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


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

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

--------------------------------------------------------------------------------
                                   FORM 10-QSB
         (Mark One)

      [ ]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 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.: 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 November 12, 2003, is as follows:

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



         Transitional Small Business Disclosure Format:

         Yes [X]   No [ ]


<PAGE>

<TABLE>
<CAPTION>

                                WINDSORTECH, INC.

                                TABLE OF CONTENTS

   Item                                             Description                                                Page

 PART I - FINANCIAL INFORMATION

    1. Financial Statements (all unaudited)
            Balance Sheets -
<S>                       <C> <C>               <C> <C>                                                           <C>
                September 30, 2003 and December 31, 2002                                                          1
            Statements of Operations -
                Three and Nine Months Ended September 30, 2003 and 2002                                           2
            Statement of Stockholders' Equity (Deficit) -
               Nine Months Ended September 30, 2003                                                               3
            Statements of Cash Flows -
               Nine Months Ended September 30, 2003 and 2002                                                      4
            Notes to Financial Statements                                                                         5
    2.      Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                                                         11
    3.      Controls and Procedures                                                                              29

 PART II - OTHER INFORMATION
                                                                                                                 30
    1.      Legal Proceedings                                                                                    30
    2.      Changes In Securities and Use of Proceeds                                                            30
    3.      Defaults Upon Senior Securities                                                                      32
    4.      Submission of Matters to a Vote of Security Holders                                                  32
    5.      Other Information                                                                                    32
    6.      Exhibits and Reports on Form 8-K                                                                     32

 SIGNATURES                                                                                                      33

 EXHIBITS                                                                                                        34

</TABLE>

                                       i

<PAGE>
<TABLE>
<CAPTION>


                                Windsortech, Inc.
--------------------------------------------------------------------------------

                                 BALANCE SHEETS
                                   (Unaudited)

                                                                                       September 30,        December 31,
                                                                                           2003                2002
                                                                                  ------------------- -------------------
                                                         Assets
Current Assets
<S>                                                                                <C>                <C>
   Cash and cash equivalents                                                       $      167,075     $        54,383
   Accounts receivable, net of reserve of $7,113 in 2003 and $10,000 in 2002              208,519              21,736
   Accounts receivable - related party                                                     34,149               3,261
   Inventories                                                                            161,860             427,140
   Purchase deposits                                                                       88,736                  --
   Prepaid income taxes                                                                       100              72,000
   Prepaid expenses                                                                        11,754              22,049
   Deferred income taxes                                                                   44,948              44,948
--------------------------------------------------------------------------------- ------------------- -------------------
         Total Current Assets                                                             717,141             645,517
Property and Equipment, Net                                                               233,554             246,816
Deposits                                                                                   39,587              39,587
Deferred Income Taxes                                                                      82,072              82,072
Other Assets                                                                                7,150                  --
--------------------------------------------------------------------------------- ------------------- -------------------

                                                                                     $  1,079,504       $   1,013,992
================================================================================= =================== ===================

                                     Liabilities And Stockholders' Equity (Deficit)
Current Liabilities
   Current maturities of capital lease obligations                                $         8,842     $         9,709
   Accounts payable                                                                       127,938             252,358
   Accrued expenses                                                                       142,942              94,451
   Accrued payroll                                                                        165,256              87,735
   Notes payable - principal stockholders, current portion                                130,435             349,020
--------------------------------------------------------------------------------- ------------------- -------------------
         Total Current Liabilities                                                        575,413             793,273
Notes Payable - Principal Stockholders                                                    500,000             500,000
Capital Lease Obligations                                                                   4,625              10,988
--------------------------------------------------------------------------------- ------------------- -------------------
         Total Liabilities                                                              1,080,038           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; 16,468,754 and 14,914,168 shares issued and
       outstanding in 2003 and 2002, respectively                                         164,688             149,142
   Common stock warrants                                                                  116,000                  --
   Additional paid-in capital                                                             659,833             176,648
   Retained earnings (deficit)                                                           (941,055)           (616,059)
--------------------------------------------------------------------------------- ------------------- -------------------
         Total Stockholders' Equity (Deficit)                                                (534)           (290,269)
--------------------------------------------------------------------------------- ------------------- -------------------

                                                                                    $   1,079,504       $   1,013,992
================================================================================= =================== ===================

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

                                     Page 1

<PAGE>

<TABLE>
<CAPTION>

                                Windsortech, Inc.
--------------------------------------------------------------------------------

                                                      STATEMENTS OF OPERATIONS
                               For The Three and Nine Month Periods Ended September 30, 2003 and 2002

                                                                                       (Unaudited)
                                                           Three Months Ended                              Nine Month Ended
                                                              September 30,                                  September 30
------------------------------------------------------------------------------------------------------------------------------------
                                                       2003                    2002                  2003                   2002
------------------------------------------------------------------------------------------------------------------------------------

<S>                                               <C>                    <C>                    <C>                    <C>
Revenue                                           $  1,496,252           $  1,252,542           $  5,035,208           $  5,397,002

Cost Of Sales                                        1,086,476              1,218,603              3,827,401              4,604,473
------------------------------------------------------------------------------------------------------------------------------------

Gross Profit                                           409,776                 33,939              1,207,807                792,529

Selling, General And Administrative
   Expenses                                            545,085                363,673              1,417,562              1,089,541

Depreciation And Amortization                           19,659                  7,790                 49,094                 12,523

Interest Expense, net                                   17,442                 18,965                 63,947                 35,145
------------------------------------------------------------------------------------------------------------------------------------

Loss Before Provision (Benefit) For
   Income Taxes                                       (172,410)              (356,489)              (322,796)              (344,680)

Provision (Benefit) For Income Taxes                     1,100                 (6,773)                 2,200                    200
------------------------------------------------------------------------------------------------------------------------------------

Net Loss                                          $   (173,510)          $   (349,716)          $   (324,996)          $   (344,880)
====================================================================================================================================

 Net Loss Per Common Share - Basic and
   Diluted                                        $     (0.011)          $     (0.029)          $     (0.021)          $     (0.030)
====================================================================================================================================

Weighted Average Number Of Common
   Shares Outstanding -Basic and Diluted            16,349,284             11,999,168             15,392,540             11,665,927
====================================================================================================================================

                                                                      Page 2


See the accompanying notes to financial statements.


