As filed with the Securities and Exchange Commission on March 26, 2004
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

--------------------------------------------------------------------------------
                                   FORM 10-KSB

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003

                         Commission File No.: 000-07539

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

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

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

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

       Securities registered under Section 12(b) of the Exchange Act: None


   Securities registered under Section 12(g) of the Exchange Act: Common Stock


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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B is not contained in this form,  and no  disclosures
will be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]


          Issuer's revenues for its most recent fiscal year: $7,484,472


         The aggregate market value of the voting stock, $.01 par value, held by
non-affiliates  of the Registrant,  based upon the closing price of Common Stock
on March 11, 2004, as reported on the Over the Counter  Bulletin Board ("OTCBB")
under the symbol  "WRST.OB," was approximately  $18,939,000  (4,676,254 shares x
$4.05 per share).  Shares of common  stock held by each  officer who owns 10% or
more of the outstanding common stock have been excluded in that such persons may
be  deemed to be  affiliates.  This  determination  of  affiliate  status is not
necessarily a conclusive determination for other purposes.


         The number of shares outstanding of each class of our common equity as
of March 11, 2004 is as follows:

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

Documents incorporated by reference:  Form 8K

<PAGE>


<TABLE>
<CAPTION>

                                                   TABLE OF CONTENTS

  ITEM                                             DESCRIPTION                                               PAGE


                                                      PART I

<S>                                                                                                            <C>
   1.      Description of Business                                                                             1
   2.      Description of Property                                                                            10
   3.      Legal Proceedings                                                                                  11
   4.      Submissions of Matters to a Vote of Security Holders                                               11


                                                     PART II

    5      Market for Common Equity and Related Stockholder Matters                                           12
    6      Management's Discussion And Analysis of Financial Condition and Results of Operations              15
   7.      Financial Statements                                                                               28
   8.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure               28
   8A.     Controls and Procedures                                                                            ??

                                                     PART III

   9.      Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
           of the Exchange Act                                                                                29
   10.     Executive Compensation                                                                             32
   11.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
           Matters                                                                                            35
   12.     Certain Relationships and Related Transactions                                                     36
   13.     Exhibits And Reports on Form 8-K                                                                   38
   14.     Principal Accountant Fees and Services                                                             38


           Signatures                                                                                         40
           Financial Statements and Exhibits                                                                  41



</TABLE>






<PAGE>

                            PART I

ITEM 1    DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK

         The following discussion should be read in conjunction with our audited
Financial Statements and Notes thereto included herein.

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

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

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

         Forward-looking   statements   involve   known   and   unknown   risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by such forward-looking  statements.  Such
factors include,  among others, the following:  our continued ability to sustain
our growth through  continuing  vendor  relationships,  development of our Asset
Management  Group  ("AMG")  and future  business  acquisitions;  the  successful
consummation  and  integration of future  acquisitions;  the ability to hire and
retain key personnel; the continued development of our technical, manufacturing,
sales, marketing and management capabilities;  relationships with and dependence
on third-party  suppliers;  anticipated  competition;  uncertainties relating to
economic  conditions where we operate and payment and clearance systems to which
we are subject;  uncertainties  relating to government and regulatory  policies;
uncertainties  relating to customer plans and commitments;  rapid  technological
developments  and  obsolescence  in the products we sell and the  industries  in
which we operate and compete;  existing and  potential  performance  issues with
suppliers and customers;  governmental export and import policies;  global trade
policies;   worldwide  political  stability  and  economic  growth;  the  highly
competitive   environment  in  which  we  operate;   potential   entry  of  new,
well-capitalized  competitors  into our  markets;  and  changes  in our  capital
structure  and cost of capital.  The words  "believe",  "expect",  "anticipate",
"intend" and "plan" and similar expressions identify forward-looking statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements, which speak only as of the date the statement, was made.


                                       1

<PAGE>



Recent Developments

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

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

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

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

         The  business  purpose of the Merger was to allow the  Company to merge
into and become part of an entity  that would  allow it to satisfy  requirements
for listing on a recognized stock exchange.  The surviving  Company,  which is a
Delaware  corporation,  is now actively  engaged in purchasing and selling large
volumes of off-lease/off finance excess, used,  refurbished and "as-is" computer
equipment and related  products and has recently  established the AMG to provide
services to companies wishing to maximize the value of their computer  equipment
coming to the end of its useful or book life.

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

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

<TABLE>
<CAPTION>


               Name                 Age                               Position
------------------------------- -------- -----------------------------------------------------
<S>                                 <C>
Marc Sherman                        40   Chairman, Chief Executive Officer and President
Edward L. Cummings.........         55   Vice President, Chief Financial Officer and Treasurer
Carl C. Saracino...........         34   Vice President, Operations
Michael P. Sheerr..........         47   Vice President, Sales
David A. Loppert(1)........         49   Vice President, Business Development and Secretary

</TABLE>


     (1)  On February  19,2004,  by Action of Consent of Majority  Shareholders,
          David A. Loppert was removed from the Board of Directors.  Thereafter,
          the Board of  Directors  removed  Mr.  Loppert  as an  officer  of the
          Company.

Change in Authorized Share Capital

         Delta's  Stockholders  and Directors voted to amend Delta's Articles of
Incorporation  on January 30, 2002,  to increase the total number of  authorized
shares  of  capital  stock  of  Delta  to  Forty  Million


                                       2
<PAGE>


(40,000,000) shares: Thirty-five Million (35,000,000) shares of which are shares
of Common Stock at $.01 par value and Five Million  (5,000,000)  shares of which
are Preferred Stock at $.01 par value. On February 2, 2002, the Company filed an
appropriate  amendment to its Certificate of Incorporation with the Secretary of
State of the State of Delaware.

Other Information

         On April 5, 2002, the Board of Directors and the Stockholders  approved
the adoption of the Company's  2002 Flexible  Stock Plan (the "Plan").  The Plan
permits  the  Company to issue up to  5,000,000  shares of common  stock plus an
annual increase,  effective on the first day of each calendar year, equal to 10%
of the number of  outstanding  shares of common stock  outstanding on such date,
but in no event more than 30,000,000 shares in the aggregate. As of December 31,
2003, 6,491,417 options are available to be granted under the Plan, 4,305,000 of
which have previously been granted by the committee designated for such purpose.

