As filed with the Securities and Exchange Commission on May 12, 2005
--------------------------------------------------------------------------------


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

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

                                   FORM 10-QSB
(Mark One)

               |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2005

                                       OR

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

                         Commission File No.: 000-07539

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

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

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

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

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

         The number of shares  outstanding of each class of our common equity as
of May 1, 2005, is as follows:

             Class of Common Equity                   Number of Shares
             ----------------------                   ----------------
             Common Stock, par value $.01                27,845,007




         Transitional Small Business Disclosure Format:

         Yes | |   No |X|

<PAGE>

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

                                WINDSORTECH, INC.

                                TABLE OF CONTENTS

Item                                                  Description                                               Page

 PART I - FINANCIAL INFORMATION

    1. Financial Statements (all unaudited)
            Condensed Consolidated Balance Sheets -
                March 31, 2005 and December 31, 2004                                                              1
            Condensed Consolidated Statements of Operations -
                Three Months Ended March 31, 2005 and 2004                                                        2
            Condensed Consolidated Statement of Stockholders' Equity -
                Three Months Ended March 31, 2005                                                                 3
            Condensed Consolidated Statements of Cash Flows -
                Three Months Ended March 31, 2005 and 2004                                                        4
            Notes to Condensed Consolidated Financial Statements                                                  5
    2.      Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                                                        10
    3.      Controls and Procedures
                                                                                                                 15

 PART II - OTHER INFORMATION

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

 SIGNATURES                                                                                                      17

 EXHIBITS                                                                                                        18
</TABLE>

                                       i

<PAGE>

PART I    FINANCIAL INFORMATION
Item 1.   Financial Statements

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

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

                                                                                     March 31,          December 31,
                                                                                       2005                2004
                                                                                 --------------------------------------
                                                         Assets
Current Assets
   Cash and cash equivalents                                                       $     428,888    $       844,939
   Accounts receivable, net of reserve of $50,000 in 2005 and 2004                     3,654,630          3,612,530
   Accounts receivable - related party                                                         -            119,046
   Inventories                                                                         2,816,253          2,721,505
   Prepaid expenses, income taxes and other assets                                       534,389            165,741
   Deferred income taxes                                                                  67,511             67,511
-----------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                          7,501,671          7,531,272
Property and Equipment, Net                                                              587,784            552,560
Goodwill                                                                               1,980,443          1,980,443
Intangibles, Net                                                                       3,109,732          3,188,896
Deferred Income Taxes                                                                    127,799            127,799
Other Assets                                                                              92,098             89,843
-----------------------------------------------------------------------------------------------------------------------

                                                                                   $  13,399,527    $    13,470,813
=======================================================================================================================

                                          Liabilities And Stockholders' Equity
Current Liabilities

   Current maturities of notes payable                                             $     502,130    $       603,376
   Revolving lines of credit                                                                   -          1,155,500
   Accounts payable                                                                    1,903,277          1,590,928
   Accrued expenses                                                                      266,469            265,391
   Deferred revenue                                                                      607,208            346,031
   Accrued payroll and other liabilities                                                 128,197            210,205
-----------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                     3,407,281          4,171,431

Notes Payable                                                                                  -            255,000
         Total Liabilities                                                             3,407,281          4,426,431
-----------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
   Preferred shares: Authorized 5,000,000 shares in 2005
       and 2004, $0.01 par value, none issued                                                  -                  -
   Common shares: authorized 55,000,000 shares in 2005 and 2004,
      $0.01 par value; 27,845,007 shares issued and outstanding in 2005
       and 25,550,007 shares issued and outstanding in 2004                              278,450            255,500
   Additional paid-in capital                                                         10,952,549          9,421,356
   Retained earnings (deficit)                                                        (1,238,753)          (632,474)
-----------------------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity                                                    9,992,246          9,044,382

-----------------------------------------------------------------------------------------------------------------------
                                                                                  $   13,399,527     $   13,470,813
=======================================================================================================================


-----------------------------------------------------------------------------------------------------------------------
See the accompanying notes to condensed consolidated financial statements.                                       Page 1

</TABLE>

<PAGE>

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               For The Three Months Ended March 31, 2005 and 2004
                                   (Unaudited)

                                         -------------------------------------
                                                2005                2004
                                         -------------------------------------

Revenue                                  $     7,316,690    $     2,681,857

Cost Of Sales                                  5,908,665          1,911,471
------------------------------------------------------------------------------

Gross Profit                                   1,408,025            770,386

Selling, General And Administrative
   Expenses                                    2,167,718            637,219

Depreciation And Amortization                    144,870             25,109

Interest Expense, net                             23,556             16,367
------------------------------------------------------------------------------

Income  (Loss) Before Provision
   (Benefit) For Income Taxes                   (928,119)            91,691

Provision (Benefit) For Income Taxes            (321,840)             8,253
------------------------------------------------------------------------------


Net Income (Loss)                        $      (606,279)   $        83,438
==============================================================================

Net Income  (Loss) Per Common Share -
   Basic                                 $         (0.02)   $          0.01
Net Income  (Loss) Per Common Share -
   Diluted                               $         (0.02)   $          0.00
==============================================================================

Weighted Average Number Of Common
   Shares Outstanding -Basic                  26,907,729         16,468,754
Weighted Average Number Of Common
   Shares Outstanding -Diluted                26,907,729         19,107,521
==============================================================================


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

                                                                          Page 2

<PAGE>

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

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    For The Three Months Ended March 31, 2005
                                   (Unaudited)





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

Balance - December 31, 2004             25,550,007        $255,500      $ 9,421,356      $ (632,474)       $  9,044,382

Warrants Exercised                         500,000           5,000          295,000               -             300,000

Options Exercised                        1,795,000          17,950        1,229,860               -           1,247,810

Stock Option Compensation                        -               -            6,333               -               6,333