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                Windsortech, Inc.
--------------------------------------------------------------------------------

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                  For The Nine Months Ended September 30, 2003
                                   (Unaudited)




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

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

Common Stock Issued               1,554,586           15,546             --        483,185              --                498,731

Common Stock Warrants Issued             --               --        116,000             --              --                116,000

Net Loss                                 --               --             --             --       (324,996)              (324,996)
-----------------------------------------------------------------------------------------------------------------------------------
Balance - September 30, 2003     16,468,754         $164,688       $116,000       $659,833     $ (941,055)              $   (534)
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>
                                                                      Page 3

<PAGE>

<TABLE>
<CAPTION>

                                Windsortech, Inc.
--------------------------------------------------------------------------------


                                                      STATEMENTS OF CASH FLOWS
                                        For The Nine Months Ended September 30, 2003 and 2002
                                                             (Unaudited)

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

Cash Flows From Operating Activities
<S>                                                                                       <C>                 <C>
   Net Loss                                                                               $(324,996)          $(344,880)
   Adjustments to reconcile net loss to net cash used in operating
      activities:
         Depreciation and amortization                                                       49,094              12,523
         Issuance of common stock warrants for services                                      60,000                --
         Changes in assets and liabilities:
            (Increase) decrease in accounts receivable                                     (217,671)             20,740
            (Increase) decrease in inventories                                              265,280            (561,285)
            (Increase) decrease in prepaid expenses and other assets                         75,045             (80,202)
            (Increase) decrease in deposits and other assets                                (88,736)                600
            Increase (decrease) in accounts payable                                         (83,650)             84,052
            Increase in accrued expenses                                                    139,623               7,464
-----------------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                                      (126,011)           (842,042)
-----------------------------------------------------------------------------------------------------------------------

Cash Used In Investing Activities
   Payments for property and equipment                                                      (90,213)            (66,159)
-----------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
   Proceeds from the issuance of common stock and warrants                                  554,731                --
   Net (payments on) proceeds from notes payable - officers                                (218,585)            840,959
   Payments on capital lease                                                                 (7,230)             (4,016)
-----------------------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                                   328,916             836,943
-----------------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash Equivalents                                        112,692             (71,258)

Cash And Cash Equivalents - Beginning Of Period                                              54,383              92,602
-----------------------------------------------------------------------------------------------------------------------
Cash And Cash Equivalents - End of Period                                                 $ 167,075           $  21,344
=======================================================================================================================

</TABLE>


                                                                      Page 4

<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 September 30, 2003 and December 31, 2002 and for
the three and nine months ended  September  30, 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  statements  of  operations  for the  three and nine  months  ended
September  30, 2003 are 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 4 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"), a new
division of the Company,  to provide  complete  computer  asset  management  and
recovery  services  to entities  wishing to  replenish,  dispose of,  upgrade or
recycle their existing technological assets.


         Estimates


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



                                       5
<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.


         AMG fees are  recognized  once the services have been performed and the
results  reported  to the  client.  In those  circumstances  where  the  Company
disposes of the client's  product,  or purchases the product from the client for
resale, revenue is recognized as a "product sale" described above.


         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


                                       6
<PAGE>

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

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.


         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  and nine  months  ended  September  30,  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
notes payable and capital  lease  obligations,  including  the current  portion,
approximate  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.  For all options  granted,
the  exercise  price  is equal to fair  market  value at the date of grant  and,
accordingly, no compensation cost has been recognized under these plans.



                                       7
<PAGE>

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

         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>

                                              Three Months Ended September 30,          Nine Months Ended September 30,
                                          ------------------------------------------ ---------------------------------------
                                                    2003               2002                  2003                 2002
                                          --------------------- -------------------- -------------------- ------------------

<S>                                             <C>                  <C>                   <C>              <C>
Net loss, as reported                           $ (173,510)          $ (349,716)          $(324,996)          $(344,880)
Add: Stock-based employee compensation
expense included in reported net 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                                               --                   --                  (575)             (3,404)
                                          ------------------------------------------ ---------------------------------------
Pro forma net loss                              $ (173,510)          $ (349,716)          $(325,571)          $(348,284
                                          ==================================================================================
Earnings per share:
Basic and diluted - as reported                 $   (0.011)          $   (0.029)          $  (0.021)          $  (0.030)
                                          ==================================================================================
Basic and diluted - Pro forma                   $   (0.011)          $   (0.029)          $  (0.021)          $  (0.030)
                                          ==================================================================================

</TABLE>



         The weighted average per share fair value of the options granted was
$0.003 and $0.005 for the three and nine months ended September 30, 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.


                                       8
<PAGE>

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


         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.

         In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
Instruments with  Characteristics  of Both Liabilities and Equity.  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were  previously  classified  as equity.  SFAS No.150 is effective for financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003. It is to be implemented by reporting the cumulative  effect of a change in
accounting principle for financial  instruments created before the issuance date
of the  statement and still  existing at the beginning of the interim  period of
adoption.  Restatement is not permitted.  The Company  adopted the provisions of
SFAS No.  150  effective  July 1,  2003,  which had no  impact on the  Company's
financial position or results of operations.

<TABLE>
<CAPTION>

3.       INVENTORIES


         Inventories at September 30, 2003 and December 31, 2002 consist of:

                                                                  2003                 2002
                                                           ----------------    -----------------
<S>                                                              <C>             <C>
   Finished goods                                                $181,860        $    263,660
   Inventory in transit                                                --             183,480
   Allowance for excess and obsolescence                          (20,000)            (20,000)
                                                           ----------------    -----------------
                                                                 $161,860        $    427,140
                                                           ================    =================

</TABLE>



4.        CHANGE IN CONTROL/MERGER

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


         Following the merger,  the surviving  Company had 11,999,168  shares of
its Common Stock


                                       9
<PAGE>

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


outstanding,  9,000,000,  or  approximately  75%,  of which  are  owned in equal
amounts by Marc Sherman, Edward L. Cummings, Carl C. Saracino, Michael P. Sheerr
and David A. Loppert.

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

         The  business  purpose of the merger was to allow the  Company to merge
into and become part of an entity  that would  allow it to satisfy  requirements
for quotation on a recognized stock exchange.  The surviving Company, which is a
Delaware  corporation,  is now actively  engaged in purchasing and selling large
volumes of off-lease/off finance excess, used,  refurbished and "as-is" computer
equipment and related products and 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.


