As filed with the Securities and Exchange
                          Commission on August 14, 2003
--------------------------------------------------------------------------------


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

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

                                   FORM 10-QSB

         (Mark One)

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


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

             Class of Common Equity                          Number of Shares
             ----------------------                          ----------------
             Common Stock, par value $.01                       16,268,754





         Transitional Small Business Disclosure Format:


         Yes [ ]    No [X]


<PAGE>
<TABLE>
<CAPTION>







                                                  WINDSORTECH, INC.

                                                 TABLE OF CONTENTS

   Item                                             Description                                               Page
<S>                                                                                                             <C>

 PART I - FINANCIAL INFORMATION

    1. Financial Statements (all unaudited)
            Balance Sheets -
                June 30, 2003 and December 31, 2002                                                               3
            Statements of Operations -
                Three and Six Months Ended June 30, 2003 and 2002                                                 4
            Statement of Stockholders' Equity (Deficit) -
               Six months ended June 30, 2003                                                                     5
            Statements of Cash Flows -
               Six months ended June 30, 2003 and 2002                                                            6
            Notes to Financial Statements                                                                         7
    2.      Management's Discussion and Analysis of Financial Condition

               and Results of Operations                                                                         13
    3.      Controls and Procedures                                                                              32


 PART II - OTHER INFORMATION


    1.      Legal Proceedings                                                                                    33
    2.      Changes In Securities and Use of Proceeds                                                            33
    3.      Defaults Upon Senior Securities                                                                      33
    4.      Submission of Matters to a Vote of Security Holders                                                  33
    5.      Other Information                                                                                    33
    6.      Exhibits and Reports on Form 8-K                                                                     33

 SIGNATURES                                                                                                      34

 EXHIBITS                                                                                                        35

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Part I   Financial Information
Item 1.  Financial Statements

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

                                                                                         June 30,        December 31,
                                                                                             2003                2002
                                                                                  ------------------- -------------------
<S>                                                                                 <C>               <C>
                                                         Assets
Current Assets
   Cash and cash equivalents - Unrestricted                                         $      64,615     $        54,383
   Restricted cash                                                                        210,000                   -
   Accounts receivable, net of reserve of $27,500 in 2003 and $10,000 in 2002             271,816              21,736
   Accounts receivable - related party                                                        281               3,261
   Inventories                                                                            144,149             427,140
   Prepaid income taxes                                                                    14,800              72,000
     Prepaid expenses                                                                      66,776              22,049
   Deferred income taxes                                                                   44,948              44,948
-------------------------------------------------------------------------------------------------------------------------

         Total Current Assets                                                             817,385             645,517
Property and Equipment, Net                                                               230,087             246,816
Deposits                                                                                   39,587              39,587
Deferred Income Taxes                                                                      82,072              82,072

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

                                                                                     $  1,169,131       $   1,013,992
=========================================================================================================================

                                     Liabilities And Stockholders' Equity (Deficit)
Current Liabilities

   Current maturities of capital lease obligations                                $         9,903     $         9,709
   Accounts payable                                                                       290,451             252,358
   Accrued expenses                                                                        87,410              94,451
   Accrued payroll                                                                        288,242              87,735
   Capital stock subscriptions received in advance                                        210,000                   -
   Notes payable - principal stockholders, current portion                                219,357             349,020
-------------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                      1,105,363             793,273
Notes Payable - Principal Stockholders                                                    500,000             500,000
Capital Lease Obligations                                                                   6,022              10,988
-------------------------------------------------------------------------------------------------------------------------
         Total Liabilities                                                              1,611,385           1,304,261
-------------------------------------------------------------------------------------------------------------------------

Stockholders' Equity (Deficit)
    Preferred shares: Authorized 5,000,000 shares in 2003
       and 2002, $0.01 par value, none issued                                                   -                   -
   Common shares: authorized 35,000,000 shares in 2003 and
      2002, $0.01 par value; 14,914,168 shares issued and
       outstanding in 2003 and 2002                                                       149,142             149,142
   Additional paid-in capital                                                             176,648             176,648
   Retained earnings (deficit)                                                           (768,044)           (616,059)
-------------------------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity (Deficit)                                            (442,254)           (290,269)
-------------------------------------------------------------------------------------------------------------------------