         On August 19,  2002,  Constance  K. Weaver  resigned as a member of our
board of directors for personal  reasons.  On January 13, 2003, R. Keith Elliott
was appointed to fill the vacancy.  On May 27, 2003, Andrew Paciocco resigned as
a member of our board of directors  for personal  reasons.  On November 1, 2003,
Seth A. Grossman was appointed to fill the vacancy.

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

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

On February 19, 2004,  by Action of Consent of Majority  Shareholders,  David A.
Loppert  was  removed  from the  Board of  Directors.  Thereafter,  the Board of
Directors removed Mr. Loppert as an officer of the Company.

WHAT WE DO

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

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


         We sell a wide range of used, "as-is" and,  occasionally,  refurbished,
products, including notebook and desktop computers,  monitors,  processors, disk
drives, CD's, DVD's, modems,  printers and memory. The majority of the computers
we offer for sale are brand  name Intel  Pentium  class or  equivalent  products
manufactured  by IBM,  Dell,  Compaq,  Apple,  Sony,  Fujitsu,  Hewlett-Packard,
Gateway,  Toshiba and other major  manufacturers.  We consider these items to be
our  "principal  product".  We operate in one segment and  consider the sales of
these  products  as our single  source of revenue as one item.  Our  business is
marginally seasonal,  with the July - September period usually being slower than
other periods.



                                       3
<PAGE>


         On October 27, 2003, we filed U.S.  Patent  Application  titled "System
and Method of Erasing a Hard Drive via a Computer  Network".  Hard drive erasing
software is installed into a software program,  which simulates the booting of a
floppy disk; the integrated  software is subsequently  installed into a software
installation program and is delivered to the client's computer over the Internet
or via a network.  At the client  computer,  the hard drive erasing  software is
executed on the client's  computer hard drive by executing  the boot  simulation
software.  This system and method  provides an easy,  fast and effective way for
erasing hard disks, which meets US Department of Defense  sanitizing  standards.
The erasing software is a DOS-based software program, which can remove sensitive
information  from a computer  before the  machine  goes to a new or  unprotected
environment or to clear a hard disk of all programs and data before installing a
new system. The software, which is licensed under a long-term license agreement,
incorporates  overwriting  patterns  which  use up to 99  passes  over hard disk
sectors to ensure complete erasing of all sensitive data. All erasing procedures
and  results  can be  verified  and  displayed  to the  client.  Other than this
software,  we do not sell any other  products  under  license nor do we have any
franchise or concession agreements.


         In the fourth quarter of 2002, we established an Asset Management Group
("AMG"),  a new  division of the Company,  to provide  complete  computer  asset
management and recovery  services to leasing  companies and major  corporations.
For a fee, we will  receive,  inspect and test each piece of  equipment,  remove
sensitive  data and  report  the  results in a  customized  audit  report to our
client. We will then assist the client in the disposition of the equipment.  One
of the many benefits  providing this service is that we receive the  opportunity
to become aware of opportunities to acquire  inventory for resale or may acquire
a right of first refusal on the client's  computer  asset base. We had virtually
no revenue from AMG clients in 2002 and very low  expenses.  We incurred  direct
AMG  expenses  in the  first  half of 2003 as we  started  hiring  and  training
employees.  In December 2003, we started generating  continuing revenue from our
AMG clients and anticipate growth during 2004.


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


         The  cost  to  fully  implement  our AMG  was  approximately  $200,000,
primarily for the purchase of computer software and hardware,  material handling
equipment and leasehold  improvements,  and we expect that that we will increase
the number of employees from 22 employees at December 31, 2003 to  approximately
30 employees by December 31, 2004.

OUR BUSINESS MODEL


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


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



                                       4
<PAGE>


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

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

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

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

         In November  2002,  the Gartner  Group,  a research and advisory  firm,
predicted that "end-of-life issues rather than technology innovation will be the
major PC growth driver in 2003".  "Budget-constrained  organizations are holding
on to their PC's longer as cost reduction continues to be implemented." In March
2003,  Gartner  Dataquest  projected  that PC shipments will grow 6.6 percent in
2003 and 11.4 percent in 2004. Gartner reaffirmed these forecasts in June 2003.


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

         In February 2004,  Gartner  reported,  "strong PC market growth outside
the United States,  coupled with an improving economy has caused us to boost our
near-term PC market  forecast."  Gartner reported PC Unit shipment grew 10.8% in
2003 and  projects  it will grow 12.8% in 2004.  According  to a revised  report
published in December 2003 by International  Data Corporation  ("IDC"), a market
research  firm,  and a  unit  of  International  Data  Group,  worldwide  new PC
shipments in 2004 are expected to increase by 11.4% to 169.9 million units.

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

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

     o    Diverse equipment locations.

     o    Unrecorded  or  undocumented   changes  in  original   configurations,
          upgrades and peripheral additions.

     o    Inoperative units.

     o    Varying cosmetic conditions.

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

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

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



                                       5
<PAGE>


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


         According to Redemtech, most technology depreciates at an average of 6%
per month. Redemtech believes that the dominant factor influencing a used item's
value in the  marketplace is the price and power of similar,  new, "state of the
art"  technology.  They believe that for many years the trend has been toward an
acceleration  of new  technology  introductions  offering even greater values as
measured by power/price.


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


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


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


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


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

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


                                       6
<PAGE>


          equipment  or  are  too expensive to do so.
     o    Three Year Lifecycle - generally,  organizations  that tend to refresh
          their technology platforms every 30 - 36 months tend to experience the
          lowest  lifecycle  costs.  This  practice  reduces the need to perform
          costly   upgrades  on  older  systems,   maintains  an   "in-warranty"
          inventory,  and reduces the IT training load incurred when new systems
          are installed frequently.
     o    Older  PC's and  Operating  Systems  and  Homogeneous  Environments  -
          generally  these are lower cost sites because they are slower to adopt
          new  operating  systems  and tend to  upgrade  hardware  and  software
          simultaneously.