5.        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.




                                       10
<PAGE>


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


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 Item 1 of this  report  as well as
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

         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.  On May 27, 2003, Andrew Paciocco resigned as
a member of our board of directors  for personal  reasons.  On November 1, 2003,
Seth A. Grossman was appointed to fill the vacancy.

         On June 24, 2003 we offered  2,000,000  shares of our common  stock for
sale in a Confidential  Private  Placement to certain  investors.  The offering,
which closed on July 18, 2003,  was not fully  subscribed  and 1,354,586  shares
were sold at $.35 per share.  Officers and directors  (including their children)
purchased 207,200 shares, or 15.3% of the total shares sold.

         On August 28,  2003 we offered 20 Units at a price of $10,000 per Unit.
Each Unit  consists of (i) 10,000  shares of our common  stock,  and warrants to
purchase  10,000 shares of our common stock,  exercisable  for a period of three
years at a price of $1.00 per share (the  "Warrants").  The  offering  closed on
September 2, 2003.


WHAT WE DO

         We are a technology  services  company.  We purchase and sell  computer
equipment and related products and provide  complete  equipment asset management
services including data security services and environmental compliance.

         We  purchase  excess,   used  and  off-lease  "as-is"  and,  sometimes,
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, "as-is" and,  occasionally,  refurbished,
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
marginally seasonal,  with the July - September period usually being slower than
other periods.

         On October 27, 2003 we filed U.S. Patent Application titled "System and
Method of  Erasing a Hard  Drive via a Computer  Network".  Hard  drive  erasing
software is installed into a software  program which  simulates the booting of a
floppy disk, the integrated  software is subsequently  installed into a software
installation program and is delivered to the client's computer over the Internet
or via a network.  At the client  computer,  the hard drive erasing  software is
executed on the client's  computer hard drive by



                                       11
<PAGE>


executing the boot simulation software. This system and method provides an easy,
fast and  effective  way for erasing hard disks,  which meets US  Department  of
Defense  sanitizing  standards.  The erasing  software  is a DOS-based  software
program  which can  remove  sensitive  information  from a  computer  before the
machine goes to a new or unprotected  environment or to clear a hard disk of all
programs  and data  before  installing  a new  system.  The  software,  which is
licensed under a long-term license agreement,  incorporates overwriting patterns
which use up to 99 passes over hard disk sectors to ensure  complete  erasing of
all  sensitive  data.  All erasing  procedures  and results can be verified  and
displayed  to the  client.  Other than this  software,  we do not sell any other
products under license nor do we have any franchise or concession agreements.

         In the fourth quarter of 2002 we established an Asset  Management Group
("AMG"),  a new  division of the Company,  to provide  complete  computer  asset
management and recovery  services to leasing  companies and major  corporations.
For a fee, we will  receive,  inspect and test 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  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 the 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 first quarter of 2004. We
incurred  direct AMG expenses in the nine months ended  September 30, 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 to 30 employees by December 31, 2003.


OUR BUSINESS MODEL


         Demand for used or "as-is" brand name computer  equipment is growing as
consumers realize they can purchase  excess/used/"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.


                                       12
<PAGE>



         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.

         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 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.
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
(in accordance with Microsoft's Life Cycle Support Policy),  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
("Gartner"),   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  projected that PC shipments will grow
6.6 percent in 2003 and 11.4 percent in 2004. Gartner reaffirmed these forecasts
in June 2003.

         In September  2003 Gartner  reported  that "recent U.S.  economic  data
shows signs that the long-awaited recovery is beginning". Stronger than expected
second  quarter  results  caused  Gartner  to  again  increase  its 2003 PC unit
shipment forecast from 7.2 percent to 8.9 percent;  however economic  indicators
suggest only moderate business buying growth in 2003.

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

         IDC has  designed a Life Cycle Value model that  organizes  the cost to
own,  maintain and replace  technology into three stages:  procurement,  use and
disposition.  Redemtech,  Inc., a national equipment remarketer,  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.


                                       13
<PAGE>



      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, 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

         In recent years, the number of companies leasing rather than purchasing
computer equipment has increased significantly, primarily due to shorter product
life  cycles  and  issues  involving  end of life  costs or  residual  recovery.
Corporate  leases  generally have a three-year term after which the equipment is
replaced and a new lease cycle  begins.  Off-lease  equipment is generally  from
brand-name  manufacturers  and still has a relatively  high resale value whether
refurbished or not.

         The refurbished  computer market also includes computer  equipment that
has been  reconditioned by the  manufacturer  after being returned by customers.
Refurbished  computer equipment  typically requires a nominal amount of service,
such as minor  repairs,  cleaning and  repackaging.  In addition to  refurbished
computer  equipment,  large  quantities of excess  inventory  computer  products
become available on a regular basis as a result of the frequent introductions of
new models  with  incremental  increases  in features  or  capacity.  This is an
inherent  characteristic  of  the  personal  computer  industry.   These  excess
inventory  products are only  marginally  different  from the newest  models and
adequately serve the needs of most users.

         The disposal of refurbished  and excess  inventory  computer  equipment
represents a substantial  burden on most owners.  Such computers and accessories
are  currently  sold  through  many  different  outlets,   including   wholesale
distributors,  catalogs,  company stores or outlets,  resellers and  specialized
retailers,  as well as mass  merchants  that are not  committed to the resale of
these goods and generally sell them as a supplemental  product line.  Because of
the highly fragmented and relatively  undeveloped nature of the market for those
products,  prices  received by leasing  companies  and vendors tend to be highly
variable and subject to negotiation based on quantity,  age and condition of the
product.  Our experience  has indicated that leasing  companies and vendors look
favorably upon distribution  channels that enable them to dispose of significant
quantities  of  product  quickly  without   affecting  their  traditional  sales
channels.

         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


                                       14
<PAGE>


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 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     Manual processing  methods are  prohibitively  costly for relatively
            low value used systems.

         The asset  management  system we have  implemented has been designed to
process  an  unsorted  stream  of  technology  according  to a  service  profile
developed for each client.  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
            unique profile.

      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.


                                       15
<PAGE>


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.  In each
case, we generally  finance the purchase by utilizing  existing cash  resources,
including  cash  generated from  operations  or, in some  instances,  from funds
borrowed from our principal stockholders.