                                                                                    $   1,169,131       $   1,013,992
=========================================================================================================================


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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                Windsortech, Inc.
----------------------------------------------------------------------------------------------------------------------
                            STATEMENTS OF OPERATIONS
        For The Three and Six Month Periods Ended June 30, 2003 and 2002
                                   (Unaudited)

                                              Three Months Ended                    Six Months Ended
                                                   June 30,                              June 30
                                     ------------------------------------ ------------------------------------
                                          2003               2002              2003               2002
                                     ----------------- ------------------ ----------------- ------------------
<S>                                         <C>               <C>               <C>                <C>
Revenue                                   $  1,823,485     $  1,955,224      $  3,538,957      $  4,144,913

Cost Of Sales                                1,301,919        1,674,221         2,740,925         3,385,870
-----------------------------------------------------------------------------------------------------------

Gross Profit                                   521,566          281,003           798,032           759,043

Selling, General And Administrative
Expenses                                       459,065          328,314           871,529           726,067

Depreciation And Amortization                   18,612            2,420            29,435             4,733

Interest Expense, net                           21,458           13,053            46,853            16,632
-----------------------------------------------------------------------------------------------------------
Income (Loss) Before Provision
(Benefit) For Income Taxes                      22,431          (62,784)         (149,785)           11,611

Provision (Benefit) For Income Taxes               600          (23,180)            2,200             6,774
-----------------------------------------------------------------------------------------------------------

Net Income (Loss)                         $     21,831     $    (39,604)     $   (151,985)     $      4,837
===========================================================================================================
Net Income (Loss) Per Common Share -
Basic and Diluted                         $      0.001     $     (0.003)     $      (0.01)           0.0004
===========================================================================================================

Weighted Average Number Of Common
Shares Outstanding -Basic and Diluted       14,914,168       11,999,168        14,914,168        11,499,307
===========================================================================================================

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


</TABLE>

<PAGE>
<TABLE>
<CAPTION>





                                                      Windsortech, Inc.
-------------------------------------------------------------------------------------------------------------------------------
                                         STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                           For The Six Months Ended June 30, 2003
                                                         (Unaudited)










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

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

Net Loss                                         -                -                  -        (151,985)             (151,985)
-------------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2003                 14,914,168         $149,142           $176,648      $ (768,044)            $(442,254)
===============================================================================================================================

</TABLE>



--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                       Page 5

<PAGE>
<TABLE>
<CAPTION>


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

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

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

Cash Flows From Operating Activities

   Net Income (Loss)                                                               $   (151,985)      $      4,837
   Adjustments to reconcile net income (loss) to net cash provided by (used

      in) operating activities:
         Depreciation and amortization                                                   29,435              4,733
         Changes in assets and liabilities:
            (Increase) decrease in accounts receivable                                 (247,100)           (29,113)
            (Increase) decrease in inventories                                          282,991           (303,397)
            (Increase) decrease in prepaid expenses and other assets                     12,473            (93,195)
            (Increase) decrease in deposits and other assets                                  -                600
            Increase in accounts payable                                                 78,863             84,186
            Increase (decrease) in accrued expenses                                     207,077            (23,004)
-------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used In) Operating Activities                                     211,754           (354,353)
-------------------------------------------------------------------------------------------------------------------------------
Cash Used In Investing Activities

   Payments for property and equipment                                                  (67,087)           (11,460)
-------------------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities

   Net (payments on) proceeds from notes payable - officers                            (129,663)           392,000
   Payments on capital lease                                                             (4,772)            (2,424)
-------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used In) Financing Activities                                    (134,435)           389,576
-------------------------------------------------------------------------------------------------------------------------------

Net Increase In Cash And Cash Equivalents                                                10,232             23,763

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

Cash And Cash Equivalents - End of Period                                          $     64,615       $    116,365
===============================================================================================================================


--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                       Page 6


</TABLE>


<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 June 30, 2003 and December 31, 2002 and for the
three  and six  months  ended  June 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 six months ended June
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.