Net Loss                                         -               -                -        (606,279)           (606,279)

------------------------------------- --------------- --------------- ---------------- ---------------- -----------------
Balance - March 31, 2005                27,845,007        $278,450    $  10,952,549     $(1,238,753)       $  9,992,246
===================================== =============== =============== ================ ================ =================

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



<PAGE>

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

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For The Three Months Ended March 31, 2005 and 2004
                                   (Unaudited)

                                                                                        2005                 2004
                                                                                ---------------------------------------

Cash Flows From Operating Activities
   Net Income (Loss)                                                               $  (606,279)          $   83,438
   Adjustments to reconcile net income (loss) to net cash used in operating
      activities:
         Depreciation and amortization                                                 144,870               25,109
         Stock option compensation expense                                               6,333                    -
         Changes in assets and liabilities:
            Decrease (Increase) in accounts receivable                                  76,946             (478,122)
            Increase in inventories                                                    (94,748)            (522,145)
            (Increase) Decrease in prepaid expenses and other assets                  (371,205)               9,923
            Increase in accounts payable and accrued expenses                          492,595              431,616
-----------------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                                 (351,488)            (450,181)
-----------------------------------------------------------------------------------------------------------------------

Cash Used In Investing Activities
     Payments for property and equipment                                              (100,627)             (10,651)
-----------------------------------------------------------------------------------------------------------------------
Net Cash Used In Investing Activities                                                 (100,627)             (10,651)
-----------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
     Net proceeds from the exercise of options and warrants                          1,547,810                    -
     Net proceeds from (amounts paid on) notes payable                                (356,245)             250,720
     Net amounts paid on line of credit                                             (1,155,500)                   -
     Other financing costs                                                                   -              (15,000)
-----------------------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                               36,065              235,720
-----------------------------------------------------------------------------------------------------------------------

Net Decrease In Cash And Cash Equivalents                                             (416,051)            (225,112)

Cash And Cash Equivalents - Beginning Of Period                                        844,939              270,155
-----------------------------------------------------------------------------------------------------------------------
Cash And Cash Equivalents - End of Period                                        $     428,888         $     45,043
=======================================================================================================================

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


<PAGE>

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

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       BASIS OF PRESENTATION


         The accompanying  unaudited condensed consolidated financial statements
of WindsorTech,  Inc. ("WTI" or the "Company") as of March 31, 2005 and December
31,  2004 and for the  three  months  ended  March  31,  2005 and 2004 have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions  to Form 10-QSB and Item 310 of Regulation S-B under the Securities
Exchange Act of 1934. Accordingly they do not include all of the information and
footnotes  required by accounting  principles  generally  accepted in the United
States of America  for  complete  financial  statements.  In the  opinion of the
Company's  management,  all  adjustments  (consisting  of only normal  recurring
adjustments)  considered  necessary to present  fairly the  financial  position,
results of  operations or cash flows have been made.  Certain  reclassifications
have been made for consistent presentation.


         The condensed consolidated statement of operations for the three months
ended March 31, 2005 is not  necessarily  indicative  of the results that may be
expected for the entire year ending December 31, 2005. 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,
2004.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         Business Organization


         We are a technology services company.  Our Data Security and Compliance
services  as well as our  Data  Center  Hardware  and  Data  Center  Maintenance
services  are  geared  towards  both the  users of  business-computing  hardware
(desktops,  laptops,  related  peripherals  and servers) as well as the users of
enterprise-class  hardware  (mainframes,  midrange  processors,  large  storage,
controllers,  etc.). In October, 2004, WindsorTech launched its brand extension,
QSGI, to build cohesion among the various technology  services that we offer and
build  brand   recognition   and  preference   through  strong   cross-marketing
opportunities.

         On  May  28,  2004,  the  Company  purchased   QualTech   International
Corporation and QualTech Services Group, Inc. QualTech International Corporation
sells  refurbished  IBM mainframes  and associated IBM  peripherals to companies
around the world.  QualTech Services Group,  Inc. provides hardware  maintenance
solutions  and  information  systems  consulting  services to  businesses in the
United States.

         Our company  operates in three segments that clearly focus our services
into easy-to-understand categories for our target audiences:

         A.       Data Security & Compliance

                  We provide data security and  regulatory  compliance  services
                  for  end-of-life  business-computing  IT  assets.  We  offer a
                  variety of  solutions to companies  whose  business  computing
                  technologies  (desktops,  laptops,  printers and servers) have
                  come to the end of their life cycle. These services include:
                           - Data erasure to Department Of Defense standards for
                             hard  drives
                           - Environmental  compliance (proper recycling or safe
                             disposal) for IT assets
                           - IT asset  remarketing  for IT  assets  with  market
                             value

                                       5

<PAGE>

                           - Asset Auditing/Life Cycle Management,  which allows
                             customers to minimize  their overall IT expenditure
                             and maximize their return on investment.

         B.       Data Center Hardware

                  We are the  leading  reseller  of  refurbished  IBM  mainframe
                  processors,  IBM midrange processors and associated peripheral
                  products  including  tape and disk  products and  connectivity
                  products to companies around the world.

         C.       Data Center Maintenance

                  We provide hardware  maintenance services for enterprise-class
                  hardware and Data Center  consulting  to companies  throughout
                  the United States.

         Across all three  segments,  we purchase  excess,  used,  off-lease and
refurbished hardware from a variety of sources including Fortune 1000 companies,
as well as leasing and finance companies.

         The Company has office and warehouse  space in Hightstown,  New Jersey,
and Eagan,  Minnesota,  and satellite sales and business  development offices in
California, Colorado, Connecticut,  Illinois, New York, Texas, Florida, Michigan
and Wyoming.