         In the past,  we  purchased  a majority  of our  products  from a small
number of  suppliers.  During the year ended  December  31,  2001,  we purchased
approximately 59% of our products from IBM Credit  Corporation.  During the year
ended December 31, 2002, we purchased approximately 64% of our products from two
vendors - 45% from IBM Credit  Corporation  and 19% from  Redemtech,  Inc. As we
have  established  our  relationships  with other  vendors,  we have reduced our
reliance on purchases from IBM and Redemtech.  In the Nine Month ended September
30, 2003,  purchases from IBM and Redemtech were  approximately  15.4% and 2.2%,
respectively, of total product purchases.

         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.

         Our access to sources of equipment is based primarily on  relationships
that our  management  team has  established  over  approximately  the last eight
years,  both through their individual  associations with the Company and through
their  other   professional   experiences.   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.  The average  time between our 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  "DOA  Warranty"  in  connection  with some of our
product  sales.  DOA means "Dead On Arrival" and is a commonly  used term in the
computer  industry.  If provided to our customer,  this warranty applies to used
computers,  disk drives,  CD drives or DVD drives that do not power-up when they
are received  or, in some cases,  for a period of up to 60 days from receipt and
provides  that the  covered  equipment  can be  returned  for a full  refund  or
replacement  product, if


                                       16
<PAGE>


available.  The decision  whether to provide a refund or replacement  product is
generally  at  our  option,  but,  in  limited  circumstances,  it may be at the
customer's  option.  We analyze  our  estimated  warranty  costs and  provide an
allowance  as  necessary  based on  experience.  At  September  30,  2003 and at
December 31, 2002 warranty reserves were not considered necessary.


HOW WE MARKET OUR PRODUCTS AND SERVICES


         Prior to joining WindsorTech in 2001, Messrs. Sherman, Cummings,
Saracino and Sheerr were, at various times between 1994 and 2001, all employed
by Intellesale, Inc., or one of its subsidiaries or its predecessor company.
Intellesale was a company that purchased and sold large volumes of
off-lease/off-finance excess, used, refurbished and "as-is" computer equipment
and related products. It is no longer in business.

         Prior to and during the period of time during  which  Messrs.  Sherman,
Cummings, Saracino and Sheerr worked at Intellesale,  they were involved in sale
and remarketing of  off-lease/off-finance  excess, used, refurbished and "as-is"
computer  equipment and related products,  and the processing and remarketing of
scrap metal and semi-precious materials. As a result of these experiences,  they
established over a period of many years, a network of domestic and international
buyers  and  brokers  from whom  they  bought  and to whom  they sold  products.
Utilizing those contacts,  they have enabled  WindsorTech to establish a network
of domestic and international buyers and brokers to whom we regularly e-mail our
current inventory lists and call to offer our products and who regularly buy our
products.  We also sell over the  internet  by  posting  "Want To Sell" or "WTS"
offers through web portals or subscription services such as Powersource, the TBN
Network  and  Exporters.com.  Generally,  within 1-3 hours of posting  these WTS
offers, we receive e-mail offers from interested parties to purchase product.

         Our domestic customers  generally are manufacturer  authorized warranty
service  providers to whom we sell all types of replacement parts including hard
disk drives, CD Drives, DVD Drives,  power supplies,  mother boards and computer
cases. Our international  customers  generally  purchase lower-end whole systems
and monitors  for resale in third world  countries,  such as in Africa,  and the
brokers with whom we deal purchase  everything from high to low-end monitors and
systems and all sorts of parts.

         We market our AMG services via one-on-one  contact with the appropriate
individuals within a potential client corporation. We develop leads on potential
client  corporations  through our  memberships in  professional  equipment asset
management associations, by attending industry conventions and by presenting the
benefits of our AMG services at conventions.

         We presently  have two  employees  who conduct our  marketing  efforts.
While we do not  focus  on any  particular  industry,  we  concentrate  on large
corporations  which tend to refresh,  or  replace,  their  installed  desktop or
notebook computers on a regular cycle.

         As  part  of  our  AMG  services,  we  market  our  ability  to  ensure
"End-of-Life Data Security".  Privacy laws strictly govern consumer  information
that may be  present  on  computer  hard  drives and other  media  removed  from
service. We advise clients and potential clients on the most appropriate methods
to consider when  destroying  corporate  data when they remove  systems or media
from service. We are paying particular attention to banks,  insurance companies,
brokerages,  and other financial  services  companies that are impacted by these
privacy laws.

         We receive  referrals from existing  clients,  and we monitor financial
and  technical  news  sources for  workforce  reductions,  plant  closings,  and
technology  upgrade  announcements  that  may  provide



                                       17
<PAGE>

opportunities  for us to present our AMG services.


         In April 2003, we created and filled a senior marketing position and we
are in the process of expanding our sales and marketing  team. We plan to hire 2
to 3 additional marketing personnel by December 31, 2003.


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.


DEPENDENCE ON MAJOR CUSTOMERS


         We do not have any exclusive long-term  arrangements with our customers
for the continued sales of our product.

         We sell and deliver computer systems,  peripheral  devices and parts to
more  than 100  customers  throughout  the  United  States  and on 4  continents
worldwide.  In the nine months ended  September  30, 2003 and 2002,  our top ten
customers  accounted for  approximately  51.1% and 59.0% of our total  revenues,
respectively.  In each of the periods  referred to,  Keystone  Memory  Group,  a
"related party" for accounting purposes, was one of our top ten customers.