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

     o    Used system  configurations  are inconsistent - many have had upgrades
          and peripheral parts added or removed.
     o    Many used systems are not in good working condition.
     o    Many used  systems  have  cosmetic  damage  that may affect  value and
          suitability for other use.
     o    Used systems contain proprietary data and software licenses which must
          be erased before reuse.
     o    Manual processing methods are prohibitively  costly for relatively low
          value used systems.

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

     o    Service delivery should be consistent  because our proprietary  system
          provides  step-by-step  technical  instructions  based  on a  client's
          unique profile.
     o    Data  reliability  should be high  because  manual  data entry will be
          reduced.
     o    Service  performance  will  be  100%  audited.  No  equipment  will be
          permitted to exit the process until all specified services, e.g., hard
          drive erasure or sanitation,  have been  performed.
     o    Costs should be minimized through the application of value-appropriate
          services and production line efficiency,  eliminating the need to sort
          and pre-inventory the product.
     o    Complete accountability should be assured by maintaining serial number
          detail for all services performed.

HOW WE ACQUIRE PRODUCTS


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


         In the past,  we  purchased  a majority  of our  products  from a small
number of suppliers. For the



                                       7
<PAGE>

year ended  December 31, 2002,  we purchased  approximately  64% of our products
from two vendors - 45% from IBM Credit Corporation and 19% from Redemtech,  Inc.
As we have established our relationships with other vendors, we have reduced our
reliance on purchases  from IBM and  Redemtech.  For the year ended December 31,
2003, we purchased  approximately  30% of our products from two vendors.  19% of
purchases were from IBM and less than 1% of purchases were from Redemtech.

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


         Our access to sources of equipment is based primarily on  relationships
that our  management  team has  established  over  approximately  the last eight
years,  both through their individual  associations with the Company and through
their  other   professional   experiences.   Since   product   availability   is
unpredictable,  a  strong  base of  vendor  relationships  is  important  to our
success. We maintain ongoing contact through e-mail and telephone calls with our
vendors to learn when products will become available.


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


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

         We provide a limited  "DOA  Warranty"  in  connection  with some of our
product  sales.  DOA means "Dead On Arrival" and is a commonly  used term in the
computer  industry.  If provided to our customer,  this warranty applies to used
computers,  disk drives,  CD drives or DVD drives that do not power-up when they
are received  or, in some cases,  for a period of up to 60 days from receipt and
provides  that the  covered  equipment  can be  returned  for a full  refund  or
replacement  product, if available.  The decision whether to provide a refund or
replacement product is generally at our option, but in limited circumstances, it
may be at the  customer's  option.  We analyze our estimated  warranty costs and
provide an allowance as necessary based on experience.  At December 31, 2003 and
2002 warranty reserves were not considered necessary.

HOW WE MARKET OUR PRODUCTS AND SERVICES


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


         Prior to and during the period of time during  which  Messrs.  Sherman,
Cummings, Saracino and Sheerr worked at Intellesale,  they were involved in sale
and remarketing of  off-lease/off-finance  excess,


                                       8
<PAGE>


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


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


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


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


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


         We receive  referrals from existing  clients,  and we monitor financial
and  technical  news  sources for  workforce  reductions,  plant  closings,  and
technology  upgrade  announcements  that  may  provide  opportunities  for us to
present our AMG services.


         In April 2003, we created and filled a senior marketing position and we
are in the process of expanding our sales and marketing  team. We plan to hire 2
to 3 additional marketing personnel during 2004.


         HOW WE DETERMINE SELLING PRICES


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




                                       9
<PAGE>

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


DEPENDENCE ON MAJOR CUSTOMERS


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


         We sell and deliver computer systems, peripheral devices and parts to
more than 100 customers throughout the United States and on 5 continents
worldwide. For the years ended December 31, 2003 and 2002, sales to our top ten
customers comprised 51.5% and 55.0% of our revenue, respectively. In each of the
periods referred to, Keystone Memory Group, a "related party" for accounting
purposes, was one of our top ten customers.


         A significant portion of our revenues is also derived from export
sales. For the years ended December 31, 2003 and 2002, primarily all of our
sales of computer systems, peripheral devices and parts were to remarketers
based in the United States or brokers based both in and out of the United States
for whom we directly exported product. For the years ended December 31, 2003,
and 2002, export sales comprised 31% and 28% of revenue, respectively.

EMPLOYEES


         As of March 11, 2004, we employed 23 full-time and 7 part-time
employees. We have no collective bargaining agreements and believe our relations
with our employees are good.

BACKLOG

         Customers typically do not place recurring  "long-term" orders with us,
resulting  in a limited  order  backlog  at any point in time.  Our  failure  to
receive  orders  from  customers  on a  continuous  basis  would have a material
adverse effect on our financial condition,  results of operations and cash flows
given our lack of recurring orders.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS


         Federal,  state, and local laws or regulations  which have been enacted
or adopted  regulating the discharge of materials into the environment  have not
had,  and under  present  conditions  we do not foresee  that they will have,  a
material adverse effect on our capital expenditures, earnings, cash flows or our
competitive position. We will continue to monitor our operations with respect to
potential  environmental issues and costs, including changes in legally mandated
standards.


         We recycle used equipment that may contain hazardous  materials through
Waste Management's Recycle America - Asset Recovery Group ("ARG") division. ARG,
for a fee,  manages  commodities  and materials for recycling in accordance with
applicable local, state and federal laws, rules and regulations. Upon receipt of
materials for  recycling,  ARG provides us with a  Certification  of Destruction
that, in part,  certifies  that the  materials  were accepted for the purpose of
recycling  and/or  destruction  in  accordance  with  all  applicable  standards
including federal, state and local requirements.



                                       10
<PAGE>



ITEM 2.  DESCRIPTION OF PROPERTY


         We lease  approximately  38,000  square feet of general  warehouse  and
office  space in  Hightstown,  New Jersey  pursuant  to a  five-year  lease at a
current  annual  rental of  approximately  $159,000,  escalating  each year.  In
addition to fixed  rentals,  the real property lease requires the Company to pay
all  maintenance,  real  estate  taxes and  insurance.  This  lease  expires  in
September 2006.


