manufacturer's  support for widely used operating  systems,  such as Microsoft's
Windows 95 and Windows 98, leads us to believe that  end-users will be forced to
upgrade  their PC's in order to have  fully  functioning  PC's and  manufacturer
supported operating systems.

         We expect that USA  corporations  will most likely  start to  implement
conversions to new operating  systems in the second half of 2003,  including the
replacement of PC computer equipment, resulting in an anticipated greater source
of used computer equipment becoming available for resale.

         We do not have any material commitments for capital  expenditures.  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 quarters  ended March 31, 2003 and
2002 and do not expect any in the  remainder of fiscal 2003.  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.


                                       22
<PAGE>


IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS


         In May  2001,  the  FASB  issued  SFAS  No.  145,  Rescission  of  FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections  eliminates  the  requirement  to classify gains and losses from the
extinguishment  of  indebtedness  as   extraordinary,   requires  certain  lease
modifications to be treated the same as a sale-leaseback transaction,  and makes
other  non-substantive  technical  corrections to existing  pronouncements.  The
Company  adopted this  statement in 2002,  which had no impact on the  Company's
financial position or results of operations.


         In July  2002,  the FASB  issued  SFAS No.  146,  Accounting  for Costs
Associated with Exit or Disposal Activities.  SFAS No. 146 changes the timing of
when certain costs associated with  restructuring  activities may be recognized.
SFAS No. 146 is  effective  for exit or  disposal  activities,  initiated  after
December 31, 2002.  The Company  adopted  this  statement in 2003,  which had no
impact on the Company's financial position or results of operations.

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation - Transition and Disclosure,  an amendment to SFAS No.
123,  Accounting  for  Stock-Based  Compensation.  Provisions of this  statement
provide two additional  alternative  transition  methods:  modified  prospective
method and retroactive  restatement method, for an entity that voluntary changes
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  The  statement  eliminates  the use of the original  SFAS No. 123
prospective  method of transition  alternative for those entities that change to
the fair value based method in fiscal years  beginning  after December 15, 2003.
It also amends the  disclosure  provisions of SFAS No. 123 to require  prominent
annual  disclosure  about the effects on  reported  net income in the Summary of
Significant Accounting Policies and also requires disclosure about these effects
in interim  financial  statements.  These provisions are effective for financial
statements  for fiscal years ending after  December 15, 2002.  Accordingly,  the
Company  adopted the applicable  disclosure  requirements  of this statement for
year-end reporting.  The transition  provisions of this statement apply upon the
adoption of the SFAS No. 123 fair value based method. The Company did not change
its  method  of  accounting  for  employee  stock-based  compensation  from  the
intrinsic method to the fair value based alternative. FORWARD-LOOKING STATEMENTS
AND ASSOCIATED RISK

         Certain   statements  in  this  Report,   constitute   "forward-looking
statements"  within the  meaning of Section 27A of the  Securities  Act of 1933,
Section 21E of the  Securities  Exchange Act of 1934 and the Private  Securities
Litigation Reform Act of 1995. We intend that such forward-looking statements be
subject to the safe harbors created thereby.

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

     o    our growth strategies.
     o    anticipated trends in our business and demographics.
     o    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


                                       23
<PAGE>

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.


FACTORS AFFECTING FUTURE OPERATING RESULTS

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

Uncertainty Of Future Financial Results

         We are a relatively newly formed business,  having commenced operations
in October  2001.  We have only had one  profitable  quarter,  the quarter ended
March 31, 2002, since we commenced operations.  Our future financial results are
uncertain. There can be no assurance that we will achieve profitability,  and we
may continue to incur losses in the foreseeable future.  Achieving profitability
depends upon many  factors,  including our ability to raise capital when needed,
the success of our various marketing programs,  and the maintenance or reduction
of expense levels.

Fluctuations In Future Quarterly Results

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

         We expect that the size and timing of our sales  transactions  may vary
substantially from quarter to quarter, and we expect such variations to continue
in future  periods,  including the  possibility  of losses in one or more fiscal
quarters.  These  fluctuations  may be  caused by  delays  in  shipping  certain
computer  systems for which we receive  orders that we expect to deliver  during
that quarter. In addition,  our collection periods may fluctuate due to periodic
shortages  of goods  available  for  shipment,  which may result in the delay of
payment  from  customers  who will not pay until their  entire order is shipped.
Accordingly,  it is  likely  that in one or more  future  fiscal  quarters,  our
operating results could be below investors  expectations  and, as a result,  any
future  public  offering  of  shares of our  Common  Stock  could be  materially
adversely affected.




