As filed with the Securities and Exchange Commission on August 19, 2002
--------------------------------------------------------------------------------

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

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

                                   FORM 10-QSB

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2002

                                       OR

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

                           Commission File No.:0-7539

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

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

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

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         The number of shares outstanding of each class of our common equity as
of August 19, 2002, is as follows:

             Class of Common Equity                         Number of Shares
             ----------------------                         ----------------
             Common Stock, par value $.01                      11,999,168


<PAGE>




<TABLE>
<CAPTION>
                                            WINDSORTECH, INC.

                                            TABLE OF CONTENTS

   Item                                    Description                                             Page

                                     PART I - FINANCIAL INFORMATION
<S>                                                                                              <C>
    1.      Financial Statements (all unaudited)
            Balance Sheets -
            June 30, 2002 and December 31, 2001                                                      3
            Statement of Operations -
            Three and Six Months Ended June 30, 2002; Three Months ended March 31, 2002;
            Three Months Ended December 31, 2001                                                     4
            Statement of Stockholders' Equity
            Six Months ended June 30, 2002                                                           5
            Statement of Cash Flows -
            Six Months Ended June 30, 2002 and Three Months Ended December 31, 2001                  6
            Notes to Financial Statements                                                            7
    2.      Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                                               10

                                       PART II - OTHER INFORMATION

    1.      Legal Proceedings                                                                       28
    2.      Changes In Securities                                                                   28
    3.      Defaults Upon Senior Securities                                                         28
    4.      Submission of Matters to a Vote of Security Holders                                     28
    5.      Other Information                                                                       28
    6.      Exhibits and Reports on Form 8-K                                                        29

 SIGNATURES                                                                                         29
 EXHIBITS                                                                                           30


</TABLE>










                                                   2
<PAGE>


Part I, Item 1
Financial Statements
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                    Windsortech, Inc.
-----------------------------------------------------------------------------------------------------------------------

                                                     BALANCE SHEETS
                                                       (Unaudited)
                                                         Assets
                                                                                         June 30,        December 31,
                                                                                             2002               2001 (1)
                                                                                  -------------------------------------

<S>                                                                                <C>                    <C>
Current Assets
   Cash and cash equivalents                                                       $      116,365         $    92,602
   Accounts receivable, net of reserve of $22,000 in 2002                                  92,356              51,483
   Accounts receivable - related party                                                     60,690              72,450
   Inventories                                                                            581,305             277,908
   Prepaid expenses                                                                       109,158              15,963
-----------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                             959,874             510,406

Property And Equipment, Net                                                                41,874              35,146

Deposits                                                                                   39,587              39,287

Other Assets                                                                                   --                 900
-----------------------------------------------------------------------------------------------------------------------

                                                                                    $   1,041,335           $ 585,739
=======================================================================================================================

                                          Liabilities And Stockholders' Equity

Current Liabilities
   Current maturities of capital lease obligation                                 $         5,147         $     4,945
   Accounts payable                                                                       151,750              67,564
   Accrued expenses                                                                       113,396             136,400
   Notes payable - officers                                                               548,000             156,000
-----------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                        818,293             364,909

Capital Lease Obligation                                                                    5,573               8,198
-----------------------------------------------------------------------------------------------------------------------

         Total Liabilities                                                                823,866             373,107
-----------------------------------------------------------------------------------------------------------------------

Commitments And Contingencies                                                                  --                  --

Stockholders' Equity
    Preferred shares: Authorized 5,000,000 shares in 2002
       and 2001, $0.01 par value, none issued                                                  --                  --
   Common shares: authorized 35,000,000 shares in 2002 and
      2001, $0.01 par value; 11,999,168 shares issued and
       outstanding in 2002 and 9,000,000 shares
       issued and outstanding in 2001                                                     119,992              90,000
   Additional paid-in capital                                                             130,008             160,000
   Retained earnings (deficit)                                                            (32,531)            (37,368)
-----------------------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity                                                       217,469             212,632
-----------------------------------------------------------------------------------------------------------------------

                                                                                     $  1,041,335           $ 585,739
=======================================================================================================================
<FN>

(1) Represents the "Accounting Acquirers" Balance Sheet.

</FN>



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, 2002
                          And For The Three Month Periods Ended March 31, 2002 and December 31, 2001
                                                         (Unaudited)







                                               Three Months        Six Months       Three Months          Three Months
                                                      Ended             Ended              Ended                 Ended
                                              June 30, 2002     June 30, 2002     March 31, 2000    December 31, 2001(1)
                                          ----------------------------------------------------------------------------------
<S>                                         <C>                <C>               <C>                        <C>
Revenue                                     $    1,955,224     $    4,144,913    $    2,189,689             $ 1,524,848

Cost Of Sales                                    1,674,221          3,385,870         1,711,649               1,266,808
----------------------------------------------------------------------------------------------------------------------------

Gross Profit                                       281,003            759,043           478,040                 258,040

Selling, General And Administrative
   Expenses                                        328,314            726,067           397,753                 291,577

Depreciation And Amortization                        2,420              4,733             2,313                     934

Interest Expense                                    13,053             16,632             3,580                   2,897
----------------------------------------------------------------------------------------------------------------------------

Income  (Loss) Before Provision
   (Benefit) For Income Taxes                      (62,784)            11,611            74,394                (37,368)

Provision (Benefit) For Income Taxes               (23,180)             6,774            29,953                      --
----------------------------------------------------------------------------------------------------------------------------

Net Income (Loss)                           $      (39,604)    $        4,837    $       44,441             $   (37,368)

============================================================================================================================