         A  significant  portion of our  revenues  is also  derived  from export
sales.  In each of the nine month  periods  ended  September  30, 2003 and 2002,
primarily  all of our sales of computer  systems,  peripheral  devices 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.  For the nine month
periods ended  September  30, 2003 and 2002,  export sales  comprised  35.1% and
27.8% of revenue, respectively.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>


                                                          Three Months Ended               Nine Months Ended
                                                             September 30,                   September 30,
                                                    -------------------------------- ------------------------------
<S>                                                         <C>              <C>            <C>             <C>
                                                            2003             2002           2003            2002
                                                              %                %              %               %
Revenue                                                    100.0            100.0          100.0           100.0
Cost Of Sales                                               72.6             97.3           76.0            85.3
--------------------------------------------------- --------------- ---------------- -------------- ---------------


                                       18
<PAGE>

Gross Profit                                                27.4              2.7           24.0            14.7
Selling, General And Administrative Expenses                36.4             29.0           28.2            20.2
Depreciation And Amortization                                1.3              0.6            1.0             0.2
Interest Expense, net                                        1.2              1.5            1.3             0.7
--------------------------------------------------- --------------- ---------------- -------------- ---------------
Loss Before Provision (Benefit) For Income Taxes           (11.5)          (28.4)          (651)           (6.4)
Provision (Benefit) For Income Taxes                         0.1            (0.5)            0.0             0.0
--------------------------------------------------- --------------- ---------------- -------------- ---------------
Net Loss                                                   (11.6)          (27.9)          (6.5)           (6.4)
=================================================== =============== ================ ============== ===============

</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 September 30, 2003 Compared to Quarter Ended September 30, 2002

         Revenue  for the  quarter  ended  September  30,  2003  was  $1,496,252
compared to revenue of $1,252,542  for the quarter  ended  September 30, 2002, a
$243,710 increase, or 19.5%

         Gross  profit for the quarter  ended  September  30, 2003 was  $409,776
compared to a gross profit of $33,939 for the quarter ended  September 30, 2002,
a $375,837 increase,  or 1,107.4%.  Gross margin was 27.4% for the quarter ended
September 30, 2003 compared to 2.7% for the quarter ended September 30, 2002.

         Gross margin for 2003  significantly  increased over the same period in
2002.  During the  quarter in 2002 we were faced with an excess of a  particular
line of product  which we sold at cost,  resulting in a very low gross margin in
that quarter.

         According to a Gartner  Research  article  published  on September  12,
2003,  "recent U.S. economic data shows signs that the long-awaited  recovery is
beginning".  Stronger  than  expected  second  quarter  results  caused  Gartner
Dataquest to increase its 2003 PC unit shipment forecast from 7.2 percent to 8.9
percent;  however  economic  indicators  suggest only moderate  business  buying
growth in 2003. This translated into more used product becoming available in the
current  quarter  and at  better  prices  than  we  had  previously  paid  which
translated into overall higher margins.

         We expect  that US  corporations  will most likely  start to  implement
conversions to new operating systems late in the first quarter of 2004 or in the
second  quarter of 2004,  including the  replacement  of PC computer  equipment,
resulting in a potential  greater  source of used  computer  equipment  becoming
available for resale.  These  expectations  are supported by the Gartner report,
which  projects that PC shipments will grow 8.9 percent in 2003 and 11.0 percent
in 2004.  Gartner  believes that large pools of installed  PC's,  purchased from
1998  to  2001,  are due  for  replacement  and it  forecasts  that  most of the
replacements will begin late in 2003 and extend into 2004. Gartner's most likely
economic  scenario  predicts an improved  economy late in the fourth  quarter of
2003and  into the  first  quarter  of 2004.  They  predict  that  "the IT market
noticeably  recovers one quarter after the economic  upturn".  Gartner  believes
that "sustained PC growth will depend on increased U.S. business  buying",  that
"economic  indicators  suggest only moderate business buying growth in 2003" and
that "a U.S. economic recovery remains and essential  ingredient for a strong PC
market".

Selling, general and administrative expenses for the quarter ended September 30,
2003 were $545,085


                                       19
<PAGE>

compared to selling,  general and  administrative  expenses of $363,673  for the
quarter  ended  September  30, 2002,  a $181,412  increase,  or 49.9%.  Selling,
general and administrative expense increased as the Company added infrastructure
and hired  additional  full time  employees from January 1, 2002 - September 30,
2002, two of whom are officers of the Company,  added employee benefit programs,
increased  insurance  coverage and  procured  directors  and officers  liability
insurance.  Additionally,  during the quarter the Company incurred non-recurring
consulting and advisory fees of $80,000.

         Depreciation  and amortization for the quarter ended September 30, 2003
was $19,659  compared to depreciation and amortization of $7,790 for the quarter
ended  September  30, 2002, a $11,869  increase,  or 152.4%,  all as a result of
fixed asset acquisitions and leasehold  improvements  throughout the second half
of 2002.

         Interest  expense for the quarter ended September 30, 2003, was $17,442
compared to interest  expense of $18,965 for the  quarter  ended  September  30,
2002, a $1,523 decrease,  or (8.0)%,  commensurate with a slight decrease in the
level of the Company's borrowings.

         The  Company  did not  recognize  a federal  income tax  benefit in the
current quarter and expensed its state tax obligations. The Company recognized a
deferred tax benefit during 2002 by decreasing its deferred tax asset  valuation
allowance  as it  anticipates  that such  benefit is more  likely than not to be
realized.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30,
2002

         Revenue for the nine months  ended  September  30, 2003 was  $5,035,208
compared to revenue of $5,397,002 for the nine months ended  September 30, 2002,
a $361,794 decrease, or (6.7)%

         Gross  profit  for  the  nine  months  ended  September  30,  2003  was
$1,207,807  compared  to a gross  profit of $792,529  for the nine months  ended
September 30, 2002, a $415,278  increase,  or 52.4%.  Gross margin was 24.0% for
the nine months ended  September  30, 2003 compared to 14.7% for the nine months
ended September 30, 2002.

         Gross margin for 2003  significantly  increased over the same period in
2002.  During  the  third  quarter  of 2002 we were  faced  with an  excess of a
particular line of product which we sold at cost,  resulting in a very low gross
margin in that quarter which had the consequential effect of reducing the margin
for the year to date in 2002.

Selling, general and administrative expenses for the nine months ended September
30,  2003 were  $1,417,562  compared  to  selling,  general  and  administrative
expenses of $1,089,541 for the nine months ended  September 30, 2002, a $328,021
increase, or 30.1%. Selling, general and administrative expense increased as the
Company added  infrastructure  and hired additional full time employees  between
January 1, 2002 - September  30, 2002,  two of whom are officers of the Company,
added  employee  benefit  programs,  increased  insurance  coverage and procured
directors and officers liability insurance. Additionally, during the quarter the
Company incurred non-recurring consulting and advisory fees of $80,000.

         Depreciation  and  amortization for the nine months ended September 30,
2003 was $49,094  compared to depreciation  and  amortization of $12,523 for the
nine months ended September 30, 2002, a $36,571  increase,  or 292.0%,  all as a
result of fixed asset  acquisitions  and leasehold  improvements  throughout the
second half of 2002.