                                       24
<PAGE>



We   Have  Limited  Principal   Markets  And  Customers;   We  Have  Significant
     Dependence On Major Customers; There Is A Risk Of Industry Concentration

         We sell and deliver computer systems,  peripheral devices and parts, to
more  than  100  customers  throughout  the  United  States  and in more  than 5
countries worldwide.  In the quarters ended March 31, 2003 and 2002, our top ten
customers  accounted for  approximately  62.1% and 80.4% of our total  revenues,
respectively.  In the  year  ended  December  31,  2002,  our top ten  customers
accounted for approximately 55.0% of our total revenues.  In each of the periods
referred  to,  one of  those  customers  is a  "related  party"  for  accounting
purposes.

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

         In each of the quarters ended March 31, 2003 and 2002, primarily all of
our sales of computer  systems,  peripherals and parts were to remarketers based
in the United  States or brokers  based both in and out of the United States for
whom we  directly  exported  product.  Although  we are  striving to broaden our
market focus to include sales to other markets,  such as financial services,  in
the  immediate  future we expect that we will  continue to derive a  substantial
percentage of our sales of product to such brokers and remarketers. Accordingly,
unfavorable  economic  conditions  or factors  that relate to these  industries,
particularly  any such  conditions  that might result in  reductions  in capital
expenditures  or  changes  in  such  companies'  information  processing  system
requirements, could have a material adverse effect on our results of operations.

We Have No Significant Operating History For The AMG

         We  established  our AMG in the  fourth  quarter  of 2002 and hired and
trained staff to operate the system in the first  quarter of 2003.  Presently we
do not have any significant  AMG clients,  and there can be no assurance that we
will be successful in attracting or retaining the client base we need to achieve
profitability for the AMG.

We Rely On Merchandise Vendors As Sources For Our Products

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




                                       25
<PAGE>



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

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

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

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

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

         We believe that cash  generated  from  operations,  together with other
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 acquire  complementary
businesses.

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



                                       26
<PAGE>

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

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

The Industry In Which We Compete In Is Highly Competitive

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

     o    major  manufacturers  of computer  equipment  such as,  Dell  Computer
          Corporation,  Hewlett  Packard and IBM,  each of which offer  "as-is",
          refurbished and new equipment through their websites and direct e-mail
          broadcast campaigns;
     o    privately and publicly owned businesses such as TechsMart,  Redemtech,
          Solectron and Spacefitters that offer asset management and end-of-life
          product refurbishment and remarketing services;
     o    traditional  store-based  computer  retailers,  such as Best  Buy Co.,
          Inc., Circuit City Stores, Inc., CompUSA and Gateway Country; and
     o    online competitors and auction sites, such as e-Bay.

         Many  traditional   store-based  and  online  competitors  have  longer
operating  histories,   larger  customer  or  user  bases,  greater  brand  name
recognition and significantly  greater financial,  marketing and other resources
than we do. Many of these competitors already have an established brand name and
can devote substantially more resources to increasing brand name recognition and
product  acquisition  than we can. In  addition,  larger,  well-established  and
well-financed   entities   may  join  with   online   competitors   or  computer
manufacturers  or suppliers as the use of the Internet and other online services
increases.  Our  competitors may be able to secure products from vendors on more
favorable  terms,  fulfill  customer  orders  more  efficiently  or  adopt  more
aggressive  price or inventory  availability  policies than we can.  Traditional
store-based retailers also enable customers to see and test products in a manner
that is not  possible in the  wholesale  business.  Our product  offerings  must
compete with other new computer  equipment and related  products  offered by our
competitors.  That  competition  will  intensify  if  prices  for new  computers
continue to decrease. No Dividends On Common Stock; Issuance Of Preferred Stock

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

Lack Of Trading and Liquidity of Our Common Stock

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




                                       27
<PAGE>



Dependence On Key Individuals

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

Control By Principal Stockholders

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

Anti-Takeover Provisions

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


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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


ITEM 3     CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


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


                                       28
<PAGE>

Company's  disclosure  controls  and  procedures,  it was  determined  that such
controls and  procedures  were  effective as of March 31, 2003,  the date of the
conclusion of the evaluation.


Changes in Internal Controls


         There were no significant  changes in the internal controls or in other
factors that could significantly affect these controls after March 31, 2003, the
date of the conclusion of the evaluation of disclosure controls and procedures.