                                       7
<PAGE>

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

         Revenue Recognition


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


         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.



         Restricted Cash


         Restricted cash consists of cash held for advance  subscriptions of the
Company's  common stock.  The use of this cash is restricted  until the offering
closes, which occurred in July 2003.



         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


                                       8
<PAGE>

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

classified as a long-term asset.


         Income Taxes


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


         Earnings (Loss) Per Share


         Basic  earnings  (loss)  per  share  is  computed  on the  basis of the
weighted average number of common shares outstanding. Diluted earnings per share
is  computed  on the basis of the  weighted  average  number  of  common  shares
outstanding  plus the effect of all dilutive  potential  common shares that were
outstanding during the period.  Dilutive securities have not been calculated for
the three months ended June 30,  2003and 2002 because the  potentially  dilutive
securities of the Company (consisting of stock options granted to employees) did
not have a public market.


         Fair Value of Financial Instruments


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


         Stock-Based Compensation


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




                                       9
<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  June 30,                              Six Months  Ended June 30,
                                         -------------------------------------------------------------------------------------------

                                                     2003               2002                          2003             2002
                                         -------------------------------------------------------------------------------------------
<S>                                      <C>               <C>           <C>                             <C>
Net income (loss), as reported                $  21,831                $ (39,604)               $  (151,985)             $   4,837
Add: Stock-based employee
compensation expense included
in reported net income (loss),
net of related tax effects
Deduct: Total stock-based                          (288)                  (1,302)                      (288)                (1,302)
employee compensation
expense determined under
fair value based method for
all awards, net of related
tax effects
                                         -------------------------------------------------------------------------------------------
Pro forma net income (loss)                   $  21,543                $ (40,906)               $  (152,273)             $   3,535
                                         ===========================================================================================
Earnings per share:
Basic and diluted - as reported               $  0.0010                $  0.0033                $   (0.0114)             $  0.0004
                                         ===========================================================================================
Basic and diluted - Pro forma                 $  0.0014                $  0.0034                $   (0.0114)             $  0.0003
                                         ===========================================================================================
</TABLE>


         The  weighted  average per share fair value of the options  granted was
$0.003 and $0.005  for the three and six  months  ended June 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:


<TABLE>
<CAPTION>

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

<S>                                                     <C>                <C>
   Risk-free interest rates                             2.9%               4.5%
   Expected option lives                             5 years            5 years
   Expected volatilities                                  0%                 0%
   Expected dividend yields                               0%                 0%
</TABLE>

         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.




                                       10
<PAGE>


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



         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.


         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 will adopt the provisions of SFAS No.
150 effective July 1, 2003. We have not yet  determined  the impact,  if any, of
the adoption of SFAS No. 150 on our financial position.

3.       INVENTORIES
<TABLE>
<CAPTION>

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

                                                        2003                    2002
                                            -----------------        -----------------
<S>                                                                   <C>
Finished goods                                      $ 131,375                $ 263,660
Inventory in transit                                   32,774                  183,480
Allowance for excess and obsolescence                 (20,000)                 (20,000)
                                            -----------------        -----------------
                                                    $ 144,149                $ 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


                                       11
<PAGE>



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

common stock, allocated equally among Marc Sherman,  Edward L. Cummings, Carl C.
Saracino,  Michael P. Sheerr and David A. Loppert.  The exchange  ratio was 0.36
Delta shares for each WTI share.