                                       20
<PAGE>


         Interest  expense for the nine months ended  September  30,  2003,  was
$63,947  compared  to  interest  expense of $35,145  for the nine  months  ended
September 30, 2002, a $28,802 increase, or 82.0%, commensurate with the increase
in the Company's level of borrowing.

         In both 2003 and 2002 the  Company did not  recognize a federal  income
tax benefit in the current period and expensed its state tax obligations

Geographic Areas

         We operate  solely in the  United  States and have no assets in foreign
countries.  However,  we sell to  customers in foreign  countries.  For the nine
months ended September 30, 2003 and 2002, export sales comprised 35.1% and 27.8%
of revenue,  respectively.  All of our purchases and sales are denominated in US
dollars,  and we recorded no foreign currency transaction gains or losses during
any period.

Liquidity and Capital Resources

         Net  cash  used  in  operating  activities  in the  nine  months  ended
September  30, 2003 was  $126,011  compared to $842,042 of cash used in the nine
month period ended September 30, 2002. Cash used in operating  activities during
the period ended  September  30, 2003 was primarily as a result of the net loss,
an increase in accounts receivable,  deposits and other assets and a decrease in
accounts  payable,  offset by depreciation,  a decrease in inventory and prepaid
expenses and an increase in accrued  expenses.  Cash used in  operations  in the
period ended  September  30, 2002 was  primarily  from net loss,  an increase in
inventory and prepaid  expense and other assets,  offset by  depreciation  and a
decrease in accounts  receivable,  deposits  and other assets and an increase in
accounts payable and accrued expenses.

         Net  cash  used  in  investing  activities  in the  nine  months  ended
September  30,  2003 and 2002 was  $90,213  and  $66,159,  respectively.  In all
instances this cash was used to purchase property,  equipment, computer software
and fund leasehold improvements.

         Net cash  provided by  financing  activities  for the nine months ended
September 30, 2003 was $328,916 and was provided for by the sale of common stock
and warrants and reduced by payments on notes payable and  principal  reductions
on capital lease obligations.  Net cash provided by financing activities for the
nine months ended September 30, 2002 was $836,943, primarily loans from officers
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 although we have not identified any specific acquisition candidates.

         Since the last quarter of 2001, there has been a general downward trend
of IT spending in the US and the rest of the world.  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 (in  accordance  with
Microsoft's Life Cycle Support Policy),  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 US  corporations  will most likely  start to  implement
conversions to new operating systems late in the first quarter of 2004 or in the
second  quarter of 2004,  including the  replacement  of PC computer  equipment,
resulting in a potential  greater  source of used  computer  equipment  becoming
available for resale.  These  expectations  are supported by the Gartner report,
which  projects that PC


                                       21
<PAGE>

shipments  will  grow 8.9  percent  in 2003 and 11.0  percent  in 2004.  Gartner
believes that large pools of installed  PC's,  purchased  from 1998 to 2001, are
due for  replacement and it forecasts that most of the  replacements  will begin
late in 2003 and extend  into 2004.  Gartner's  most  likely  economic  scenario
predicts  an improved  economy  late in the fourth  quarter of 2003and  into the
first quarter of 2004. They predict that "the IT market noticeably  recovers one
quarter after the economic  upturn".  Gartner believes that "sustained PC growth
will depend on  increased  U.S.  business  buying",  that  "economic  indicators
suggest only moderate  business buying growth in 2003" and that "a U.S. economic
recovery remains and essential ingredient for a strong PC market".

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

         We did not have any significant  elements of income or loss not arising
from continuing operations in either of the periods ended September 30, 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.

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.



                                       22
<PAGE>


         In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
Instruments with  Characteristics  of Both Liabilities and Equity.  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were  previously  classified  as equity.  SFAS No.150 is effective for financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003. It is to be implemented by reporting the cumulative  effect of a change in
accounting principle for financial  instruments created before the issuance date
of the  statement and still  existing at the beginning of the interim  period of
adoption.  Restatement is not  permitted.  We adopted the provisions of SFAS No.
150 effective  July 1, 2003,  which had no impact on our  financial  position or
results of operations.


FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK

         Certain   statements   in  this  report  on  Form   10-QSB   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 AMG and
future business  acquisitions;  the successful  consummation  and integration of
future acquisitions; the ability to hire and retain key personnel; the continued
development of our  technical,  manufacturing,  sales,  marketing and management
capabilities;  relationships  with  and  dependence  on  third-party  suppliers;
anticipated competition;  uncertainties relating to 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


                                       23
<PAGE>

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 two  profitable  quarters,  the quarter ended
September  30,  2002 and the quarter  ended June 30,  2003,  since we  commenced
operations.  Our  future  financial  results  are  uncertain.  There  can  be no
assurance  that we will  continue  to  achieve  profitability,  and we may incur
losses in the foreseeable future. Achieving and sustaining 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  eight
quarters of historic quarterly  operating  results,  only two of which have 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.

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

         We operate  solely in the  United  States and have no assets in foreign
countries. We sell and deliver computer systems, peripheral devices and parts to
more  than 100  customers  throughout  the  United  States  and on 4  continents
worldwide.  In the  periods  ended  September  30,  2003 and  2002,  our top ten
customers  accounted for  approximately  51.1% and 59.0% of our total  revenues,
respectively.  In each of the periods  referred to, one of those  customers  was
Keystone Memory Group, 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.


                                       24
<PAGE>



         In each of the periods ended September 30, 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.  For the  nine  month  periods  ended
September 30, 2003 and 2002,  export sales comprised 35.1% and 27.8% of revenue,
respectively.  All of our purchases and sales are  denominated in US dollars and
we recorded no foreign currency transaction gains or losses during any period.

         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.


         In the past,  we  purchased  a majority  of our  products  from a small
number of  suppliers.  During the year ended  December  31,  2002,  we purchased
approximately  64% of our  products  from two  vendors  - 45%  from  IBM  Credit
Corporation   and  19%  from  Redemtech,   Inc.  As  we  have   established  our
relationships with other vendors, we have reduced our reliance on purchases from
IBM and Redemtech.  In the quarter ended September 30, 2003,  purchases from IBM
and Redemtech were approximately 15.4% and 2.2%, respectively,  of total product
purchases.  There can be no assurance,  however,  that any of these vendors will
continue to do business with us. The loss of these  vendors would  significantly
impact our ability to offer products for sale.