                            PART II OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.


         We did not issue any securities during the quarter ended March 31,
2003.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         None.


ITEM 5.  OTHER INFORMATION

         Not applicable.


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

           None.




                                       29
<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, 2003           By:          /S/ MARC SHERMAN
                                    --------------------------------
                                                 Marc Sherman
                                             Chief Executive Officer





                                       30
<PAGE>




                                  CERTIFICATION


I, Marc Sherman, certify that:

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

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

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

4)   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant, and we have:

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

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

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

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


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


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

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

Date: May 13, 2003                               /s/ Marc Sherman
                                                 ----------------
                                                 Marc Sherman
                                                 Chairman of the Board and
                                                 Chief Executive Officer







                                       31
<PAGE>




                                  CERTIFICATION


I, Edward L. Cummings, certify that:

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

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

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

4)   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant, and we have:

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

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

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

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

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

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

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

Date: May 13, 2003                                /s/ Edward L. Cummings
                                                  ----------------------
                                                  Edward L. Cummings
                                                  Chief Financial Officer






                                       32
<PAGE>
<TABLE>
<CAPTION>



LIST OF EXHIBITS

<S>               <C>
Exhibit Number   Description
--------------------------------------------------------------------------------
2.1              Agreement and Plan of Merger by and between WindsorTech, Inc.,
                 Delta States Oil, Inc. and Alfred D. Morgan, Ph. D dated
                 January 29, 2002 (incorporated herein by reference to Exhibit
                 99.1 to the Registrant's Current Report on Form 8-K filed with
                 the Commission on February 13, 2002 (Commission file number
                 0-7539)).

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

3.2              Amended and Restated ByLaws of WindsorTech, Inc. (Incorporated
                 herein reference to Exhibit 3.2 to the Registrant's Quarterly
                 Report on Form 10-QSB filed with the Commission on August 19,
                 2002 (Commission file number 0-7539)).

4.1              Specimen Common Stock Certificate of WindsorTech, Inc.
                 (Incorporated herein reference to Exhibit 4.1 to the
                 Registrant's Quarterly Report on Form 10-QSB filed with the
                 Commission on August 19, 2002 (Commission file number 0-7539)).

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

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

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

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

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

10.6*            2002 Flexible Stock Plan (Incorporated herein reference to
                 Exhibit 10.6 to the Registrant's Quarterly Report on Form
                 10-QSB filed with the Commission on April 16, 2002 (Commission
                 file number 0-7539)).

10.7             Promissory Note executed by the Company. As of April 24, 2002
                 this note was paid in full (Incorporated herein reference to
                 Exhibit 10.7 to the Registrant's Quarterly Report on Form
                 10-QSB filed with the Commission on August 19, 2002 (Commission
                 file number 0-7539)).

10.8             Loan Agreement by and among Marc Sherman, Edward L. Cummings,
                 David A. Loppert, Carl C. Saracino, Michael P. Sheerr and
                 WindsorTech, Inc., on and as of April 24, 2002 (Incorporated
                 herein reference to Exhibit 10.8 to the Registrant's Quarterly
                 Report on Form 10-QSB filed with the Commission on August 19,
                 2002 (Commission file number 0-7539)).

10.9             Lease Agreement (Incorporated herein reference to Exhibit 10.9
                 to the Registrant's Quarterly Report on Form 10-QSB filed with
                 the Commission on August 19, 2002 (Commission file number
                 0-7539)).

10.10            Amendment to Loan Agreement by and among Marc Sherman, Edward
                 L. Cummings, David A. Loppert, Carl C. Saracino, Michael P.
                 Sheerr and WindsorTech, Inc., on and as of 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
                 0-7539)).

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



                                       33
<PAGE>
Exhibit Number   Description
--------------------------------------------------------------------------------
16.1             Letter from Milton Reece, CPA ("Reece") concurring with the
                 statements made by the Registrant in the Current Report on Form
                 8-K reporting Reece's resignation as the Registrant's principal
                 accountant (incorporated herein by reference to Exhibit 16 to
                 the Registrant's Current Report on Form 8-K filed with the
                 Commission on February 13, 2002 (Commission file number
                 0-7539)).

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

----------------
*    Management contract or compensatory plan.
**   Incorporated herein by reference to the same numbered exhibit in the
     Registrant's Transition Report on Form 10-KSB filed with the Commission on
     April 1, 2002 (Commission file number 0-7539).
***  Attached hereto.

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




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