         Estimates


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


         Earnings (Loss) Per Share


         Basic  earnings  (loss)  per  share  is  computed  on the  basis of the
weighted average number of common shares outstanding. Diluted earnings per share
is  computed  on the basis of the  weighted  average  number  of  common  shares
outstanding  plus the effect of all dilutive  potential  common shares that were
outstanding during the period. A reconciliation of shares used calculating basic
and diluted  earnings  per share for the three  months  ended March 31, 2005 and
2004 are as follows:




                              Three Months Ended March 31,
                        ------------------------------------------
                                2005                 2004
                                ----                 ----
Basic                             26,907,729           16,468,754
Stock options                              -            2,180,160
Stock warrants                             -              458,608
                        ------------------------------------------
Diluted                           26,907,729           19,107,521
                        ==========================================

                                       6

<PAGE>


         In 2005, the Company excluded  2,726,895  weighted average common share
equivalents related to stock options and 2,132,913 weighted average common share
equivalents   related  to  stock   warrants   because   their  effect  would  be
anti-dilutive.

         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  expenses for the three months ended March 31, 2005
and 2004 would have increased. The pro forma amounts are indicated below:



                                                 Three Months Ended March 31,
                                            ------------------------------------
                                                    2005              2004
                                            ------------------------------------

Net income (loss), as reported                 $   (606,279)    $       83,438
Add: Stock-based employee compensation
expense included in reported net income
(loss), net of related tax effects                    3,863                 --
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effects               (6,871,097)        (1,051,971)
Pro forma net loss                             $ (7,473,513)    $     (968,533)
Earnings (loss) per share:
Basic - as reported                            $      (0.02)    $        (0.01)
Diluted - as reported                          $      (0.02)    $        (0.00)
Basic - Pro forma                              $      (0.28)    $        (0.06)
Diluted - Pro forma                            $      (0.28)    $        (0.06)

--------------------------------------------------------------------------------
         The  weighted  average per share fair value of the options  granted was
$2.07 for the three months ended March 31, 2005.  No options were granted in the
three  months  ended March 31,  2004.  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:

                                                      2005               2004
                                         ------------------ ------------------

   Risk-free interest rates                           4.2%                 --
   Expected option lives                           5 years                 --
   Expected volatilities                            96.56%                 --
   Expected dividend yields                             0%                 --

                                       7

<PAGE>


         Impact of Recently Issued Accounting Standards

         In December 2004, the FASB issued SFAS No. 123R,  Share-Based  Payment.
SFAS No. 123R  requires  measurement  of all employee  stock-based  compensation
awards  using a fair  value  method  and the  recording  of such  expense in the
consolidated  financial statements.  In addition,  the adoption of SFAS No. 123R
will  require  additional  accounting  related  to the income  tax  effects  and
additional disclosure regarding the cash flow effects resulting from share-based
payment  arrangements.  SFAS No. 123R is  effective  for the  Company  beginning
January 1, 2006.  The Company  currently  plans to adopt SFAS No. 123R using the
modified  prospective  method. The Company is currently  assessing the impact of
the adoption of SFAS No. 123R to its results of operations,  financial condition
and compensation strategies.


3.       INVENTORIES


         Inventories at March 31, 2005 and December 31, 2004 consist of:

                                                     2005               2004
                                          -----------------  -----------------
   Finished goods                         $       2,030,256  $       2,546,733
   Inventory in transit                             800,797            189,772
   Allowance for excess and obsolescence            (15,000)           (15,000)
                                          -----------------  -----------------
                                          $       2,816,253  $       2,721,505
                                          =================  =================



4.        FINANCING

         On April 24, 2002,  the Company  entered into a secured loan  agreement
with its  principal  stockholders.  The  agreement  was amended on September 30,
2002,  February  28, 2003 and March 29, 2004 to extend the  maturity  date.  The
loans are  secured  by  substantially  all of the  assets of the  Company.  Each
principal   stockholder  loaned  the  Company  $110,000  (for  an  aggregate  of
$550,000).  The loans bear  interest at the rate of 12% per annum with  interest
only payments payable monthly in arrears.  As of March 31, 2005, all amounts due
under the loans have been repaid.

         During  the  year  ended  December  31,  2002,  Qualtech  International
Corporation entered into a revolving credit loan with a bank. This loan provided
for borrowings limited to the lesser of $750,000 or the borrowing base of 75% of
eligible accounts receivable.  Interest on the loan was payable monthly at prime
(5.75% at March 31,  2005).  The loan was  secured  by all of the  assets of the
Company and the personal  guarantee of the former owners.  This loan was amended
in July 2003 and again in February  2004,  extending  the maturity date to April
30, 2005.  The new terms  include a borrowing  base of 75% of eligible  accounts
receivable  plus 25% of  inventories,  with eligible  inventories  not to exceed
$1,200,000.  As of March 31, 2005, all amounts due under this facility have been
paid.

         Qualtech International  Corporation arranged a second revolving line of
credit with the same bank in February  2004.  This loan provides for  borrowings
limited to the lesser of  $1,500,000  or the  borrowing  base of 75% of eligible
accounts  receivable plus 25% of inventories,  with eligible  inventories not to
exceed  $1,200,000.  Interest on this loan is payable at the prime rate plus one
percent,  with all principle due April 30, 2005.  This line of credit contains a
covenant  whereby the Company must maintain a liabilities  to tangible net worth
of not greater than 2.5 to 1.0. As of March 31, 2005, all amounts due under this
facility have been paid.

                                       8

<PAGE>


         On May 3, 2005,  the Company  entered  into a revolving  line of credit
agreement  that provides for  borrowings  limited to the lesser of $4,250,000 or
the  borrowing  base  of  80%  of  eligible  accounts  receivable  plus  40%  of
inventories  and in certain  circumstances  60% of  eligible  inventories,  with
eligible inventories not to exceed $1,500,000.  Interest on this loan is payable
monthly  at the prime  rate plus one  percent  (7.0% at May 3,  2005),  with all
principal and interest due April 1, 2007.