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


                                       25
<PAGE>

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 although we have not identified any specific acquisition candidates.

         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>


We Rely On Our Principal Stockholders/Executive Officers for Funding


         On April 24, 2002,  the Company  entered into a secured loan  agreement
with its principal stockholders. The agreement was amended on September 30, 2002
and 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).  The loans bear
interest  at the rate of 12% per  annum  with  interest  only  payments  payable
monthly in arrears.  All  principal  and accrued  interest is due and payable on
January 31,  2005.  If funds are not  available  when the loans  become due, our
ability to carry out our business plan could be adversely  affected,  and we may
be required to scale back our growth and operations,  or liquidate the assets of
the business to satisfy the loans.


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



                                       27
<PAGE>


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 is no expectation  that 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 listed  on the Over The  Counter  Bulletin  Board
("OTCBB")  under the symbol  "WSRT".  Trading  commenced on October 24, 2003 and
there has been  limited  market  activity.  Prior to October  24, 2003 there was
there is no public market for our Common Stock.





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 the following members of our management
team, our overall  operations could be adversely  affected.  We consider our key
individuals to be:
<TABLE>
<CAPTION>


Name                                                 Position
---------------------------------------- ----------------------------------------------------------
<S>                                       <C>
David Harris  ......................     Vice President, Information Technology and Systems
David A. Loppert....................     Vice President, Business Development, Secretary, Director
Marc Sherman .......................     Chairman, President and Chief Executive Officer, Director

</TABLE>


Control By Principal Stockholders

         As a result of the completion of the Merger, Edward L. Cummings,  David
A. Loppert, Carl C. Saracino,  Michael P. Sheerr and Marc Sherman,  beneficially
own  approximately  75% of  our  outstanding  Common  Stock.  Messrs.  Cummings,
Loppert,  Saracino,  Sheerr and Sherman,  who are all executive  officers of the
Company,  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,


                                       28
<PAGE>

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 Company's  Chairman and Chief  Executive  Officer and its Vice President and
Chief Financial  Officer have carried out an evaluation of the  effectiveness of
the Company's  "disclosure  controls and procedures" as of the end of the period
covered by this  quarterly  report on Form 10-QSB (as defined in the  Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)).  Based on that  evaluation,
these officers have  concluded  that as of such date,  the Company's  disclosure
controls and procedures were effective.


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.


                                       29
<PAGE>



                            PART II OTHER INFORMATION


ITEM 1.             LEGAL PROCEEDINGS

          None.


ITEM 2.             CHANGES IN SECURITIES AND USE OF PROCEEDS


On June 24, 2003, we offered  2,000,000 shares of our common stock for sale in a
Confidential Private Placement to certain investors.  The offering, which closed
on July 18, 2003,  was not fully  subscribed  and 1,354,586  shares were sold at
$.35 per share.  Officers and directors  (including  their  children)  purchased
207,200 shares, or 15.3% of the total shares sold.

On August 28,  2003,  we offered 20 Units at a price of $10,000  per Unit.  Each
Unit consists of (i) 10,000 shares of our common stock, and warrants to purchase
10,000 shares of our common stock,  exercisable for a period of three years at a
price of $1.00 per share (the  "Warrants").  The offering closed on September 3,
2003.

The following table lists all unregistered  securities sold/issued by us between
July 1, 2003 and  September  30,  2003.  These shares were issued to the persons
listed below in connection with the sale of shares  referred to above,  and were
issued without  registration in reliance upon the exemption  provided by Section
4(2) of the  Securities  Act of 1933,  as  amended or Rule 506 of  Regulation  D
promulgated thereunder.

<TABLE>
<CAPTION>


                                               Aggregate           Number                                Number of
                                 Date of      Amount of            of                                       Common
Name/Entity/Nature                  Sale     Consideration  Note   Persons          Issued For              Shares
---------------------------------------------------------------------------------------------------------------------
                                                                               Private Placement of
<S>                                    <C>      <C>           <C>     <C>                                     <C>
Stanley Adelman                    Aug-03       $  1,750      1       1               Shares                  5,000
                                                                               Private Placement of
Harvey Albert                      Aug-03          5,250      1       1               Shares                 15,000
                                                                               Private Placement of
Mike Belisle & Linda A. Gary       Aug-03         25,000      1       2               Shares                 71,429
                                                                               Private Placement of
Bismark Intervest, Inc.            Aug-03        105,000      1       1               Shares                300,000
                                                                               Private Placement of
Bismark Intervest, Inc.           Sept -03       100,000      2       1               Units                 100,000
                                                                               Private Placement of
Edward L. Cummings                 Aug-03         21,420      1       1               Shares                 61,200
                                                                               Private Placement of
John R. Doss                       Aug-03        105,000      1       1               Shares                300,000
                                                                               Private Placement of
Steven Gadon & Barbara Gadon       Aug-03         29,750      1       2               Shares                 85,000
                                                                               Private Placement of
Andrew L. Granat                   Aug-03          5,250      1       1               Shares                 15,000
                                                                               Private Placement of
Alan J. Haber                      Aug-03          1,050      1       1               Shares                  3,000
                                                                               Private Placement of
Barry S. Hanburger                 Aug-03            875      1       1               Shares                  2,500
Bernard & Carol Harris, JT TEN                                                 Private Placement of
WROS                               Aug-03            700      1       2               Shares                  2,000
John D. Wright, custodian for                                                  Private Placement of
Jonathan Martin Harris, Minor      Aug-03            350      1       1               Shares                  1,000
Rodney D. and Linda L.                                                         Private Placement of
Johnson, JT TEN WROS               Aug-03            700      1       2               Shares                  2,000
                                                                               Private Placement of
Craig G. Langweiler                Aug-03          3,500      1       1               Shares                 10,000
Monte Lang & Lillian M Lang,                                                   Private Placement of
JT TEN WROS                        Aug-03         10,500      1       2               Shares                 30,000
Max & Delayne Loppert, JT TEN                                                  Private Placement of
WROS                               Aug-03         24,500      1       2               Shares                 70,000