Net Income  (Loss) Per Common Share -
   Basic and Diluted                        $       (0.003)    $        0.000    $        0.004             $    (0.004)
============================================================================================================================

Weighted Average Number Of Common
   Shares Outstanding -Basic and Diluted        11,999,168         11,499,307        10,999,445               9,000,000
============================================================================================================================

<FN>
(1) Represents the "Accounting Acquirers" Statement of Operations.
</FN>




See the accompanying notes to financial statements.                                                       Page 4

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                      Windsortech, Inc.
----------------------------------------------------------------------------------------------------------------------------
                                              STATEMENT OF STOCKHOLDERS' EQUITY
                                            For The Six Months Ended June 30, 2002
                                                         (Unaudited)






                                                Common Stock                Additional        Retained                Total
                                       -------------------------------        Paid-in         Earnings         Stockholders'
                                              Number         Amount           Capital         (Deficit)               Equity
                                       -------------------------------------------------------------------------------------
<S>                                        <C>           <C>             <C>                 <C>                  <C>
Balance - December 31, 2001(1)              9,000,000     $   90,000      $   160,000         $  (37,368)          $ 212,632

Merger Consideration - Delta
States Oil, Inc. (2)                        2,999,168         29,992          (29,992)                --                  --

Net Income                                         --             --               --              4,837               4,837
----------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2002                    11,999,168     $  119,992      $   130,008         $  (32,531)          $ 217,469
============================================================================================================================


<FN>
(1)  Retroactively restated to equal the equivalent number of shares received by the WindsorTech, Inc. (Accounting Acquirer)
     selling shareholders in connection with the Merger.

(2)  Delta States Oil, Inc. shares outstanding or issued in connection with the Merger.
</FN>












See the accompanying notes to financial statements.                                                       Page 5


</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                  Windsortech, Inc.
 --------------------------------------------------------------------------------------------------------------------

                                               STATEMENTS OF CASH FLOWS
                For The Six Months Ended June 30, 2002 And For the Three Months Ended December 31, 2001
                                                     (Unaudited)



                                                                                          Six Months   Three Months
                                                                                               Ended          Ended
                                                                                            June 30,       December
                                                                                                2002     31, 2001(1)
                                                                                       -----------------------------
<S>                                                                                    <C>              <C>
Cash Flows From Operating Activities
   Net Income (Loss)                                                                   $       4,837    $   (37,368)
   Adjustments to reconcile net income to net cash used in operating
      activities:
         Depreciation and amortization                                                         4,733            934
         Changes in assets and liabilities:
            Increase in accounts receivable                                                  (29,113)      (123,933)
            Increase in inventories                                                         (303,397)      (277,908)
            Increase in prepaid expenses and other assets                                    (93,195)       (15,963)
            (Increase) Decrease in deposits and other assets                                     600        (40,187)
            Increase in accounts payable                                                      84,186         67,564
            Increase (Decrease) in accrued expenses                                          (23,004)       136,400
--------------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                                       (354,353)      (290,461)
--------------------------------------------------------------------------------------------------------------------

Cash Used In Investing Activities
   Payments for property and equipment                                                       (11,460)       (22,937)
--------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
   Proceeds from the issuance of common stock                                                     --        250,000
   Net proceeds from notes payable - officers                                                392,000        156,000
   Payments on capital lease                                                                  (2,424)            --
--------------------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                                    389,576        406,000
--------------------------------------------------------------------------------------------------------------------

Net Decrease In Cash And Cash Equivalents                                                     23,763         92,602

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

Cash And Cash Equivalents - End Of Period                                              $     116,365    $    92,602
====================================================================================================================

Supplemental Disclosure Of Cash Flow Information
   Interest paid                                                                       $      11,228    $     2,897
   Income taxes paid                                                                          72,000             --

<FN>
 (1) Represents the "Accounting Acquirers" Statement of Cash Flow.
</FN>


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.
(the "Company") as of June 30, 2002 and December 31, 2001 and for the three and
six months ended June 30, 2002 and the three months ended March 31, 2002 and
December 31, 2001 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 Article 10 of
Regulation S-X 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 statements have been made.


         The statements of operations for the three and six months ended June
30, 2002, and for the three months ended March 31, 2002, are not necessarily
indicative of the results that may be expected for the entire year. These
statements should be read in conjunction with the financial statements and
related notes thereto included in our Transitional Report on Form 10-KSB for the
quarter ended December 31, 2001.

2. Summary of Significant Accounting Policies

         Business Organization


         WindsorTech, Inc. was incorporated in August 2001 as a New Jersey
corporation ("WTI" or the "Accounting Acquirer") 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, WTI 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 5".

         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 tears them down 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.

         The Company is in the process of establishing an asset management group
to provide complete computer asset management and recovery services to entities
wishing to 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>


         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,
provided that a purchase order or verbal commitment has been received or a
contract has been executed, there 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 such uncertainties are 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. At June 30, 2002 and at December 31, 2001 warranty reserves
were not considered necessary.


         Cash And Cash Equivalents


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


         Inventories


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


         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 and leasehold improvements are depreciated or
amortized using the straight-line method over a 5-year period and computer
software is depreciated over 3-year period..


         Deposits


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


         Income Taxes


         WTI elected S Corporation status under provisions of the Internal
Revenue Code. Through January 30, 2002, the effective date of the Merger with
Delta, WTI is not liable for federal income taxes, but rather the stockholders
include their distributive share of the taxable income of WTI on their personal
income tax returns. Certain states do not recognize S Corporation status. As of


                                       8
<PAGE>



January 31, 2002, as a result of the Merger, the Company reverted to C
Corporation status under provisions of 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 period from inception to December 31, 2001, or for the three and six months
ended June 30, 2002, or for the three month period ended March 31, 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.