         Rent expense and other  charges  totaled  $192,305and  $203,664 for the
years ended December 31, 2003 and 2002, respectively.


         The approximate minimum payments required under the lease for the years
2004 - 2006 are as follows:

                Year                                Amount
                --------------------- ----------------------

                2004                               163,000
                2005                               167,000
                2006                               128,000
                --------------------- ----------------------

                                                 $ 458,000
                ===================== ======================

         This facility, with approximately 34,000 feet of warehouse space, is in
good condition and ideally suited to our existing  business and has adequate and
sufficient capacity for our current and estimated future business needs.


ITEM 3.  LEGAL PROCEEDINGS


         The  Company  is party to legal  proceedings  arising  in the  ordinary
course of business.  In the opinion of  management,  these  proceedings  are not
likely to have a material adverse affect on the financial  position,  results of
operations or cash flows of the Company. The estimate of potential impact on the
Company could change in the future.


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

         On February  19, 2004,  by Action of Consent of Majority  Shareholders.
David A. Loppert was removed from the Board of Directors.  Thereafter, the Board
of Directors removed Mr. Loppert as an officer of the Company.




                                       11
<PAGE>

                                     PART II


ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is listed on the OTC Bulletin Board under the symbol "WSRT.OB."
Our Common Stock became listed on October 24, 2003. During the fourth quarter of
2003, the bid price of our common stock, as reported by Reuters, has ranged from
a high of $4.40 to a low of $1.90. The prices stated represent inter-dealer
quotations, which do not include retail markups, markdowns or commissions. Such
prices do not necessarily represent actual transactions.


Holders

         As of March 11, 2004, there were approximately  3,354 holders of record
of our Common Stock.

Dividends

         We do not have a history of paying  dividends on our Common Stock,  and
there can be no  expectation  that we will pay any dividends 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.

Securities authorized for issuance under equity compensation plans

         Set forth in the table below is information, as of December 31, 2003,
regarding securities authorized for issuance under equity compensation plans:

<TABLE>
<CAPTION>

<S>                                          <C>                            <C>                        <C>

                                                                                              Number of securities
                                                                                            remaining available for
                                 Number of Securities to     Weighted-average exercise       future issuance under
                                be issued upon exercise of      price of outstanding       equity compensation plans
                                   outstanding options,         options, warrants and        (excluding securities
                                    warrants and rights                rights              reflected in column (a))
Plan Category                               (a)                          (b)                          (c)
------------------------------- ---------------------------- ---------------------------- ----------------------------

Equity compensation plans
approved by security holders                 4,175,000                      $1.314                     2,286,417

Equity compensation plans not
approved by security holders                 1,350,000                      $0.026                         -

------------------------------- ---------------------------- ---------------------------- ----------------------------
         Total                               5,525,000                      $0.999                     2,286,417
=============================== ============================ ============================ ============================

</TABLE>


Equity Compensation Plan not Approved by Security Holders


The material features of the plan are:


Option Grant.  In October 2001,  in  connection  with their initial  employment,
WindsorTech, Inc. (New Jersey corporation) granted to Messrs. Cummings, Loppert,
Saracino,  Sherman  and Sheerr and two other  employees  options to  purchase an
aggregate  of  1,350,000  shares  of its  common  stock  at  $0.026  per  share,



                                       12
<PAGE>

exercisable  at any time  after  October 1, 2001 and on or before  December  31,
2010. The options granted were Non-Qualified Options and immediately vested.


Death.  If  the  option  recipient  dies,  his  personal  representative  and/or
beneficiary  will have the right  (which  must be  exercised  not later than the
option  expiration  date) to  exercise  the  options to the extent they were not
exercised at the time of the recipient's death.


Non-Transferability of Rights; Designation of Beneficiaries.  Except as provided
below, the options cannot not be transferred by the recipient other than by will
or the laws of  descent  and  distribution,  and,  during  the  lifetime  of the
recipient,  the options can be  exercised  only by the  recipient,  except that,
during his lifetime, the recipient may transfer the options for no consideration
to members of his immediate  family or a trust for the benefit of himself and/or
members of his immediate  family subject to all of the provisions  applicable to
the options prior to the transfer.


Withholding  The Company or any  affiliate  that employs the  recipient  has the
right to deduct any sums that  federal,  state or local tax law  requires  to be
withheld  with  respect to the  exercise of the options or as  otherwise  may be
required  by such laws.  The Company or any such  affiliate  may  require,  as a
condition to issuing stock upon the exercise of the options,  that the recipient
or other person exercising the options pay a sum to cover any such taxes. In the
alternative,  the recipient or other person  exercising the options may elect to
pay such sums to the Company or the  affiliate by delivering  written  notice of
that election to the Company's  corporate  headquarters prior to or concurrently
with  exercise.  There is no  obligation  that the  recipient  be advised of the
existence of the tax or the amount that may be withheld.


Changes in Capital Structure. If there is any change in the capital structure of
the  Company,  or if there is be any  dividend  upon  the  stock of the  Company
payable in stock or any other dividend  payable in stock, or of there is a stock
split, spin-off, split-up, spin-out,  recapitalization,  merger,  consolidation,
reorganization,  combination or exchange of shares, the maximum aggregate number
of shares with respect to which the options may be exercised  and the number and
the option  price of the shares of stock with  respect to which the options were
granted, will be proportionately  adjusted by the Company if, and to the extent,
necessary to prevent dilution or enlargement of the rights of the recipient.

Recent Sales of Unregistered Securities

         The following table lists all unregistered securities sold/issued by us
in the last three years pursuant to Item 701 of Regulation S-B.

         These shares were issued to the persons listed below in connection with
(1) the  formation  of  WindsorTech,  (2) the  Merger,  (3)  transaction  fee in
connection with the merger,  (4) for services  rendered to Delta, (5) in lieu of
compensation and, unless otherwise  indicated,  were issued without registration
in reliance upon the exemption provided by Section 4(2) of the Securities Act of
1933, as amended, or (6) Private Placement Shares.