5.        ACQUISITIONS

         In  May  2004,  the  Company  completed  the  purchase  of  all  of the
outstanding  shares of QualTech  International  Corporation  and its  affiliate,
QualTech  Services  Group,  Inc.  QualTech  International  Corp  is a  worldwide
reseller of refurbished IBM mainframes and associated IBM peripherals.  QualTech
Services Group provides hardware  maintenance  solutions and information systems
consulting  services to businesses in the United  States.  The  acquisition  was
accounted  for using the  purchase  method of  accounting,  and the  results  of
operations of the acquired companies are included from the effective acquisition
date of May 1, 2004.

          The cost of the acquired  entities of $6,600,000  included payments to
QualTech's  shareholders  of  $6,500,000  of  which  $3,250,000  was in cash and
$3,250,000 was in the Company's  common stock.  The value of the Company's stock
was based on its average  market value  several  days prior to the  acquisition.
Direct acquisition costs, consisting primarily of legal fees, were $100,000.

         The  allocation of the aggregate  purchase price was performed with the
assistance of an  independent  valuation  firm.  The purchase  price  allocation
identified  $3,400,000 of intangible  assets other than  goodwill.  The goodwill
recognized  amounted to $1,980,443.  Goodwill  recorded in connection  with this
acquisition  will not be amortized  to expense,  but will be subject to periodic
testing  for  impairment  in  accordance  with SFAS No 142,  Goodwill  and Other
Intangible  Assets.  None of this goodwill is expected to be deductible  for tax
purposes.  Under the terms of the agreement,  QualTech's shareholders received a
combination of 1,957,831  shares of  Windsortech  common stock and cash totaling
$6.5 million of which $3.25 million was cash and $3.25 million was common stock.

         In considering  the benefits of the Qualtech  acquisitions,  management
recognized  the  strategic  complement  of  Qualtech's  products,  services  and
customer  database.  This  complement  provides a strong  platform  for  further
development of our pc asset management services.

         The  results  of  Qualtech   have  been   included  in  the   Condensed
Consolidated Financial Statements since May 1, 2004. Unaudited pro forma results
of operations for the three months ended March 31, 2004 are included below. Such
pro forma information assumes that the acquisition had occurred as of January 1,
2004, and revenue is presented in accordance with our accounting policies.  This
summary is not  necessarily  indicative of what our result of  operations  would
have been had Qualtech been a combined  entity during such periods,  nor does it
purport to represent results of operations for any future periods.


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

Revenue                                                         $ 8,262,245

Net Income                                                        $ 278,985

Net Income Per Common Share - Basic                                   $0.01

Net Income Per Common Share - Diluted                                 $0.01

                                       9

<PAGE>


6.        SEGMENT INFORMATION


         The  Company  operates  in three  business  segments:  Data  Security &
Compliance, Data Center Hardware, and Data Center Maintenance.  The segments are
presented in a manner consistent with how the chief operating decision maker and
executive management view the businesses, how the businesses are organized as to
segment  management and the focus of the businesses with regards to the types of
products and  services  offered and the target  market.  Each of our segments is
more  fully  described  in  Note  2  to  our  Condensed  Consolidated  Financial
Statements.


                                                Three Months Ended
                                                     March 31,
                                                   2005              2004
                                        ------------------ -----------------

Revenues
     Data Security and Compliance           $ 2,298,696       $ 2,681,857
     Data Center Hardware                     4,544,980
     Data Center Maintenance                    736,273
     Intersegment Elimination                  (263,259)

                                        ------------------ -----------------
Consolidated Total                          $ 7,316,690       $ 2,681,857
                                        ================== =================


Income (loss) before Provision
(Benefit) for Income Taxes
     Data Security and Compliance          $ (1,132,861)      $    91,691
     Data Center Hardware                        (1,437)
     Data Center Maintenance                    206,179

                                        ------------------ -----------------
Consolidated Total                         $   (928,119)      $    91,691
                                        ================== =================

                                       10

<PAGE>

7.        EMPLOYMENT CONTRACTS

         In 2005, the Company  entered into  employment  contracts with three of
its executive  officers.  These  contracts are initially for  three-year  terms.
These  contracts  included  "change  of  control"  provisions,  under  which the
employees  may  terminate  their  employment  within  one year after a change in
control, and be entitled to receive specified severance payments generally equal
to three times their ending  average  compensation  for the  preceding  year. In
addition,  these  employees  would  also  receive  these  payments  if they were
involuntarily terminated without cause, even if there is no change in control.

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

         This  following  discussion  should  be read in  conjunction  with  the
accompanying  financial statements and related notes in Item 1 of this report as
well as Annual  Report on Form  10-KSB for the year  ended  December  31,  2004.
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;  the successful consummation
and  integration  of future  acquisitions;  the  ability  to hire and retain key
personnel;  the continued  development of our technical,  manufacturing,  sales,
marketing and  management  capabilities;  relationships  with and  dependence on
third-party  suppliers;  anticipated  competition;   uncertainties  relating  to
economic conditions where we operate;  uncertainties  relating to government and
regulatory policies;  uncertainties  relating to customer plans and commitments;
rapid  technological  developments  and obsolescence in the products we sell and
the  industries  in  which  we  operate  and  compete;  existing  and  potential
performance issues with suppliers and customers;  governmental export and import
policies;  global trade  policies;  worldwide  political  stability and economic
growth; the highly competitive environment in which we operate;  potential entry
of new,  well-capitalized  competitors  into our  markets;  and  changes  in our
capital  structure  and  cost  of  capital.   The  words  "believe",   "expect",
"anticipate",   "intend"   and   "plan"   and   similar   expressions   identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements,  which speak only as of the date the statement
was made.