2. Inventory

         Inventory at June 30, 2002 and December 31, 2001 consists of:

<TABLE>
<CAPTION>
                                                                     December 31,
                                               June 30, 2002                 2001
                                             -----------------     ----------------
<S>                                                 <C>                  <C>
   Finished goods                                   $384,767             $277,908
   Inventory in transit                              216,538                   --
   Allowance for excess and obsolescence             (20,000)                  --
                                             -----------------     ----------------
                                                    $581,305             $277,908
                                             =================     ================
</TABLE>


                                       9
<PAGE>

3. Property And Equipment


         Property and equipment at June 30, 2002 and December 31, 2001 consists
of:

                                                                 December 31,
                                           June 30, 2002                 2001
                                         -----------------    -----------------
 Furniture and fixtures                           $16,437              $16,437
 Equipment                                         22,488               18,143
 Leasehold improvements                             4,200                   --
 Computer software                                  4,416                   --
                                         -----------------    -----------------
                                                   47,541               34,580
 Less:  Accumulated depreciation                   (5,667)                (934)
                                         -----------------    -----------------
                                                   41,874               33,646
 Construction in progress                              --                1,500
                                         -----------------    -----------------
                                                  $41,874              $35,146
                                         =================    =================

         At June 30, 2002 and at December 31, 2001, equipment includes an asset
acquired under a capital lease obligation in the amount of $18,143. Amortization
expense of this capital lease asset is included in depreciation expense.


         Depreciation charged against income amounted to $4,733 and $934 for
the six months ended June 30, 2002 and the three months ended December 31, 2001.


4. Related Party Transactions


         The Company had sales to a customer related to two stockholders and
officers of the Company. Sales to this customer amounted to approximately
$974,000 for the period ended June 30, 2002, and amounted to approximately
$520,000 for the period ended December 31, 2001. Accounts receivable from this
customer amounted to $60,690 at June 30, 2002 and $72,450 at December 31, 2001.

5. Change in Control/Merger


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


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


         As a result of the Merger, the Company is now actively engaged in
purchasing and selling large volumes of off-lease/off finance excess, used,
refurbished and as-is computer equipment and related products and is
establishing a technology asset management group to provide services to


                                       10
<PAGE>


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 is essentially a capital transaction and not
a business combination.

6. Financing


         On April 24, 2002, the Company entered into a secured loan agreement
with its principal stockholders. 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 April 23, 2003. The loan agreement provides, among other standard and
customary terms, that when the Company arranges permanent long or short- term
financing, that the principal stockholder loans will be subordinate to such
permanent financing. 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.







                                       11
<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 our
Transition Report on Form 10-KSB for the three month period ended December 31,
2001. Certain statements made in this report may contain forward-looking
statements. For a description of risks and uncertainties relating to such
forward-looking statements, see the Risk Factors sections later in this Item.

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

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

         As a result of the Merger, the surviving Company, which is a Delaware
corporation, is now actively engaged in purchasing and selling large volumes of
off-lease/off finance excess, used, refurbished and as-is computer equipment and
related products and 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.

         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 national stock exchange.

         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 is essentially a capital transaction and not
a business combination. 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 national stock exchange.

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



                                       12
<PAGE>


<TABLE>
<CAPTION>
               Name                      Age                           Position
-----------------------------------------------------------------------------------------------------------
<S>                                      <C>
Marc Sherman ...................         39       Chief Executive Officer, President, Director
Edward L. Cummings..............         52       Vice President, Chief Financial Officer, Treasurer
Carl Saracino ..................         32       Vice President, Operations
Michael P. Sheerr...............         45       Vice President, Sales and Procurement
David A. Loppert................         48       Vice President, Business Development, Secretary, Director
</TABLE>


         Marc Sherman served as a director and Chief Executive Officer of
Intellesale, Inc. (and its predecessor, Universal Commodities Corp.), from
December 1994 to July 2001, a company that purchased and sold large volumes of
off-lease/off finance excess, used, refurbished and as-is computer equipment and
related products and which provided technology asset management to companies
wishing to maximize the value of their computer equipment coming to the end of
its useful or book lives. Prior to 1994, Mr. Sherman served in key positions in
various family businesses. Mr. Sherman has over fifteen years of experience in
marketing, operations and executive management. Mr. Sherman is the
brother-in-law of Mr. Sheerr and Ms. Weaver.


         Edward L. Cummings served as Executive Vice President, Chief Financial
Officer and Secretary of Intellesale, Inc. from July 1999 to February 2001. He
joined its predecessor company Universal Commodities Corp. in October 1995 as
controller and was elected to the board of directors in January 1997. From
September 1994 to October 1995 he owned TCC, Inc., an operator of several retail
gift shops. From December 1981 to September 1994 he was Chief Financial Officer
and Treasurer of Albert E. Price, Inc., a giftware import and export company.


         Carl Saracino served as Vice President, Operations of Intellesale, Inc.
from July 1999 to June 2001. He joined its predecessor company Universal
Commodities Corp. in October 1995 as operations manager. Prior to that he served
as assistant to Mr. Sherman in several of Mr. Sherman's businesses.


         Michael Sheerr served as Vice President of Cybertech, Inc., a company
engaged in remarketing computer memory, from January 2001 to September 2001.
From September 1997 to January 2001 he was Vice President of Garden State
Metals, a metal trading company. From October 1992 to September 1997 he owned
Consolidated Metal Trading, a metal trading company. From 1984 to October 1992
he was Vice President and owner of Pennmetal, Inc., a metal trading company. Mr.
Sheerr is the brother-in-law of Mr. Sherman.