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


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


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




                                       12
<PAGE>

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

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

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

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

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

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

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

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

         Alfred D. Morgan,  Saul Horing,  Robert Maerz and Larry Neuman, who had
served as officers  and  directors of Delta prior to the Merger  resigned  those
positions.  Marc  Sherman,  David A. Loppert,  Andrew  Paciocco and Constance K.
Weaver were appointed to fill the vacancies on the board of


                                       13
<PAGE>
<TABLE>
<CAPTION>

directors  created by such  resignations,  and the following  persons became the
Company's officers:

               Name                      Age                                   Position
---------------------------------------------------------------------------------------------------------
<S>                                      <C>
Edward L. Cummings..............         52       Vice President, Chief Financial Officer and Treasurer
David A. Loppert................         48       Vice President, Business Development and Secretary
Carl C. Saracino................         34       Vice President, Operations
Michael P. Sheerr...............         47       Vice President, Sales
Marc Sherman                             40       Chairman, Chief Executive Officer and President
Change in Authorized Share Capital
</TABLE>

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

Other Information

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


         On August 19,  2002,  Constance  K. Weaver  resigned as a member of our
board of directors for personal  reasons.  On January 13, 2003, R. Keith Elliott
was appointed to fill the vacancy.  On May 27, 2003, Andrew Paciocco resigned as
a member of our board of  directors  for personal  reasons.  His vacancy has not
been filled.


         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.


WHAT WE DO

         We are a technology services company.

         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


                                       14
<PAGE>

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.


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


         In the fourth quarter of 2002 we established an Asset  Management Group
("AMG"),  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 third quarter of 2003. We
incurred  direct AMG expenses in the first half of 2003 as we started hiring and
training employees.


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


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


         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.



                                       15
<PAGE>

          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 expected to reach 136.2 million,
up 1.6% from the prior year.  For 2003,  shipments  of new PC's are  expected to
grow at more than 8%. In 2003 and beyond, IDC continues to expect improvement in
the  business and  consumer  sectors,  while  government  spending  will slow to
reflect  reduced  budgets.  Risks from economic and  political  factors may also
constrain future growth,  although IDC projects  shipment growth of 8.3% in 2003
and 11% in 2004.  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,
predicted that "end-of-life issues rather than technology innovation will be the
major PC growth driver in 2003".  "Budget-constrained  organizations are holding
on to their PC's longer as cost reduction continues to be implemented." In March
2003,  Gartner  Dataquest  projected  that PC shipments will grow 6.6 percent in
2003 and 11.4 percent in 2004.  Gartner reaffirmed these forecasts in June 2003.
Gartner  believes  that large pools of installed  PC's,  purchased  from 1998 to
2001,  are due for  replacement,  most of which  they  forecast  to begin in the
second half of 2003 and extend into 2004.


         IDC has  designed a Life Cycle Value model 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.

          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.


                                       16
<PAGE>

         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 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


                                       17
<PAGE>

               lowercost  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.

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

                                       18
<PAGE>

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 six months
ended June 30, 2003,  purchases from IBM and Redemtech were approximately  14.9%
and 2.4%, 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 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 June 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


                                       19
<PAGE>

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 established 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  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 between July and December 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,



                                       20
<PAGE>

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 six month periods  ended June 30, 2003 and 2002,  our top ten
customers  accounted for  approximately  53.2% and 69.2% 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 six month periods ended June 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 six month periods
ended June 30, 2003 and 2002, export sales comprised 38.1% and 34.5% 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               Six Months Ended
                                                               June 30,                        June 30,
                                                    ---------------------------------------------------------------
                                                            2003             2002               2003        2002
                                                              %                %              %               %
<S>                                                        <C>              <C>            <C>             <C>
Revenue                                                    100.0            100.0          100.0           100.0
Cost Of Sales                                               71.4             85.6           77.5            81.7
-------------------------------------------------------------------------------------------------------------------
Gross Profit                                                28.6             14.4           22.5            18.3
Selling, General And Administrative Expenses                25.2             16.8           24.6            17.5
Depreciation And Amortization                                1.0              0.1            0.8             0.1
Interest Expense, net                                        1.2              0.7            1.3             0.4
-------------------------------------------------------------------------------------------------------------------
Income  (Loss) Before Provision (Benefit) For                1.2            (3.2)          (4.2)             0.3
   Income Taxes
Provision (Benefit) For Income Taxes                         0.0            (1.2)            0.1             0.2
-------------------------------------------------------------------------------------------------------------------
Net Income (Loss)                                            1.2            (2.0)          (4.3)             0.1
====================================================================================================================