RECENT DEVELOPMENTS

         On January 7, 2005, Mr. Loppert, a former officer and director, brought
an action in the Superior Court of New Jersey, Case No. L000020-05,  against two
officers  of the  Company,  Marc  Sherman  and Edward  Cummings,  and two former
officers,  Carl Saracino and Michael Sheerr, alleging that each owed Mr. Loppert
approximately  $110,000.00 in connection with loans made to each of them,  which
were then loaned to the Company.

                                       11

<PAGE>

         On March 15, 2005,  all claims and  litigation  between Mr. Loppert and
the Company and Messrs.  Sherman,  Cummings,  Saracino and Sheerr were  resolved
pursuant to  agreement.  The Company,  Mr.  Loppert and each party  released all
opposing parties for all claims existing as of the date of settlement.

         As of February  14,  2005,  Joel L. Owens  resigned as Chief  Operating
Officer.  He  continues  his  employment  as  Executive  Vice-President  of  the
Company's Data Center Hardware and Data Center Services groups.

         On March 14, 2005, Seth A. Grossman, a member of the Company's Board of
Directors, was appointed President and Chief Operating Officer. He will continue
as a member of the Board of Directors.

         On May 3, 2005,  the Company  entered  into a revolving  line of credit
agreement  that provides for  borrowings  limited to the lesser of $4,250,000 or
the  borrowing  base  of  80%  of  eligible  accounts  receivable  plus  40%  of
inventories  and in certain  circumstances  60% of  eligible  inventories,  with
eligible inventories not to exceed $1,500,000.  Interest on this loan is payable
monthly  at the prime  rate plus one  percent  (7.0% at May 3,  2005),  with all
principal and interest due April 1, 2007.

RESULTS OF OPERATIONS

         The  following  table  sets  forth  our  results  of  operations  as  a
percentage of total revenue for the periods  indicated below and is derived from
the unaudited Condensed  Consolidated  Statement of Operations in Part 1, Item 1
of this report.

                                                      Three Months Ended
                                                           March 31,
                                                -------------------------------
                                                        2005            2004
                                                -------------------------------
                                                          %               %
Revenue                                                100.0           100.0
Cost Of Products and Services Sold                      80.8            71.3
-------------------------------------------------------------------------------
Gross Profit                                            19.2            28.7
Selling, General And Administrative Expenses            29.6            23.8
Depreciation And Amortization                            2.0             0.9
Interest Expense, net                                    0.3             0.6
-------------------------------------------------------------------------------
Income (Loss) Before Provision (Benefit) For
   Income Taxes                                        (12.7)            3.4

Provision (Benefit) For Income Taxes                    (4.4)            0.3
-------------------------------------------------------------------------------
Net Income (Loss)                                       (8.3)            3.1
===============================================================================

Quarter Ended March 31, 2005 Compared to Quarter Ended March 31, 2004

Revenue

         Revenue for the quarter ended March 31, 2005 was $7,316,690 compared to
revenue of  $2,681,857  for the  quarter  ended  March 31,  2004,  a  $4,634,833
increase,  or  172.8%.  $5,017,994  of the  increase  was a result of our recent
acquisitions.  Our core business  decreased by $383,161 as a result of our shift
in focus away from wholesale sales to data security and environmental compliance
services.  In  our  data  security  and  environmental  compliance  segment,  we
increased our sales staff to help increase our market penetration.

                                       12

<PAGE>

         Our revenues categorized by products and services are as follows:

                           Quarter Ended            Quarter Ended
                           March 31, 2005           March 31, 2004

  Revenue
     Products               $ 6,580,417              $ 2,615,159
     Services                   736,274                   66,698
                    -------------------------------------------------
  Total Revenue             $ 7,316,690              $ 2,681,857
                    =================================================

         Gross  profit  for the  quarter  ended  March 31,  2005 was  $1,408,025
compared to a gross profit of $770,386  for the quarter  ended March 31, 2004, a
$637,639 increase,  or 82.8%. Gross margin was 19.2% for the quarter ended March
31, 2005 compared to 28.7% for the quarter ended March 31, 2004.

         Gross  profit  for  the  quarter  increased  due to  the  acquisitions.
However,  our margins  contracted while we strengthened our  infrastructure  and
continued to build a solid foundation for our long-term growth.

         In our  industry,  the overall  management  of the  computer  equipment
throughout  its life  cycle  represents  a  growing  burden  on  companies.  The
continual  growth  of  liability  concerns  associated  with IT  assets  and the
compliance with  relatively new government  legislation is what is going to have
the biggest impact on the Company's  future  revenues and profits.  Our business
has been built to keep  companies  in  compliance  with  government  legislation
whether  it is  HIPAA,  Sarbanes-Oxley,  the FACT Act,  Gramm-Leach-Bliley,  the
Patriot Act or federal and state EPA regulations.

         Gartner Dataquest reports that in the US alone some 133,000 PCs per day
are retired and  replaced by their  original  owners.  According to the National
Safety Council, 63 million computers will become obsolete in 2005,  resulting in
a potentially greater source of computer equipment becoming available for resale
and a potentially greater source of customers needing our services.

         Selling,  general and  administrative  expenses  for the quarter  ended
March 31, 2005 were $2,167,718  compared to selling,  general and administrative
expenses  of  $637,219  for the  quarter  ended  March 31,  2004,  a  $1,530,499
increase, or 240.2%. Selling, general and administrative expenses increased as a
result of increased  professional  fees mainly  attributable  to the defense and
appeal of a lawsuit and accounting fees in the amount of $185,000,  $671,000 was
attributable  to the  companies  acquired,  which  consisted  mainly of payroll,
payroll  taxes,  and  employee  benefits,   rent  and  facilities  expenses  and
insurance,  and  increased  payroll and  employee  benefits  necessary to retain
qualified personnel. Expenses also increased as the Company continued to promote
its new brand name "QSGI" and added sales  personnel  to market its services and
build  brand  recognition.   In  addition,  the  Company  continues  to  provide
educational opportunities and training to the national sales team.