         David A. Loppert served as Chief Executive Officer of SysComm
International Corporation, a network and systems integrator, from December 2000
to July 2001. From February 1997 to November 2000, he was Vice President, Chief
Financial Officer and Assistant Secretary of Applied Digital Solutions, Inc., an
advanced technology development company. From 1996 to 1997, he was Chief
Financial Officer of Bingo Brain, Inc., a manufacturer of a hand-held bingo
computer, and from 1994 to 1996, he was Chief Financial Officer of both C.T.A.
America, Inc., and Ricochet International, L.L.C, both involved in the
importation and distribution of footwear. Mr. Loppert started his financial
career with Price Waterhouse, an international accounting firm, in 1978 in
Johannesburg, South Africa, before moving to its Los Angeles Office in 1980
where he rose to the position of Senior Manager. He holds Bachelor degrees in
Accounting and Commerce, as well as a Higher Diploma in Accounting, all from the
University of the Witwatersrand, Johannesburg, and was designated a Chartered
Accountant (South Africa) in 1980.


         Other Senior Executives who have joined the Company since its merger
with Delta are:

                                       13
<PAGE>


         Robert D. Jackson, age 35, joined the Company in April 2002 as Vice
President, Investor Relations. From December 1999 to August 2001, Mr. Jackson
served as Vice President, Investor Relations for Applied Digital Solutions, an
advanced technology development company. Prior to that Mr. Jackson served on the
management team at Janus mutual funds in Denver, Colorado. From February 1997 to
January 1999, Mr. Jackson was President and CEO of R.D. Jackson & Associates,
Inc., an investment banking and investor relations consulting firm which he
founded.

         David Harris, 35, age 35, joined the Company in May 2002 as Vice
President, Information and Technology. Mr. Harris is responsible for the
development, implementation and maintenance and of the Company's information
technology systems and processes. Prior to joining the Company, Mr. Harris was,
from October 2001 to May 2002 a private consultant and, from April 1998 to
October 2001, Network and Systems Administrator for Intellesale, Inc. Prior
thereto, from 1984 to 1998 he has held various positions as Network and Systems
Administrator and Programmer for various companies.


         Set forth below are the names and the present principal occupations or
employment of our outside directors:


         Andrew Paciocco, age 42, serves as Managing Executive of the Palm Beach
office of the Northern Trust Bank of Florida N.A.. Mr. Paciocco joined Northern
Trust Bank in February of 1999 as a Private Banking Relationship Manager.
Subsequently, he assumed the responsibilities of Trust New Business Officer
before being appointed to his present position as Managing Executive. Prior to
joining Northern Trust Bank, he was Executive Vice President and Senior Retail
Executive of Barnett Bank of Palm Beach County. Following the January 1998
acquisition of Barnett Bank by NationsBank (now Bank of America) Mr. Paciocco
served as Senior Vice President and Retail Market Manager for North Palm Beach
and Martin Counties. He began his banking career in 1987 with Barnett Bank and
held various positions including Senior Vice President and Market Executive in
Retail Banking and Vice President and Office Manager of the Tequesta and Jupiter
branches. He received his B.S. in Finance from Villanova University in
Pennsylvania in 1981. Mr. Paciocco serves on both the audit and compensation
committees of the board of directors.


         Constance K. Weaver, age 49, has served, as Vice President, Investor
Relations and Financial Communications for AT&T Corporation since 1996. From
1995 through 1996 she was Senior Director, Investor Relations and Financial
Communications for Microsoft Corporation. From 1993 to 1995 she was Vice
President, Investor Relations, and from 1991 to 1993 she was Director of
Investor Relations, for MCI Communications, Inc.. She earned a Bachelor of
Science degree from the University of Maryland in 1975. Ms. Weaver serves on
both the audit and compensation committees of the board of directors. Ms. Weaver
is the sister-in-law of Mr. Sherman. Ms. Weaver serves on the Board of Directors
of Applied Digital Solutions, Inc.


         Effective as of August 19, 2002 Ms. Weaver resigned from our board of
directors for personal reasons.

WHAT WE DO

         We 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 tears them down 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.


                                       14
<PAGE>


         We sell a wide range of used, refurbished and as-is products, including
notebook and desktop computers, monitors, processors, disk drives, CD's, DVD's,
modems, printers and memory. The majority of the computers we offer are brand
name Intel Pentium(R) class or equivalent products manufactured by IBM, Dell,
Compaq, Apple, Sony, Fujitsu, Hewlett-Packard, Gateway, Toshiba and other major
manufacturers. We consider these items collectively as our "principal product".
We operate in one segment and consider the sales of these products as our single
source of revenue as one item. We do not consider our business to be seasonal.


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


         We are in the process of creating an Asset Management Group ("AMG") to
provide complete computer asset management and recovery services to leasing
companies and major corporations. For a fee, we will receive, inspect 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 asset. One of the many benefits from providing this service
is that we receive the opportunity to become aware of opportunities to acquire
inventory for resale or otherwise have the right of first refusal on our
client's computer asset base.


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


         We expect that the creation of the AMG will result in capital
expenditures of approximately $50,000 to $200,000 for the purchase of computer
software and hardware, and production and line equipment to implement the AMG
backbone, and that we will increase our employee headcount from 15 employees to
approximately 25 to 30 employees. See "Results of Operations - Liquidity and
Capital Resources" and "Risk Factors" below.