<TABLE>
<CAPTION>
                                                               Number of                               Number of Common
Name/Entity/Nature                  Date Issued     Note        Persons           Issued For                     Shares
------------------                  -----------     ----       ----------        ----------            ----------------


<S>                                       <C>         <C>        <C>                                          <C>
Edward L. Cummings                  Oct - 2001        1          1          Capital Contribution              5,000,000
David A. Loppert                    Oct - 2001        1          1          Capital Contribution              5,000,000
Carl C. Saracino                    Oct - 2001        1          1          Capital Contribution              5,000,000
Michael P. Sheerr                   Oct - 2001        1          1          Capital Contribution              5,000,000
Marc Sherman                        Oct - 2001        1          1          Capital Contribution              5,000,000

Edward L. Cummings                  Jan - 2002        2          1          Merger Consideration              1,800,000



                                       13
<PAGE>

                                                               Number of                               Number of Common
Name/Entity/Nature                  Date Issued     Note        Persons           Issued For                     Shares
------------------                  -----------     ----       ----------        ----------            ----------------


David A. Loppert                    Jan - 2002        2          1          Merger Consideration              1,800,000
Carl C. Saracino                    Jan - 2002        2          1          Merger Consideration              1,800,000
Michael P. Sheerr                   Jan - 2002        2          1          Merger Consideration              1,800,000
Marc Sherman                        Jan - 2002        2          1          Merger Consideration              1,800,000

Leonard P. Stone                    Jan - 2002        3          1               Finders Fee                    450,000
William J. Barbera                  Jan - 2002        3          1               Finders Fee                    180,000

Frederic E. Smithline               Jan - 2002        4          1            Services Rendered                 600,000

Brian Cockerham                     Dec - 2002        5          1              Compensation                      5,000
Edward L. Cummings                  Dec - 2002        5          1              Compensation                    500,000
Erik Cummings                       Dec - 2002        5          1              Compensation                     50,000
David Harris                        Dec - 2002        5          1              Compensation                    150,000
Robert Jackson                      Dec - 2002        5          1              Compensation                    150,000
David A. Loppert                    Dec - 2002        5          1              Compensation                    500,000
Eleanor McDonald                    Dec - 2002        5          1              Compensation                      5,000
Wayne Neuls                         Dec - 2002        5          1              Compensation                      5,000
Lou Nuccio                          Dec - 2002        5          1              Compensation                     50,000
Carl C. Saracino                    Dec - 2002        5          1              Compensation                    500,000
Michael P. Sheerr                   Dec - 2002        5          1              Compensation                    500,000
Marc Sherman                        Dec - 2002        5          1              Compensation                    500,000

Stanley Adelman                      July - 03        6          1        Private Placement Shares                5,000
Harvey Albert                        July - 03        6          1        Private Placement Shares               15,000
Mike Belise & Linda A Gary           July - 03        6          2        Private Placement Shares               71,429
Bismark Intervest, Inc.              July - 03        6          1        Private Placement Shares              300,000
Edward L. Cummings                   July - 03        6          1        Private Placement Shares               61,200
John R. Doss                         July - 03        6          1        Private Placement Shares              300,000
Steven Gadon & Barbara Gadon         July - 03        6          2        Private Placement Shares               85,000
Andrew L. Granat                     July - 03        6          1        Private Placement Shares               15,000
Alan J Haber                         July - 03        6          1        Private Placement Shares                3,000
Barry S. Hanburger                   July - 03        6          1        Private Placement Shares                2,500
Bernard & Carol Harris, JT TEN       July - 03        6          2        Private Placement Shares                2,000
WROS
John D. Wright, cust for             July - 03        6          1        Private Placement Shares                1,000
Jonathan Martin Harris, Minor
Rodney D. and Linda L. Johnson,      July - 03        6          1        Private Placement Shares                2,000
JT TEN WROS
Craig G. Langweiler                  July - 03        6          2        Private Placement Shares               10,000
Monte Lang & Lillian M Lang, JT      July - 03        6          2        Private Placement Shares               30,000
TEN WROS
Max & Delayne Loppert, JT TEN        July - 03        6          1        Private Placement Shares               70,000
WROS
Anne E.B. Loppert, Minor, David      July - 03        6          1        Private Placement Shares               43,500
A. Loppert, Custodian
Jeffrey E.B. Loppert, Minor,         July - 03        6          1        Private Placement Shares               43,500
David A. Loppert, Custodian
Martin Miller                        July - 03        6          1        Private Placement Shares                2,857


                                       14
<PAGE>

                                                               Number of                               Number of Common
Name/Entity/Nature                  Date Issued     Note        Persons           Issued For                     Shares
------------------                  -----------     ----       ----------        ----------            ----------------



Robert & Penni Parker, JT TEN        July - 03        6          2        Private Placement Shares               14,300
WROS
RBC Dain Rauscher Custodian,         July - 03        6          1        Private Placement Shares               20,000
FBO Harvey Albert IRA
Lois G. Rosenberg                    July - 03        6          1        Private Placement Shares                  500
Paul Rosen & Wendy Rosen             July - 03        6          2        Private Placement Shares               85,000
Carl Saracino                        July - 03        6          1        Private Placement Shares               15,000
Philip & Lilyan Sherman, JT TEN      July - 03        6          2        Private Placement Shares               20,000
WROS
Michael P. Sheerr                    July - 03        6          1        Private Placement Shares               44,000
Alexandra J. Sherman, Minor,         July - 03        6          1        Private Placement Shares               28,433
Marc Sherman Custodian
Maximilian B. Sherman, Minor,        July - 03        6          1        Private Placement Shares               28,433
Marc Sherman Custodian
Zachary T. Sherman, Minor, Marc      July - 03        6          1        Private Placement Shares               28,434
Sherman Custodian
Jonathan E. Stoll                    July - 03        6          1        Private Placement Shares                2,500
Gail M. Thompson                     July - 03        6          1        Private Placement Shares                1,000
Jack B. Tull Sr.                     July - 03        6          1        Private Placement Shares                3,000
John D. & Dorothy J. Wright, JT      July - 03        6          2        Private Placement Shares                1,000
TEN WROS
Bismark Intervest, Inc.              July - 03        7          1        Private Placement Shares              100,000
Edith Newman Revocable Trust         July - 03        7          1        Private Placement Shares               20,000
Paul Lee Newman Roth IRA             July - 03        7          1        Private Placement Shares               50,000
Paul Lee Newman                      July - 03        7          1        Private Placement Shares               30,000

</TABLE>

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

     1.   Represents  shares issued to the founders and initial  shareholders of
          WindsorTech in exchange for a capital  contribution of $50,000 paid by
          each in cash.  At the time of issuance,  WindsorTech  was not a public
          reporting  entity,  and  the  shares  were  exempt  from  registration
          pursuant  to Section  4(2) of the  Securities  Act.  The  certificates
          representing  the shares  were  legended  to  indicate  that they were
          restricted.  These shares were exchanged for the Merger  Consideration
          shares  issued in January  2002 as  discussed in note 2 below and were
          subsequently cancelled.