         Depreciation  and amortization for the quarter ended March 31, 2005 was
$144,870  compared to depreciation  and  amortization of $25,109 for the quarter
ended March 31,  2004, a $119,761  increase,  or 477.0%,  This  increase was the
result of depreciation  and the  amortization  of intangibles  from the acquired
companies as well as one full quarter of depreciation for property and equipment
additions and leasehold improvements that occurred throughout 2004.

         Interest  expense for the quarter  ended  March 31,  2005,  was $23,556
compared to interest  expense of $16,367 for the quarter ended March 31, 2004, a
$7,189  increase,  or 43.9%,  commensurate  with an increase in the level of the
Company's borrowings.

         The Company  recorded  estimated state tax obligations for the quarters
ended March 31, 2005 and 2004.  The company also  recorded a federal tax benefit
during the quarter ended March 31, 2005.

                                       13

<PAGE>


BUSINESS SEGMENTS

         We operate in three  segments  that  clearly  focus our  services  into
easy-to-understand  categories  for our  target  audiences:  Data  Security  and
Compliance,  Data Center Hardware and Data Center Services.  Our  "eliminations"
category includes all amounts  recognized upon consolidation of our subsidiaries
such  as  the  elimination  of  inter-segment  revenues,  expenses,  assets  and
liabilities.  Each of our  segments  is more  fully  described  in Note 2 to our
Condensed Consolidated Financial Statements.

Data Security & Compliance Segment

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

                                                  Three Months Ended        Three Months Ended
                                                    March 31, 2005            March 31, 2004

Revenue                                               $ 2,298,696               $ 2,681,857
Gross Profit                                              173,908                   770,386
Selling, General and Administrative Expenses            1,256,767                   637,219
Depreciation and Amortization                              34,888                    25,109
Interest Expense, Net                                      15,114                    16,367
Income (Loss) Before Provision
(Benefit) for Income Taxes                             (1,132,861)                   91,691

Segment Assets                                          4,977,120                 2,156,772
Goodwill                                                        -                         -
Expenditures for Property and
Equipment                                                  73,268                    10,651

</TABLE>

         Revenue for the quarter ended March 31, 2005 was $2,298,696 compared to
revenue of $2,681,857 for the quarter ended March 31, 2004, a $383,161 decrease,
or (14.3%).  Our data security and compliance segment decreased by $383,161 as a
result of our shift in focus  away from  wholesale  sales to data  security  and
regulatory  compliance  services.  We have  increased  our  sales  staff to help
increase our market penetration.

         Gross profit for the quarter ended March 31, 2005 was $173,908 compared
to gross  profit of $770,386  for the quarter  ended March 31,  2004, a $596,478
decrease,  or  (77.4%).  Gross  profit  decreased  as a result of a decrease  in
revenues and an increase in infrastructure costs.

         Selling,  general and  administrative  expenses  for the quarter  ended
March 31, 2005 was $1,256,767 as compared to selling, general and administrative
expenses for the quarter ended March 31, 2004 of $637,219,  a $619,548 increase,
or 97.2%. Selling,  general and administrative expenses increased as a result of
increased  professional fees mainly  attributable to the defense and appeal of a
lawsuit and  accounting  fees in the amount of $185,000,  increased  payroll and
employee benefits necessary to retain qualified  personnel,  additional expenses
as the  Company  continued  to promote its new brand name "QSGI" and added sales
personnel to market its services and build brand recognition.  In addition,  the
company  continues  to provide  educational  opportunities  and  training to the
national sales team.

                                       14

<PAGE>

         Depreciation  and amortization for the quarter ended March 31, 2005 was
$34,888  compared to  depreciation  and  amortization of $25,109 for the quarter
ended March 31, 2004, a $9,779 increase,  or 38.9%, This increase was the result
of one full quarter of  depreciation  for property and  equipment  additions and
leasehold improvements that occurred throughout 2004.

         Interest  expense for the quarter  ended  March 31,  2005,  was $15,114
compared to interest  expense of $16,367 for the quarter ended March 31, 2004, a
$1,253  decrease,  or 7.7%,  commensurate  with a decrease  in the level of this
segments borrowings.

Data Center Hardware Segment

                                         Quarter Ended             Quarter Ended
                                        March 31, 2005            March 31, 2004

Revenue                                   $ 4,544,980                         -
Gross Profit                                  755,846                         -
Selling, General and Administration           653,970                         -
Depreciation and Amortization                  94,871                         -
Interest Expense, Net                           8,442                         -
Income (Loss) Before Provision
(Benefit) for Income Taxes                    (1,437)                         -

Segment Assets                              6,792,902                         -

Goodwill                                    1,823,157                         -
Expenditures for Property and
Equipment                                      24,682                         -

Data Center Maintenance Segment

                                         Quarter Ended             Quarter Ended
                                        March 31, 2005            March 31, 2004

Revenue                                     $ 736,273                         -
Gross Profit                                  478,271                         -
Selling, General and Administration           256,981                         -
Depreciation and Amortization                  15,111                         -
Interest Expense, Net                               -                         -
Income (Loss) Before Provision
(Benefit) for Income Taxes                    206,179                         -

Segment Assets                              1,629,505                         -

Goodwill                                      157,286                         -
Expenditures for Property and                                                 -
Equipment                                       2,677                         -

The Data Center Hardware and Data Center Maintenance segments became part of the
Company on May 1, 2004.