OUR BUSINESS MODEL

         Demand for refurbished, used or as-is brand name computer equipment is
growing as consumers realize they can purchase excess/used/refurbished products
that can serve their needs at substantial discounts from the price of new
merchandise. 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 source a sufficient amount of product
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 large leasing companies and corporations to
               manage their computer assets cost effectively.

         According to International Data Corporation ("IDC"), a market research
firm, and a unit of International Data Group, worldwide new PC sales for 2002
are forecasted at 125.5 million units, a 3% increase over 2001. IDC forecasts
that the greatest growth in 2002 will be in the US Market, estimated at 9.3%.
Moreover, IDC forecasts that the number of Internet users worldwide will
increase from approximately 142 million in 1998 to 502 million in 2003. IDC's
Life Cycle Value model organizes the cost to own, maintain and replace
technology into three stages: procurement, use and disposition. IDC estimates
that end-of-life disposition costs alone constitute as much as 5% of the Total
Cost of Ownership ("TCO"), nearly one-third as much as the original procurement.
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    Widely distributed equipment locations.
          o    Changes in original configurations, upgrades and peripheral
               additions not recorded.
          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    Original packaging destroyed 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 the
enterprise and end-of-life management practices. Assuming that an item is
purchased soon after its introduction, the following table shows the estimated
residual value related to the product cycle:

         Months                 Event                    Value % of Purchase
--------------------------------------------------------------------------------
           6         First round of discounting                  70%
           12          End-of-life discounting                   45%
           15           Product discontinued                     30%
           36               Salvage price                        10%

         In recent years, the number of companies leasing rather than purchasing
computer equipment has increased significantly, primarily due to shorter product
life cycles. 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 when refurbished. 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 will serve the needs of most users.


                                       16
<PAGE>

         The disposal of refurbished and excess inventory computer equipment
represents a substantial burden on many vendors. 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 supplementary product line. Because of
the highly fragmented and relatively undeveloped nature of the market for this
product, prices received by leasing companies and vendors tend to be highly
variable and subject to negotiation based on quantity, age and condition of the
merchandise. Our experience has indicated that leasing companies and vendors
look favorably upon a distribution channel that enables them to dispose of
significant quantities of merchandise quickly without affecting their
traditional sales channels.


         A proactive, well-defined end of life management policy provides a
constant stream of product for the Company while reducing our 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.


         A well-designed asset management system can significantly reduce
product lifecycle costs. Product 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.
          o    Less demanding users - 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 IT training load incurred
               when new systems are installed frequently.

         Used technology presents a unique set of operational challenges that
our asset management system will address:

          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 some uses such as redeployment;
          o    Used systems contain proprietary data and software licenses which
               must be erased before reuse; and
          o    The relatively low value of used systems prohibits costly manual
               processing methods.

         The asset management system we intend to implement is being designed to
process an unsorted stream of technology according to a service profile we will
develop for each client. Using client-server technology, used equipment will be
registered, evaluated and then routed to a series of services designed to
maximize value for the owner of the equipment. The process will be fully
documented for each system in our database. Comprehensive reporting provides a
tool for managing the asset base.

          o    Service delivery should be consistent because our system server
               will instruct the technicians step-by-step according to the
               customer's unique profile.
          o    Data reliability should be high because manual entry of data will
               be reduced through the use of automated client/server technology.
          o    Service performance will be 100% audited. No equipment will be


                                       17
<PAGE>

               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 and
               the client's internal costs are also reduced.
          o    Complete accountability should be assured by maintaining serial
               number detail for all services performed.

         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 the expense of 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 sufficient to outweigh the disposition costs.

HOW WE ACQUIRE PRODUCTS

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


         We receive information about new sources of products from prior
contacts, online resources to which we subscribe, 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, by e-mail
broadcasting on certain on-line services, and through established contacts and
existing customers.


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


         The average age of the products that we purchase is approximately 30
months, and the average age of our manufacturer-refurbished products is
approximately 15 months. The average time between our 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 strict quality standards for products we offer. In
those cases, we use the products as parts or we 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 shipping the
equipment.


                                       18
<PAGE>

         We provide a limited warranty on some of our products. Mostly such
warranties are "DOA" warranties. ("DOA" means "Dead on Arrival" and is a
customary warranty in the "computer equipment resale industry". We analyze our
estimated warranty costs and provides an allowance as necessary based on
experience. At June 30, 2002 and at December 31, 2001 warranty reserves were not
considered necessary.

HOW WE DETERMINE SELLING PRICES

         We determine our selling prices on the basis of current market
conditions and the number of items we have on hand, as well as our target profit
margins for various types of products. In setting the prices, we compare prices
of similar new equipment, if any, as well as prices offered by our competitors
for similar products over the Internet using such sources as on-line auction
houses and sophisticated search tools, in trade publications and in other
published advertisements. Given the nature of our products and the rapid
technological changes in the industry, we may have to reduce prices over time,
and a portion of our inventory may have to be recycled or sold as scrap.
However, we 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 is generated and is printed and delivered to our warehouse
for processing. The product is then picked and taken from the warehouse and
appropriately packed with foam packing, bubble wrap or other packaging material,
and the order is shipped by United Parcel Services, Federal Express or by common
carrier. On average, we currently ship products 24 to 48 hours following receipt
of the order.