     2.   Represents   shares  issued  in  connection   with  the  Merger  in  a
          transaction  negotiated by the WTI shareholders in connection with the
          Merger, which Merger transaction was exempt from registration pursuant
          to Section 4(2) of the Securities Act. The Merger  Agreement  included
          an  acknowledgment  that  the sale  was not  registered,  that the WTI
          shareholders  were  acquiring  the shares for  investment  and not for
          resale,  and that such shareholder  acknowledged that he must hold the
          shares  until  and  unless   registered  or   transferred  in  another
          transaction  exempt  from  registration.  In  addition,   certificates
          representing  the shares  were  legended  to  indicate  that they were
          restricted.  The shares were issued in exchange for  5,000,000  shares
          from  each  of the  stockholders  of  WindsorTech,  Inc.  (New  Jersey
          corporation)  as  merger  consideration.  Each  share  was  valued  at
          $0.0278.

     3.   Represents  shares,   valued  at  $0.0278  per  share,   issued  as  a
          transaction fee in connection with the Merger,  which  transaction was
          exempt  from  registration  pursuant to Section  4(2) of the Act.  The
          certificates  representing  the shares were  legended to indicate that
          they  were  restricted.  Mr.  Stone  and Mr.  Barbera  introduced  the
          WindsorTech  shareholders to Alfred Morgan, the principal  stockholder
          of Delta and  received  the shares as a finders  fee for  making  such
          introduction.

     4.   Represents  shares issued to for past legal services rendered to Delta
          in lieu of cash.  The shares  issued by Delta prior to the Merger were
          valued by Delta at $0.01 per share.  The certificate  representing the
          shares was legended to indicate


                                       15
<PAGE>


          that they were restricted.

     5.   Represents shares issued in lieu of cash compensation.  Each share was
          valued at  $0.026.  The  certificates  representing  the  shares  were
          legended to indicate that they were  restricted.  The shares issued to
          each of Mr.  Cummings,  Loppert,  Saracino,  Sheerr  and  Sherman  are
          reflected in the Summary  Compensation  Table in Part I, Item 6, under
          the "Bonus" column in 2002.

     6.   Represents  shares issued in a  Confidential  Private  Placement.  The
          offering closed on July 18, 2003.  1,354,586  shares were sold at $.35
          per share. Officers and directors (including their children) purchased
          207,200 shares, or 15.3% of the total shares sold.

     7.   Represents  shares issued in a  Confidential  Private  Placement.  The
          offering closed on September 2, 2003. The offering was for 20 units at
          a price of $10,000 per Unit.  Each Unit consisted of (i) 10,000 shares
          of common  stock and  warrants  to  purchase  10,000  shares of common
          stock, exercisable for a period of three years at a price of $1.00 per
          share.

ITEM 6.   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 7 of this report.  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
Factors Affecting Future Operation Results section later in this Item 6.

OVERVIEW

         We  operate  in a highly  competitive  industry,  which in turn  places
pressures on maintaining gross profit margins.  Many of our product sales are of
large  quantities of low value used personal  computers,  or of component  parts
that are use in personal  computers,  such as hard disk drives,  CD drives,  DVD
drives,  memory,  and system  boards,  some of which  produce lower than average
gross profit margins.  To overcome those lower margins,  we established an Asset
Management Group ("AMG") in the 4th quarter of 2002 to provide complete computer
asset management  services to leasing companies and major  corporations that are
expected to yield higher than average  gross profit  margins,  as we attract new
AMG clients.  We had  virtually no revenue from AMG clients in 2002 and very low
expenses.  We  incurred  direct  AMG  expenses  in the first  half of 2003 as we
started hiring and training  employees.  In December 2003, we started generating
continuing revenue from our AMG clients and anticipate rapid growth during 2004.





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                                       16
<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 for
the years ended December 31, 2003 and 2002.

                                                Year Ended         Year Ended
                                            ------------------------------------

                                                December 31,       December 31,
                                                   2003               2002
                                            ------------------------------------

                                                      %                  %
  Revenue                                           100.0              100.0
  Cost of sales                                      73.4               86.5
                                            ------------------------------------
  Gross profit                                       26.6               13.5
  Selling, general and administrative
      expenses                                       26.6               23.1
  Depreciation and amortization                       1.0                0.3

  Interest expense                                    1.0                0.9
                                            ------------------------------------
  Income (loss) before provision (benefit)           (2.0)             (10.8)
      for income taxes
  Provision (benefit) for income taxes                  --              (1.9)
                                            ------------------------------------
  Net income (loss)                                  (2.0)              (8.9)
                                            ====================================

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002


         Revenue for the year ended December 31, 2003 was $7,484,472 compared to
revenue of $6,543,147 for the year ended December 31, 2002, a $941,324 increase,
or  14.4%.  Revenues  increased  because  we were  able to find new  sources  of
product,  which made more products available for sale and we increased our sales
staff to help  increase our market  penetration.  In December  2003,  we started
generating  continuing  revenue from our AMG clients and anticipate rapid growth
during 2004.