                                       15

<PAGE>


Geographic Areas

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

Liquidity and Capital Resources

         Net cash used in operating  activities  in the three months ended March
31,  2005  and  2004 was  $351,488  and  $450,181,  respectively.  Cash  used in
operating  activities  during the period ended March 31, 2005 was primarily as a
result of the loss for the period,  an increase  in prepaid  expenses  and other
assets  which  included  the tax  benefit  for the  period,  and an  increase in
inventories,  offset by an increase in accounts payable and accrued expenses and
a decrease in accounts receivable.  Cash used in operating activities during the
period ended March 31, 2004 was primarily as a result of an increase in accounts
receivable  and  inventories,  offset by net income and an  increase in accounts
payable and accrued expenses.

         Net cash used in investing  activities  in the three months ended March
31, 2005 and 2004 was $100,627 and $10,651, respectively. Cash used in investing
activities  in the  three  months  ended  March  31,  2005  and 2004 was for the
purchase of property and equipment.

         Net cash  provided by financing  activities  for the three months ended
March  31,  2005 and 2004  was  $36,065  and  $235,720,  respectively.  Net cash
provided by  financing  activities  in the three months ended March 31, 2005 was
from the  exercise of stock  options and stock  warrants  reduced by net amounts
paid on the line of  credit  and net  amounts  paid on notes  payable.  Net cash
provided by  financing  activities  in the three months ended March 31, 2004 was
the result of increased  borrowings on notes payable  reduced by other financing
costs.

         Since  our  acquisition  in May  2004,  we  have  invested  heavily  in
strengthening our infrastructure and have used cash to increase our inventory to
a level  necessary to support our growth.  We believe that cash  generated  from
operations,  together  with our  available  cash  resources  including  the most
recently signed working  capital line and anticipated  exercise of stock options
and warrants in 2005,  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 although we have not identified any specific acquisition candidates.

         We do not have any material commitments for capital expenditures nor do
we expect to incur any  material  commitments  for capital  expenditures  during
2005. Any required  expenditure will be completed through  internally  generated
funding.

         We did not have any significant  elements of income or loss not arising
from  continuing  operations  in either of the periods  ended March 31, 2005 and
2004 and do not expect any in the  remainder of fiscal 2005.  While our business
is marginally  seasonal,  we do not expect this  seasonality  to have a material
adverse affect on our results of operations or cash flows.

Impact of Recently Issued Accounting Standards

          In December 2004, the FASB issued SFAS No. 123R,  Share-Based Payment.
SFAS No. 123R  requires  measurement  of all employee  stock-based  compensation
awards  using a fair  value  method  and the  recording  of such  expense in the
consolidated  financial statements.  In addition,  the adoption of SFAS No. 123R
will  require  additional  accounting  related  to the income  tax  effects  and
additional disclosure regarding the cash flow effects resulting from share-based
payment  arrangements.  SFAS No. 123R is  effective  for the  Company  beginning
January 1, 2006.  The Company  currently  plans to adopt SFAS No. 123R using the
modified  prospective  method. The Company is currently  assessing the impact of
the adoption of SFAS No. 123R to its results of operations,  financial condition
and compensation strategies.

                                       16

<PAGE>

ITEM 3              CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

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

         As of March 31, 2005, management, including the Chief Executive Officer
and Chief Financial Officer,  conducted an evaluation of disclosure controls and
procedures  pursuant  to  Exchange  Act Rule  13a-14 as of the end of the period
covered by this report.  Based on that evaluation,  the Chief Executive  Officer
and  Chief  Financial  Officer  have  concluded  the  disclosure   controls  and
procedures  currently in place are adequate to ensure  material  information and
other  information  requiring  disclosure are identified and  communicated  in a
timely fashion.  There have been no significant changes in internal controls, or
in factors that could significantly affect internal controls,  subsequent to the
date the Chief  Executive  Officer and Chief Financial  Officer  completed their
evaluation

Changes in internal control over financial reporting

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

Part II - OTHER INFORMATION

ITEM 1.             LEGAL PROCEEDINGS

          On  January 7, 2005,  Mr.  Loppert,  a former  officer  and  director,
brought an action in the  Superior  Court of New  Jersey,  Case No.  L000020-05,
against two officers of the Company,  Marc Sherman and Edward Cummings,  and two
former officers,  Carl Saracino and Michael Sheerr,  alleging that each owed Mr.
Loppert approximately $110,000.00 in connection with loans made to each of them,
which were then loaned to the Company.

          On March 15, 2005, all claims and  litigation  between Mr. Loppert and
the Company and Messrs.  Sherman,  Cummings,  Saracino and Sheerr were  resolved
pursuant to  agreement.  The Company,  Mr.  Loppert and each party  released all
opposing parties for all claims existing as of the date of settlement.

         The Company also is party to legal  proceedings,  which arise from time
to time in the ordinary course of business. In the opinion of management,  these
proceedings  are not likely to have a material  adverse  affect on the financial
position,  results of operations or cash flows of the Company.  Such

                                       17

<PAGE>

estimate of potential impact on the Company could change in the future depending
upon matters in suit and the course of specific litigation.

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

         None


ITEM 3.             DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         None


ITEM 5.             OTHER INFORMATION

         None

ITEM 6.             EXHIBITS


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

                                       18

<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 12, 2005           By:              /S/ MARC SHERMAN
                                       -----------------------------------------
                                                    Marc Sherman
                                               Chief Executive Officer

Dated:    May 12, 2005           By:           /S/ EDWARD L. CUMMINGS
                                       -----------------------------------------
                                                 Edward L. Cummings
                                       Vice President, Chief Financial Officer