</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


                                       21
<PAGE>

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 June 30, 2003 Compared to Quarter Ended June 30, 2002


         Revenue for the quarter ended June 30, 2003 was $1,823,485  compared to
revenue of $1,955,224 for the quarter ended June 30, 2002, a $131,739  decrease,
or 6.7%


         Gross profit for the quarter ended June 30, 2003 was $521,566  compared
to a gross  profit of $281,003  for the quarter  ended June 30, 2002, a $240,563
increase,  or 85.6%.  Gross margin was 28.6% for the quarter ended June 30, 2003
compared to 14.4% for the quarter ended June 30, 2002.


         Gross  margin  for 2003  increased  over the same  period  in 2002 even
though revenue in 2003 was slightly  below that of 2002.  According to a Gartner
"FirstTake"  published on July 18, 2003,  Worldwide  PC unit  shipments  grew 10
percent in 2Q03, the first double-digit  year-over-year increase since 3Q00, and
U.S. PC  shipments  increased  11.1  percent in 2Q03  compared  with 2Q02.  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 in the second half of 2003,  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 recent  Gartner  reports,  including  Gartner's  Global PC Forecast
projections  that PC shipments will grow 6.6 percent in 2003 and 11.4 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 in the second half of 2003 and extend into 2004.


         Selling, general and administrative expenses for the quarter ended June
30, 2003 were $459,065 compared to selling,  general and administrative expenses
of $328,314 for the quarter ended June 30, 2002, a $130,751 increase,  or 39.8%.
Selling,  general and  administrative  expense  increased  as the Company  added
infrastructure  and hired additional full time in employees from January 1, 2002
- June 30, 2002, two of whom are officers of the Company, added employee benefit
programs,  increased  insurance  coverage  and procured  directors  and officers
liability insurance.



         Depreciation  and  amortization for the quarter ended June 30, 2003 was
$18,612  compared to  depreciation  and  amortization  of $2,420 for the quarter
ended June 30, 2002,  a $16,192  increase,  or 669.1%,  all as a result of fixed
asset  acquisitions  and leasehold  improvements  throughout  the second half of
2002.


         Interest  expense  for the  quarter  ended June 30,  2003,  was $21,458
compared to interest  expense of $13,053 for the quarter  ended June 30, 2002, a
$8,405  increase,  or 64.4%,  commensurate  with the  increase in the  Company's
borrowings.


         The  Company  did not  recognize  a federal  income tax  benefit in the
current quarter and expensed its state tax obligations. 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.


Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002


                                       22
<PAGE>

         Revenue for the six months ended June 30, 2003 was $3,538,957  compared
to revenue of  $4,144,913  for the six months  ended June 30,  2002,  a $605,956
decrease, or 14.6%


         Gross  profit  for the six  months  ended  June 30,  2003 was  $798,032
compared to a gross profit of $759,043 for the six months ended June 30, 2002, a
$38,989 increase,  or 5.1%. Gross margin was 22.5% for the six months ended June
30, 2003 compared to 18.3% for the six months ended June 30, 2002.



         Gross  margin  for 2003  increased  over the same  period  in 2002 even
though  revenue  in 2003 was 14.6%  below that of 2002.  According  to a Gartner
"FirstTake"  published on July 18, 2003,  Worldwide  PC unit  shipments  grew 10
percent in 2Q03, the first double-digit  year-over-year increase since 3Q00, and
U.S. PC  shipments  increased  11.1  percent in 2Q03  compared  with 2Q02.  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 in the second half of 2003,  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 recent  Gartner  reports,  including  Gartner's  Global PC Forecast
projections  that PC shipments will grow 6.6 percent in 2003 and 11.4 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 in the second half of 2003 and extend into 2004.