                                       19
<PAGE>

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      Six Months       Three Months      Three Months
                                                    Ended            Ended              Ended             Ended
                                                June 30, 2002    June 30, 2002     March 31, 2002   December 31, 2002
                                            -------------------------------------------------------------------------
                                                     %                %                  %                 %
                                                    ---              ---                ---               ---
<S>                                                 <C>              <C>                <C>               <C>
  Revenue                                           100.0            100.0              100.0             100.0
  Cost of sales                                      85.6             81.7               78.2              83.1
                                            ------------------------------------------------------------------------
  Gross profit                                       14.4             18.3               21.8              16.9
  Selling, general and administrative
      expenses                                       16.8             17.5               18.2              19.1
  Depreciation and amortization                       0.1              0.1                0.1               0.1
  Interest expense                                    0.7              0.4                0.2               0.2
                                            ------------------------------------------------------------------------
  Income (loss)  before provision                   (3.2)              0.3                3.3             (2.5)
      (benefit)for income taxes
  (Provision) benefit for income taxes                1.2            (0.2)              (1.3)                --
                                            ------------------------------------------------------------------------
  Net income (loss)                                 (2.0)              0.1                2.0             (2.5)
                                            ========================================================================
</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
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.


         The Company (for purposes of this discussion WTI, the Accounting
Acquirer) commenced business operations in October 2001 and has no comparative
operating history for the quarter or six month period ended June 30, 2001. The
Company believes that a sequential discussion of its results, i.e. the quarter
ended June 30, 2002 compared to the quarter ended March 31, 2002, and the
quarter ended March 31, 2002 compared to the quarter ended December 31, 2001 is
appropriate.


Quarter Ended June 30, 2002 Compared to Quarter Ended March 31, 2002


         Revenue for the quarter ended June 30, 2002 was $1,955,224 compared to
Revenue of $2,189,689 for the quarter ended March 31, 2002, a $234,465 decrease,
or 10.7%. Revenue in the quarter decreased primarily because our customers cut
back on spending as a result of economic uncertainties.


         Gross Profit for the quarter ended June 30, 2002 was $281,003 compared
to a Gross Profit of $478,040 for the quarter ended March 31, 2002, a $197,037
decrease, or 41.2%. Gross Margin was 14.4% for the quarter ended June 30, 2002
compared to 21.8%.for the quarter ended March 31, 2002. Gross Profit and Gross
Margin for the quarter decreased primarily because our customers cut back on
spending as a result of economic uncertainties and because of price point
pressures which resulted in a lower gross margin.


         Selling, General and Administrative Expenses for the quarter ended June
30, 2002, was $328,314 compared to Selling, General and Administrative Expenses
of $397,753 for the quarter ended March 31, 2002, a $69,439 decrease, or 17.5%.
Selling, General and Administrative Expense decreased in line with revenue
reduction.


         Depreciation and Amortization for the quarter ended June 30, 2002, was



                                       20
<PAGE>

$2,420 compared to Depreciation and Amortization of $2,313 for the quarter ended
March 31, 2002, a $107 increase as a result of asset acquisitions.


         Interest Expense for the quarter ended June 30, 2002, was $13,053
compared to Interest Expense of $3,580 for the quarter ended March 31, 2002, a
$9,473 or 264.6% increase, commensurate with the increase in the Company's
borrowings.


Quarter Ended March 31, 2002  Compared to Quarter Ended December 31, 2001


         Revenue for the quarter ended March 31, 2002 was $2,189,689 compared to
Revenue of $1,524,848 for the quarter ended December 31, 2001, a $664,841
increase, or 43.6%. Revenue in the quarter increased as we established the
business and were able to take advantage of better economic conditions.


         Gross Profit for the quarter ended March 31, 2002 was $478,040 compared
to a Gross Profit of $258,040 for the quarter ended December 31, 2001, a
$220,000 increase 85.3%. Gross Margin was 21.8% for the quarter ended March 31,
2002 compared to 16.9% for the quarter ended December 31, 2001. Gross Profit and
Gross Margin for the quarter increased as we started to establish ourselves in
the business community.


         Selling, General and Administrative Expenses for the quarter ended
March 31, 2002, was $397.753 compared to Selling, General and Administrative
Expenses of $291,577 for the quarter ended December 31, 2001, a $106,176
increase, or a 36.4% incr3ease over the prior quarter. Selling, General and
Administrative Expense increased in line with revenue.


         Depreciation and Amortization for the quarter ended March 31, 2002, was
$2,313 compared to Depreciation and Amortization of $954 for the quarter ended
December 31, 2001, a $1,379 increase as a result of asset acquisitions.


         Interest Expense for the quarter ended March 31, 2002, was $3,580
compared to Interest Expense of $2,897 for the quarter ended December 31, 2002,
a $683 increase, commensurate with the increase in the Company's borrowings.


Liquidity and Capital Resources

         Our current ratios at June 30, 2002 and December 31, 2001 were 1.2 and
1.4., respectively. Working capital at June 30, 2002 was $141,581 compared to
$145,497 at December 31, 2001.

         Net cash used in operating activities in the six months ended June 30,
2002 was $354,353 compared to $290,461 used in the period ended December 31,
2001. Cash used in operating activities during both periods was primarily as a
result of increases in accounts receivable, inventory ,and prepaid expenses,
reduced by increases in accounts payable and increase/decrease in accrued
expenses and by the net income (loss) for the period.

         Net cash used in investing activities was $11,460 in 2002 compared to
$22,937 in 2001 . In all instances this cash was used to purchase property,
equipment, leasehold improvements and computer software.

         Net cash provided by financing activities was $389,576 and $406,000 in
the periods ended June 30, 2002 and December 31, 2001.

         We believe that cash generated from operations, together with our
available cash resources, will be sufficient to meet our cash requirements for


                                       21
<PAGE>

at least the next 12 months. However, we will need to raise additional funds to
finance the implementation of the AMG, and we may need to raise additional funds
to finance unanticipated working capital requirements or to acquire
complementary businesses.


FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK

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

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

          o    our growth strategies,
          o    anticipated trends in our business and demographics,
          o    our ability to successfully integrate the business operations of
               recently acquired companies, and
          o    regulatory, competitive or other economic influences.

         Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: our continued ability to sustain
our growth through continuing vendor relationships, development of our AMG and
future business acquisitions; the successful completion and integration of
future acquisitions; the ability to hire and retain key personnel; the continued
development of our technical, manufacturing, sales, marketing and management
capabilities; relationships with and dependence on third-party suppliers;
anticipated competition; uncertainties relating to economic conditions where we
operate; uncertainties relating to government and regulatory policies;
uncertainties relating to customer plans and commitments; rapid technological
developments and obsolescence in the 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.


RISK FACTORS

         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, all
of which are incorporated herein by reference.

Uncertainty Of Future Financial Results

         We are a newly formed business, having commenced operations in October
2001. While we generated a small profit in the quarter ended June 30, 2002, we
incurred a loss in fiscal 2001, and 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. Continued profitability depends upon
many factors, including our ability to raise capital when needed, particularly


                                       22
<PAGE>

for the implementation of our AMG, the success of our various marketing
programs, the maintenance or reduction of expense levels and our ability to
successfully coordinate the efforts of the different divisions of our business.

Possible Fluctuations In Future Quarterly Results

         We have been in business since October 2001 and have only three
quarters of historic quarterly operating results. Due to the uncertainty of
future operating results, we may experience quarterly fluctuations in the
future. Quarterly operating results may fluctuate as a result of a variety of
factors, including: the timing of our delivery of significant orders; the
ability of manufacturers to deliver, in a timely fashion, products for which we
have received orders; the length of the sales cycle; receipt of volume
discounts; the demand for products and services we offer; the introduction or
announcements by IBM and other manufacturers relating to the remarketing of new
and used products; 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
unavailability of product, which may result in the delay of payment from certain
customers until their entire orders are shipped. Accordingly, it is likely that
in one or more future fiscal quarters, our operating results could be below the
expectations of public market analysts and investors and, as a result, any
future public offering of shares of our Common Stock could be materially
adversely affected.

Principal Markets And Customers; Dependence On Major Customers; Risk Of Industry
     Concentration

         We sell and deliver computer systems, peripheral devices and parts, to
more than 100 customers throughout the United States and in more than 5
countries worldwide. In fiscal year 2001, our top ten customers (all of whom
were new) accounted for approximately 89.8% of our total revenues. In the six
month period ended June 30, 2002, our top ten customers accounted for
approximately 69.2% of our total revenues

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

         In fiscal 2001 and in the period ended June 30, 2002, primarily all of
our sales of computer systems, peripherals and parts were to brokers or
remarketers based in the United States. 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 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 merchandise. We purchase products from more than 25
different vendors, although we have no formal commitments with any of them. We
cannot assure you that our current vendors will continue to sell merchandise to
us as they have in the past, or that we will be able to establish new vendor
relationships that ensure merchandise will be available to us in sufficient
quantities and at favorable prices. If we are unable to obtain sufficient
quantities of products at favorable prices, our business will be adversely


                                       23
<PAGE>

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.

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

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

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

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

If We Need Additional Financing For The Implementation of Our Asset Management
   Group, 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 our
available cash resources, will be sufficient to meet our cash requirements for
at least the next 12 months. However, we will need to raise additional funds to
implement our Asset Management Group strategy, and we may need to raise
additional funds to finance unanticipated working capital requirements or
acquire complementary businesses.

         We do not yet have lending commitments from banks or other third
parties and, until and unless we arrange for such commitments, we will rely on
advances or investments from our principal stockholders and officers. While they
have made significant loans and advances in the past, they have no obligation to
advance funds to us, or invest funds in us, and, even if they may be willing to
do so, may not have funds available. 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


                                       24
<PAGE>

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, to pay
dividends, to create liens, to sell or purchase our capital stock, to sell
assets or to 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.


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

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

The Industry In Which We Compete 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 Compaq Computer
               Corporation, Dell Computer Corporation 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(R)Stores, Inc., CompUSA and Gateway Country;
               and
          o    online competitors and auction sites, such as the Boston Computer
               Exchange, Buy.com Inc., Cyberian Outpost, Inc., Egghead.com,
               Inc., Fairmarket, Inc., uBid and 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


                                       25
<PAGE>

competitors. That competition will intensify if prices for new computers
continue to decrease.

Lack Of Dividends On Common Stock; Issuance Of Preferred Stock

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


Lack Of Trading and Liquidity of Our Common Stock

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


Dependence On Key Individuals

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


Control By Principal Stockholders'

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


Anti-Takeover Provisions

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


CRITICAL ACCOUNTING POLICIES

         Management is responsible for the integrity of the financial
information presented herein. The Company's financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America. Where necessary, they reflect estimates based on
management's judgment. When selecting or evaluating accounting alternatives,
management focuses on

                                       26
<PAGE>

those that produce from among the available alternatives information most useful
for decision-making. Significant accounting policies that are important to the
portrayal of the Company's financial condition and results, which in some cases
require management's judgment, are summarized in the Notes to Financial
Statements which are included herein in Item 15.

         The Company believes that the critical accounting policies discussed
below involve additional management judgment due to the sensitivity of the
methods, assumptions and estimates necessary in determining the related asset,
liability, revenue and expense amounts.