                                       30
<PAGE>

                                               Aggregate           Number                                Number of
                                 Date of      Amount of            of                                       Common
Name/Entity/Nature                  Sale     Consideration  Note   Persons          Issued For              Shares
---------------------------------------------------------------------------------------------------------------------
Anne E. B. Loppert, Minor,                                                     Private Placement of
David A. Loppert, Custodian        Aug-03         15,225      1       1               Shares                 43,500
Jeffrey E. B. Loppert, Minor,                                                  Private Placement of
David A. Loppert, Custodian        Aug-03         15,225      1       1               Shares                 43,500
                                                                               Private Placement of
Martin Miller                      Aug-03          1,000      1       1               Shares                  2,857
Edith Newman Revocable Trust
dtd 10/18/99, Paul L. Newman,                                                  Private Placement of
Trustee                           Sept-03         20,000      2       1               Units                  20,000
                                                                               Private Placement of
Paul Lee Newman Roth IRA          Sept-03         50,000      2       1               Units                  50,000
                                                                               Private Placement of
Paul Lee Newman                   Sept-03         30,000      2       1               Units                  30,000
Robert & Penni Parker, JT TEN                                                  Private Placement of
WROS                               Aug-03          5,005      1       1               Shares                 14,300
RBC Dain Rauscher Custodian,                                                   Private Placement of
FBO Harvey Albert IRA              Aug-03          7,000      1       1               Shares                 20,000
                                                                               Private Placement of
Lois G. Rosenberg                  Aug-03            175      1       1               Shares                    500
                                                                               Private Placement of
Paul Rosen & Wendy Rosen           Aug-03         29,750      1       2               Shares                 85,000
                                                                               Private Placement of
Carl Saracino                      Aug-03          5,250      1       1               Shares                 15,000
Philip & Lilyan Sherman, JT                                                    Private Placement of
TEN WROS                           Aug-03          7,000      1       2               Shares                 20,000
                                                                               Private Placement of
Michael P. Sheerr                  Aug-03         15,400      1       1               Shares                 44,000
Alexandra J. Sherman, Minor,                                                   Private Placement of
Marc Sherman Custodian             Aug-03          9,951      1       1               Shares                 28,433
Maximilian B. Sherman, Minor,                                                  Private Placement of
Marc Sherman Custodian             Aug-03          9,951      1       1               Shares                 28,433
Zachary T. Sherman, Minor,                                                     Private Placement of
Marc Sherman Custodian             Aug-03          9,953      1       1               Shares                 28,434
                                                                               Private Placement of
Jonathan E. Stoll                  Aug-03            875      1       1               Shares                  2,500
                                                                               Private Placement of
Gail M. Thompson                   Aug-03            350      1       1               Shares                  1,000
                                                                               Private Placement of
Jack B. Tull Sr.                   Aug-03          1,050      1       1               Shares                  3,000
John D. & Dorothy J. Wright,                                                   Private Placement of
JT TEN WROS                        Aug-03            350      1       2               Shares                  1,000
                                                                                                       -------------
                                 Total Shares Issued                                                      1,554,586
                                                                                                       =============

</TABLE>

1.    Represents an aggregate of 1,354,586 restricted shares of our common stock
      sold to 33  investors  for a total of $474,105,  or $.35 per share,  which
      transaction  was  exempt  from  registration   pursuant  to  Rule  506  of
      Regulation D promulgated  under the  Securities  Act. The  investors  were
      either  accredited  investors or  sophisticated  investors,  and the total
      offering  was to  less  than 35  non-accredited  investors.  There  was no
      general  solicitation or advertising for the sale of these shares, and the
      investors had access to or were provided with relevant financial and other
      information relating to us. The certificates  representing the shares were
      legended to indicate that they were restricted.

2.    Represents  an  aggregate  of 20 units sold to 4 investors  for a total of
      $200,000,  or $10,000 per unit.  Each unit consist of (i) 10,000 shares of
      our common  stock,  and warrants to purchase  10,000  shares of our common
      stock,  exercisable  for a period  of three  years at a price of $1.00 per
      share in a transaction which was exempt from registration pursuant to Rule
      506 of Regulation D promulgated  under the  Securities  Act. The investors
      were all  accredited  investors.  There  was no  general  solicitation  or
      advertising for the sale of these shares,  and the investors had access to
      or were provided with relevant financial and other information relating to
      us. The  certificates  representing  the shares were  legended to indicate
      that they were restricted


                                       31
<PAGE>




ITEM 3.             DEFAULTS UPON SENIOR SECURITIES

          Not applicable.


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

         None.


ITEM 5.             OTHER INFORMATION

         On November 1, 2003 the Board of  Directors  and a Majority in Interest
of  Shareholders  acting by written consent voted to appoint Seth A. Grossman to
the  board  of  directors.  Mr.  Grossman,  who  holds  a  Masters  of  Business
Administration  from the Harvard  Graduate  School of  Business  Administration,
serves as  Executive  Vice  President  and Chief  Strategic  Officer  for Paxson
Communications.  Mr. Grossman will sit on the  Compensation and Audit Committees
of the Board of Directors.

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

                    On October  31,  2003 we filed a current  report on Form 8-K
                    reporting that, on October 23, 2003, we received  permission
                    from the National Association of Securities Dealers ("NASD")
                    to commence the trading of our shares of common stock,  $.01
                    par value, on the Over the Counter  Bulletin Board ("OTCBB")
                    under the trading symbol WSRT.OB.


                                       32
<PAGE>



                                    SIGNATURE

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

                                              WINDSORTECH, INC.
                                              (Registrant)

Dated:    November 12, 2003                   By:       /S/ MARC SHERMAN
          -----------------                         ----------------------------
                                                          Marc Sherman
                                                       Chief Executive Officer



Dated:    November 12, 2003                   By:      /S/ EDWARD L. CUMMINGS
          -----------------                         ----------------------------
                                                       Edward L. Cummings
                                                        Vice President, Chief
                                                        Financial Officer





                                       33
<PAGE>


LIST OF EXHIBITS

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

2.1       Agreement and Plan of Merger by and between  WindsorTech,  Inc., Delta
          States Oil,  Inc. and Alfred D. Morgan,  Ph. D dated  January 29, 2002
          (incorporated  herein by reference to Exhibit 99.1 to the Registrant's
          Current  Report on Form 8-K filed with the  Commission on February 13,
          2002 (Commission file number 00000-07539)).

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       34
<PAGE>


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

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

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

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

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

*     Management contract or compensatory plan.

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

***   Attached hereto.

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



                                       35