         Selling,  general and administrative  expenses for the six months ended
June 30, 2003 were  $871,529  compared to  selling,  general and  administrative
expenses  of  $726,067  for the six  months  ended  June 30,  2002,  a  $145,462
increase, or 20.0%. selling, general and administrative expense increased as the
Company added  infrastructure  and hired  additional full time in employees from
January 1, 2002 - June 30, 2002, two of whom are officers of the Company,  added
employee benefit programs,  increased  insurance coverage and procured directors
and officers liability insurance.


         Depreciation  and  amortization  for the six months ended June 30, 2003
was $29,435  compared to  depreciation  and  amortization  of $4,733 for the six
months ended June 30, 2002, a $24,702  increase,  or 521.9%,  all as a result of
fixed asset acquisitions and leasehold  improvements  throughout the second half
of 2002.


         Interest  expense for the six months ended June 30,  2003,  was $46,853
compared to interest  expense of $16,632 for the six months ended June 30, 2002,
a $30,221 increase,  or 181.7%,  commensurate with the increase in the Company's
borrowings.


         The  Company  did not  recognize  a federal  income tax  benefit in the
current quarter and expensed its state tax  obligations.  In the 2002 period the
Company had an effective tax rate on pre-tax income of 58.3%.


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 six month
periods ended June 30, 2003 and 2002,  export sales comprised 38.1% and 34.5% 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.



                                       23
<PAGE>

Liquidity and Capital Resources


         Net cash provided by operating  activities in the six months ended June
30, 2003 was $211,754 compared to $354,353 of cash used in the period ended June
30, 2002. Cash provided by operating activities during the period ended June 30,
2003 was primarily as a result of a decrease in inventory  and prepaid  expenses
and an increase in accounts payable and accrued expenses,  offset by an increase
in accounts  receivable and the net loss for the period. Cash used in operations
in the period ended June 30, 2002 was primarily from net income, and increase in
accounts receivable,  inventories,  prepaid and accrued expenses,  reduced by an
increase in accounts payable and a decrease in other assets.

         Net cash used in investing  activities in the six months ended June 30,
2003 and 2002 was $67,087 and $11,460,  respectively. In all instances this cash
was used to purchase property,  equipment,  computer software and fund leasehold
improvements.


         Net cash used in financing activities for the six months ended June 30,
2003 was $134,435 and was for payments on notes payable and principal reductions
on capital lease obligations.  Net cash provided by financing activities for the
six months  ended June 30,  2002 was  $389,576,  primarily  loans from  officers
offset by principal payments on capital leases.

         In June 2003 we  received  $210,000 in advance  subscriptions  from the
sale of Common Stock under a Confidential Private Placement Memorandum. The cash
was segregated  and  restricted  and not used until the offering  closed in July
2003.

         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 in the second half of 2003,  including the
replacement of PC computer equipment, resulting in an anticipated greater source
of used computer equipment becoming available for resale. These expectations are
supported by recent  Gartner  reports,  including  Gartner's  Global PC Forecast
projections  that PC shipments will grow 6.6 percent in 2003 and 11.4 percent in
2004.  Gartner believes that large pools of installed PC's,  purchased from 1998
to 2001,  are due for  replacement,  most of which they forecast to begin in the
second  half  of  2003  and  extend  into  2004.  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 June 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
                                       24
<PAGE>



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.


         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 will adopt the provisions of SFAS No.
150 effective July 1, 2003. We have not yet  determined  the impact,  if any, of
the adoption of SFAS No. 150 on our financial position.



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.


                                       25
<PAGE>


         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 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
June  30,  2002  and the  quarter  ended  June  30,  2003,  since  we  commenced
operations.  At June 30, 2003, we had an  accumulated  Stockholders'  Deficit of
$442,254. 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  seven
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


                                       26
<PAGE>

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 June 30, 2003 and 2002,  our top ten customers
accounted for approximately 53.2% and 69.2% 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.