<TABLE>
<CAPTION>


     Our revenue by geographic segment is as follows:

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

Years Ended December 31,           2003          %           2002          %          Change        % Change
<S>                            <C>                  <C>   <C>                <C>   <C>                <C>
United States                  $5,198,400           70%   $4,716,122         72%   $  482,278         10%
Asia                              817,707           11%    1,320,633         20%     (502,926)       (38)%
Europe                            349,715            5%           --          --      349,715        100%
Africa                            703,073            9%      334,016          5%      369,057        111%
United Kingdom                    155,834            2%      118,228          2%       37,606         32%
Canada                            223,458            3%       64,148          1%      159,310        248%
Australia                          24,500           --            --                   24,500        100%
South America                      11,785           --            --                   11,785        100%
----------------------         ----------   ----------    ----------   --------    ----------     ----------
   Total                       $7,484,472          100%   $6,543,147        100%   $  941,325         14%
======================         ==========   ==========    ==========   ========    ==========     ==========


</TABLE>


         Gross  profit  for the year  ended  December  31,  2003 was  $1,992,411
compared to a gross profit of $883,701  for the year ended  December 31, 2002, a
$1,108,710  increase,  or  125.5%.  Gross  margin  was 26.6% for the year  ended
December 31, 2003 compared to 13.5% for the year ended December 31, 2002.  Gross
profit increased because of increased revenues and increased gross margins.

         Gross  margin  for 2003  increased  because  of our  ability to acquire
product at more favorable prices


                                       17
<PAGE>


and our shift from selling complete systems to selling parts,  where the margins
are better.

     In 2004,  we expect  that US  corporations  will most  likely  continue  to
implement the conversions to new operating systems that began in the second half
of 2003. This necessitates the replacement of PC computer  equipment,  resulting
in a potential greater source of used computer  equipment becoming available for
resale. These expectations are supported by recent Gartner Dataquest reports. In
February  2004 Gartner  reported,  "Strong PC market  growth  outside the United
States,  coupled with an improving  economy has caused us to boost our near-term
PC market  forecast."  Gartner  reported PC Unit shipment grew 10.8% in 2003 and
projects it will grow 12.8% in 2004.  According to a revised report published in
December 2003 by International Data Corporation ("IDC"), a market research firm,
and a unit of International  Data Group,  worldwide new PC shipments in 2004 are
expected to increase by 11.4% to 169.9 million units.

     Selling,  general and  administrative  expenses for the year ended December
31,  2003,  were  $1,988,091  compared  to selling,  general and  administrative
expenses  of  $1,509,339  for the year  ended  December  31,  2002,  a  $478,752
increase, or 31.7%. Selling, general and administrative expense increased as the
Company added infrastructure and hired an additional full time sales employee in
2003,  a full  year of  employee  benefit  programs  that  were  added  in 2002,
increased directors and officers liability insurance coverage, and annual salary
increases.

     Depreciation  and  amortization  for the year ended  December 31, 2003, was
$71,973  compared to depreciation and amortization of $20,621 for the year ended
December 31, 2002, a $51,352  increase,  or 249.0%, as a result of one full year
of depreciation  for fixed asset  acquisitions and leasehold  improvements  that
occurred throughout 2002.

     Interest expense for the year ended December 31, 2003, was $79,656 compared
to interest  expense of $59,052 for the year ended  December 31, 2002, a $20,604
increase, or 34.9%, commensurate with the increase in the Company's borrowings.

     The Company recognized a deferred tax benefit during 2002 by decreasing its
deferred tax asset  valuation  allowance as it anticipates  that such benefit is
more likely than not to be realized.  During 2003, the Company did not recognize
a  deferred  tax  benefit  as it  increased  its  deferred  tax asset  valuation
allowance.

Geographic Areas


     We  operate  solely in the  United  States  and have no  assets in  foreign
countries.  However,  we sell to customers in foreign  countries.  For the years
ended December 31, 2003 and 2002,  export sales comprised  approximately 31% and
28% of revenue,  respectively. All of our purchases and sales are denominated in
US  dollars,  and we recorded no foreign  currency  transaction  gains or losses
during any period.

Liquidity and Capital Resources

     Our current  ratios at December 31, 2003 and December 31, 2002 were 1.3 and
0.8, respectively. Working capital at December 31, 2003 was $236,892 compared to
a negative  ($147,756) at December 31, 2002. Working capital increased primarily
from the proceeds received from the issuance of common stock and warrants.  This
amount  was  reduced by  financing  the  operations  of the  company  and by the
repayment of net amounts due officers for loans and payroll.

     Net cash provided by operating  activities  for the year ended December 31,
2003 was $185,700  compared to $515,162 of cash used for the year ended December
31, 2002. Cash provided by operating  activities for the year ended December 31,
2003 was  primarily  a result of an  increase  in  accounts  payable and accrued
expenses,  depreciation,  and stock warrants  issued for services,  offset by an
increase in accounts receivable and the net loss. Cash used in operations in the
period ended  December 31, 2002


                                       18
<PAGE>


was primarily from the net loss, an increase in inventory,  prepaid expenses and
deferred taxes,  offset by depreciation  and a decrease in accounts  receivable,
and an increase in accounts payable and accrued expenses,  deferred interest and
stock issued for services.

         Net cash used in investing  activities for the years ended December 31,
2003  and 2002 was  $112,358  and  $164,024,  respectively.  For the year  ended
December 31, 2003, cash was used to purchase equipment, computer software and to
apply for the  EraseYourHardDrive.com  patent.  For the year ended  December 31,
2002, cash was used to purchase property,  equipment, computer software and fund
leasehold improvements

         Net cash provided by financing  activities  for the year ended December
31,  2003 was  $142,430  and was  provided  for by the sale of common  stock and
warrants and reduced by payments on notes  payable and  principal  reductions on
capital lease  obligations.  Net cash provided by financing  activities  for the
year ended  December  31,  2003 was  $640,967,  and was  provided  by loans from
officers offset by principal payments on capital leases.

         We believe  that cash  generated  from  operations,  together  with our
available cash resources,  will be sufficient to meet our cash  requirements for
at least the next 12 months.  However,  we may need to raise additional funds to
finance  unanticipated  working capital requirements or to acquire complementary
businesses although we have not identified any specific acquisition candidates.