         The Company recognizes revenue when it is realized or realizable and
earned. The Company provides a limited "DOA Warranty" on some of its sales. DOA
means "Dead On Arrival" and is a common term used in the computer industry. This
warranty provides that some used computers, disk drives, compact disk drives or
DVD drives that do not power-up when it they are received or, in some cases, for
a period of up to thirty (30) days from receipt, can be returned for a full
refund, or replacement product, if available, at the customer's option. Based on
an internal study by management, we determined that less that 1% of the
Company's sales are covered under this warranty and, of those sales, less than
10% are returned to the Company. If the equipment sold does not power-up, the
Company has alternative methods to sell this equipment, by tearing it down and
selling the working components as parts and the non-working components to metal
recyclers. The alternative sales methods are rarely below the original cost of
the equipment. The Company has not had any significant differences, and at both
December 31, 2001 and June 30, 2002 had no differences and, therefore, no
warranty reserve has been recorded. Should a reserve be recorded, it would
increase both cost of sales and accrued expenses.

         The Company provides estimated inventory allowances for excess,
slow-moving and obsolete inventory as well as for inventory whose carrying value
is in excess of net realizable value. These reserves are based on current
assessments about future demands, market conditions and related management
initiatives. Management continually monitors its inventory valuation, and makes
an assessment of its inventory allowance on a monthly basis. If market
conditions and actual demands are less favorable than those projected by
management, additional inventory write-downs may be required, which would be a
decrease to our inventory balance and an increase to cost of sales.

         The Company evaluates the realizability of its deferred tax assets on
an ongoing basis by assessing its valuation allowance and by adjusting the
amount of such allowance, if necessary. In the determination of the valuation
allowance, the Company has considered future taxable income and the feasibility
of tax planning initiatives. Should the Company determine that it is more likely
than not that it will realize certain of its deferred tax assets in the future,
an adjustment would be required to reduce the existing valuation allowance and
reduce tax expense. On the contrary, if the Company determined that it would not
be able to realize a deferred tax asset created by net operating losses and
other timing differences between the book and tax methods of accounting, an
adjustment to increase the valuation allowance would be charged to income tax
expense in the period such conclusion was made. Currently, the Company provides
a valuation allowance for the entire deferred tax asset related to the net
operating losses of Delta States Oil, Inc., due to certain change in ownership
restrictions. In addition, the Company operates within multiple taxing
jurisdiction and is subject to audit in these jurisdictions. Although the
Company is not currently being audited by any taxing authority, there is the
possibility of future audits, whose resolution could have an adverse impact of
the results of operations of the Company.

         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. Had the Company elected to account
for stock-based employee compensation arrangements in accordance with SFAS No.
123 as an alternative to APB Opinion No. 25, additional expense would have been
recognized in the statement of operations. The pro-forma effects of the
alternative accounting method are disclosed in Footnote 5 to the financial
statements. For options issued to non-employees, the Company applies SFAS No.
123. Expense is recognized using the Black -Scholes option pricing model, which
contains estimates on the volatility of the stock price, the risk free interest
rate, and the expected life of the options granted. The Company bases its
estimates on the best available information. Increases in estimated volatility,
expected life, and the risk free interest rate would all increase the amount of
expense recognized in the Statement of Operations.

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.

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<PAGE>



PART II  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.


ITEM 2.  CHANGES IN SECURITIES

Change in Authorized Share Capital

         On January 29, 2002 a Majority in Interest of the Stockholders of Delta
adopted an Action By Consent in Writing of the Board of Directors and the
Majority in Interest of the Stockholders, approving and authorizing the Board of
Directors to amend the Articles of Incorporation of Delta 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 its Certificate of Amendment of Certificate of Incorporation of
WindsorTech, Inc. with the Secretary of State of the State of Delaware.


Recent Sales of Unregistered Securities


         We did not issue any securities during the quarter ended June 30, 2002.


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 April 5, 2002, the Board of Directors approved the adoption of the
Company's 2002 Flexible Stock Plan (the "Plan"). The Plan permits Company to
issue 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 August 19, 2002, 5,000,000 options are
available to be granted under the Plan, 2,575,000 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.



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<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


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

Reports on Form 8-K
           None.

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        WINDSORTECH, INC.
                                        (Registrant)

Dated:   August 19, 2002                By:    /S/ MARC SHERMAN
                                            --------------------------
                                                 Marc Sherman
                                            Chief Executive Officer















                                       29
<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
                 0-7539)).
3.1              Certificate of Amendment of Certificate of Incorporation of
                 WindsorTech, Inc. **
3.2***           Amended and Restated ByLaws of WindsorTech, Inc.
4.1***           Specimen Common Stock Certificate of WindsorTech, Inc.
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 Saracino **
10.4*            Employment and Non-Compete Agreement - Michael P. Sheerr **
10.5*            Employment and Non-Compete Agreement - Marc Sherman **
10.6*            2002 Flexible Stock Plan (Incorporated herein reference to
                 Exhibit 10.6 to the Registrant's Quarterly Report on Form
                 10-QSB filed with the Commission on April 16, 2002 (Commission
                 file number 0-7539)).
10.7***          Promissory Note executed by the Company. As of April 24, 2002
                 this note was paid in full.
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.
10.9***          Lease Agreement.
12.1***          Statement re computation of ratios.
16.1             Letter from Milton Reece, CPA ("Reece") concurring with the
                 statements made by the Registrant in the Current Report on Form
                 8-K reporting Reece's resignation as the Registrant's principal
                 accountant (incorporated herein by reference to Exhibit 16 to
                 the Registrant's Current Report on Form 8-K filed with the
                 Commission on February 13, 2002 (Commission file number
                 0-7539)).
99.1***          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2***          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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

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


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