         In each of the periods  ended June 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 six month periods ended June 30, 2003
and 2002, export sales comprised 38.1% and 34.5% 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



                                       27
<PAGE>

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 June 30, 2003,  purchases from IBM and
Redemtech  were  approximately  14.9% and 2.4%,  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
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.


                                       28
<PAGE>

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.


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


                                       29
<PAGE>

strikes and inclement  weather,  which could result in failures by such carriers
to deliver products to our customers in a timely manner,  which could damage our
reputation and name.


The Industry In Which We Compete In Is Highly Competitive


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

          o    major  manufacturers of computer equipment such as, Dell Computer
               Corporation,  Hewlett  Packard  and  IBM,  each  of  which  offer
               "as-is", refurbished and new equipment through their websites and
               direct e-mail broadcast campaigns;

          o    privately  and  publicly  owned  businesses  such  as  TechsMart,
               Redemtech, Solectron and Spacefitters that offer asset management
               and end-of-life product refurbishment and remarketing services;

          o    traditional store-based computer retailers, such as Best Buy Co.,
               Inc., Circuit City Stores, Inc., CompUSA and Gateway Country; and

          o    online competitors and auction sites, such as e-Bay


Many  traditional  store-based  and online  competitors  have  longer  operating
histories,  larger  customer or user bases,  greater brand name  recognition and
significantly greater financial,  marketing and other resources than we do. Many
of these  competitors  already  have an  established  brand  name and can devote
substantially  more resources to increasing  brand name  recognition and product
acquisition than we can. In addition, larger, well-established and well-financed
entities may join with online competitors or computer manufacturers or suppliers
as the use of the Internet and other online services increases.  Our competitors
may be able to secure  products from vendors on more  favorable  terms,  fulfill
customer  orders more  efficiently or adopt more  aggressive  price or inventory
availability policies than we can. Traditional store-based retailers also enable
customers  to see and test  products  in a manner  that is not  possible  in the
wholesale  business.  Our product offerings must compete with other new computer
equipment and related products offered by our competitors. That competition will
intensify if prices for new computers continue to decrease.


No Dividends On Common Stock; Issuance Of Preferred Stock


         We do not have a history of paying  dividends on our Common Stock,  and
there 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 Position Common Stock


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


Dependence On Key Individuals


                                       30
<PAGE>

         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,  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


         It is the Chief Executive  Officer's and the Chief Financial  Officer's
responsibility  to ensure that we maintain  disclosure  controls and  procedures
designed  to  provide  reasonable  assurance  that  material


                                       31
<PAGE>

information,  both financial and non-financial,  and other information  required
under the  securities  laws to be disclosed is identified  and  communicated  to
senior  management on a timely basis.  Our  disclosure  controls and  procedures
include  mandatory  communication  of  material  events,   automated  accounting
processing  and  reporting,   management   review  of  monthly  results  and  an
established system of internal controls.


         During the  second  quarter of 2003,  management,  including  the Chief
Executive  Officer and Chief  Financial  Officer,  conducted  an  evaluation  of
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded the disclosure controls and procedures currently in place are adequate
to ensure material  information and other information  requiring  disclosure are
identified and communicated in a timely fashion.  There have been no significant
changes in internal  controls,  or in factors  that could  significantly  affect
internal controls,  subsequent to the date the Chief Executive Officer and Chief
Financial Officer completed their evaluation.






                                       32
<PAGE>




                            PART II OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

         None.


ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.


         We did not issue any securities during the quarter ended June 30, 2003.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         None.


ITEM 5.           OTHER INFORMATION


         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.



ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K


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

Reports on Form 8-K

           None.




                                       33
<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:   August 13, 2003                          By:   /S/ MARC SHERMAN

                                                     ---------------------------
                                                          Marc Sherman
                                                     Chief Executive Officer



                                       34
<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)).


                                       35
<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***   CEO Certification

31.2***   CFO Certification

32.1***   Certifications Pursuant to 18 U.S.C. Section 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.



                                       36
<PAGE>