                                       19

<PAGE>


LIST OF EXHIBITS

Exhibit
Number      Description
----------- --------------------------------------------------------------------
2.1         Agreement and Plan of Merger by and between WindsorTech, Inc., Delta
            States Oil, Inc. and Alfred D. Morgan,  Ph. D dated January 29, 2002
            (incorporated   herein  by   reference   to  Exhibit   99.1  to  the
            Registrant's Current Report on Form 8-K filed with the Commission on
            February 13, 2002 (Commission file number 00000-07539)).
2.2         Agreement  and  plan  of  Merger  by and  among  Windsortech,  Inc.,
            Qualtech International  Corporation and Qualtech Service Group, Inc.
            dated May 1, 2004.
3.1         Certificate  of  Amendment  of  Certificate  of   Incorporation   of
            WindsorTech, Inc. **
3.2         Amended  and  Restated  ByLaws of  WindsorTech,  Inc.  (Incorporated
            herein reference to Exhibit 3.2 to the Registrant's Quarterly Report
            on Form  10-QSB  filed  with  the  Commission  on  August  19,  2002
            (Commission file number 000-07539)).
3.3         Action by Consent in Writing of a Majority of Stockholders dated May
            19, 2004 concerning Amended and Restated By Laws.
3.4         Action by Consent in Writing  of a Majority  of  Stockholders  dated
            September  17,  2004   increasing   the  number  of  shares  of  the
            Corporation
4.1         Specimen Common Stock Certificate of WindsorTech, Inc. (Incorporated
            herein reference to Exhibit 4.1 to the Registrant's Quarterly Report
            on Form  10-QSB  filed  with  the  Commission  on  August  19,  2002
            (Commission file number 000-07539)).
4.2         Form of  Stock  Purchase  Agreements  with  Barron  Partners,  L.P.,
            Guerrilla Capital, and Odin Partners et al. dated May 26, 2004.
4.3         Form of Registration  Rights Agreements with Barron Partners,  L.P.,
            Guerrilla Capital, and Odin Partners et al. dated May 26, 2004.
4.4         Form of Common Stock  Purchase  Warrant at $1.50 per share dated May
            28, 2004.
4.5         Form of Common Stock  Purchase  Warrant at $3.60 per share dated May
            28, 2004
4.6         Form of  Registration  Rights  Agreement  with Joel Owens and Jolene
            Owens dated May 1, 2004.
10.1*       Employment and Non-Compete Agreement - Edward L. Cummings **
10.2*       Employment and Non-Compete Agreement - David A. Loppert **
10.3*       Employment and Non-Compete Agreement - Carl C. Saracino **
10.4*       Employment and Non-Compete Agreement - Michael P. Sheerr **
10.5*       Employment and Non-Compete Agreement - Marc Sherman **
10.6*       2002 Flexible Stock Plan  (Incorporated  herein reference to Exhibit
            10.6 to the Registrant's  Quarterly Report on Form 10-QSB filed with
            the   Commission   on  April  16,  2002   (Commission   file  number
            000-07539)).
10.7        Promissory  Note executed by the Company.  As of April 24, 2002 this
            note was paid in full (Incorporated herein reference to Exhibit 10.7
            to the  Registrant's  Quarterly Report on Form 10-QSB filed with the
            Commission on August 19, 2002 (Commission file number 000-07539)).

                                       20

<PAGE>

Exhibit
Number      Description
----------- --------------------------------------------------------------------
10.8        Loan Agreement by and among Marc Sherman, Edward L. Cummings,  David
            A. Loppert,  Carl C.  Saracino,  Michael P. Sheerr and  WindsorTech,
            Inc., on and as of April 24, 2002 (Incorporated  herein reference to
            Exhibit  10.8 to the  Registrant's  Quarterly  Report on Form 10-QSB
            filed with the Commission on August 19, 2002 (Commission file number
            000-07539)).
10.9        Lease Agreement  (Incorporated  herein  reference to Exhibit 10.9 to
            the  Registrant's  Quarterly  Report on Form  10-QSB  filed with the
            Commission on August 19, 2002 (Commission file number 000-07539)).
10.10       Amendment  to Loan  Agreement by and among Marc  Sherman,  Edward L.
            Cummings, David A. Loppert, Carl C. Saracino,  Michael P. Sheerr and
            WindsorTech,  Inc., on and as of March 31, 2002 (Incorporated herein
            reference to Exhibit 10.10 to the  Registrant's  Quarterly Report on
            Form  10-QSB  filed  with  the   Commission   on  November  4,  2002
            (Commission file number 000-07539)).
10.11       Second Amendment to Loan Agreement by and among Marc Sherman, Edward
            L. Cummings,  David A. Loppert, Carl C. Saracino,  Michael P. Sheerr
            and WindsorTech,  Inc., on and as of February 28, 2003 (Incorporated
            herein  reference  to Exhibit  10.11 to the  Registrant's  Quarterly
            Report on Form  10-QSB  filed with the  Commission  on May 13,  2003
            (Commission file number 000-07539)).
10.12       Employment and Non-Compete Agreement - Joel Owens
10.13***    Employment and Non-Compete Agreement - Seth A. Grossman
10.14**     Credit   Agreement  by  and  among   Windsortech,   Inc.,   Qualtech
            International  Corporation,  Qualtech Services Corporation and Fifth
            Third Bank.
16.1        Letter  from  Milton  Reece,  CPA  ("Reece")   concurring  with  the
            statements  made by the Registrant in the Current Report on Form 8-K
            reporting   Reece's   resignation  as  the  Registrant's   principal
            accountant  (incorporated  herein by  reference to Exhibit 16 to the
            Registrant's Current Report on Form 8-K filed with the Commission on
            February 13, 2002 (Commission file number 000-07539)).
31.1***     Chief Executive Officer Certification Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002
31.2***     Chief Financial Officer Certification Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002
32.1***     Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant to 18 U.S.C.  ss. 1350, as Adopted  Pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002.
*           Management contract or compensatory plan.
**          Incorporated herein by reference to the same numbered exhibit in the
            Registrant's  Transition  Report  on  Form  10-KSB  filed  with  the
            Commission on April 1, 2002 (Commission file number 000-07539).
***         Attached hereto.

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

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