         Since the last quarter of 2001, there has been a general downward trend
of IT spending in the US and the rest of the world.  These less robust  machines
are not capable of supporting  the newest  operating  systems.  That fact,  when
coupled with the termination of manufacturer's support for widely used operating
systems,  such as  Microsoft's  Windows 95 and  Windows 98 (in  accordance  with
Microsoft's Life Cycle Support Policy),  leads us to believe that end-users will
be forced to  upgrade  their PC's in order to have  fully  functioning  PC's and
manufacturer supported operating systems.


         In 2004, we expect that US  corporations  will most likely  continue to
implement the  conversions to new operating  systems begun in the second half of
2003,  including  the  replacement  of PC computer  equipment,  resulting  in an
anticipated  greater source of used computer  equipment  becoming  available for
resale. In February 2004 Gartner reported,  "Strong PC market growth outside the
United  States,  coupled  with an  improving  economy has caused us to boost our
near-term PC market  forecast."  Gartner reported PC Unit shipment grew 10.8% in
2003 and  projects  it will grow 12.8% in 2004.  According  to a revised  report
published in December 2003 by International  Data Corporation  ("IDC"), a market
research  firm,  and a  unit  of  International  Data  Group,  worldwide  new PC
shipments in 2004 are expected to increase by 11.4% to 169.9 million units.

         We do not have any material commitments for capital expenditures nor do
we expect to incur any material commitments for capital expenses during 2004.

         We did not have any significant  elements of income or loss not arising
from continuing  operations in 2003 or 2002 and do not expect any in 2004. While
our business is marginally seasonal, we do not expect this seasonality to have a
material adverse affect on our results of operations or cash flows.  Off-Balance
Sheet Arrangements


The company does not have any off-balance sheet arrangements.

FACTORS AFFECTING FUTURE OPERATING RESULTS


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



                                       19
<PAGE>

Commission, all of which are incorporated herein by reference.


Uncertainty Of Future Financial Results

         We are a relatively newly formed business,  having commenced operations
in October 2001. We have only had three profitable  quarters,  the quarter ended
June 30, 2002,  the quarter ended June 30, 2003 and the quarter  ended  December
31,  2003,  since  we  commenced  operations.  At  December  31,  2003,  we  had
Stockholders'  Equity of $174,019.  Our future financial  results are uncertain.
There can be no assurance that we will continue to achieve profitability, and we
may  incur  losses  in  the   foreseeable   future.   Achieving  and  sustaining
profitability depends upon many factors,  including our ability to raise capital
when needed, the success of our various marketing programs,  and the maintenance
or reduction of expense levels.


Fluctuations In Future Quarterly Results

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


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


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


         We operate  solely in the  United  States and have no assets in foreign
countries. We sell and deliver computer systems, peripheral devices and parts to
more  than 100  customers  throughout  the  United  States  and on 5  continents
worldwide.  For the  years  ended  December  31,  2003,  our  top ten  customers
accounted for approximately 51% and 55% of our total revenues,  respectively. In
each of the periods  referred to, one of those  customers  was  Keystone  Memory
Group, a "related party" for accounting purposes.


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




                                       20
<PAGE>

         For the years ended  December 31, 2003 and 2002,  primarily  all of our
sales of computer  systems,  peripherals and parts were to remarketers  based in
the United States or brokers based both in and out of the United States for whom
we directly  exported  product.  For the years ended December 31, 2003 and 2002,
export  sales  comprised  31%  and  28%  of  revenue,  respectively.  All of our
purchases  and sales are  denominated  in US dollars  and we recorded no foreign
currency transaction gains or losses during any period.


         Although we are striving to broaden our market  focus to include  sales
to other markets,  such as financial services, in the immediate future we expect
that we will continue to derive a substantial percentage of our sales of product
to such brokers and remarketers. Accordingly, unfavorable economic conditions or
factors that relate to these  industries,  particularly any such conditions that
might result in reductions in capital expenditures or changes in such companies'
information processing system requirements, could have a material adverse effect
on our results of operations.


We Have No Significant Operating History For The AMG


         We  established  our AMG in the  fourth  quarter of 2002 and are in the
process of hiring and training  personnel to operate this group. At this time we
do not have any significant  AMG clients,  and there can be no assurance that we
will be successful in attracting or retaining the client base we need to achieve
profitability for the AMG.


We Rely On Merchandise Vendors As Sources For Our Products


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


         In the past,  we  purchased  a majority  of our  products  from a small
number  of  suppliers.  For the year  ended  December  31,  2002,  we  purchased
approximately  64% of our  products  from two  vendors  - 45%  from  IBM  Credit
Corporation   and  19%  from  Redemtech,   Inc.  As  we  have   established  our
relationships with other vendors, we have reduced our reliance on purchases from
IBM  and  Redemtech.  For  the  year  ended  December  31,  2003,  we  purchased
approximately  30% of our  products  from two  vendors  - 19%  from  IBM  Credit
Corporation and 11% from Qualtech  International  Corp.  Products purchased from
Redemtech,  Inc.  amounted to less than 1% of purchases made during 2003.  There
can be no  assurance,  however,  that any of these  vendors will  continue to do
business  with us.  The loss of these  vendors  would  significantly  impact our
ability to offer products for sale.

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


         We purchase and warehouse inventory, most of which is "as-is" or excess
inventory of personal computer equipment. As a result, we assume inventory risks
and  price  erosion  risks  for  these  products.


                                       21
<PAGE>


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


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


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


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


         We believe that cash  generated  from  operations,  together with other
available cash resources,  will be sufficient to meet our cash  requirements for
at least the next 12 months.  However,  we may need to raise additional funds to
finance  unanticipated  working capital  requirements  or acquire  complementary
businesses, although we have not identified any specific acquisition candidates.


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


         We Rely On Our Principal Stockholders/Executive Officers for Funding


         On April 24, 2002,  the Company  entered into a secured loan  agreement
with its principal stockholders. The agreement was amended on September 30, 2002
and on February 28, 2003 to extend


                                       22
<PAGE>


the maturity date. The loans are secured by  substantially  all of the assets of
the Company.  Each  principal  stockholder  loaned the Company  $110,000 (for an
aggregate  of  $550,000).  The loans bear  interest at the rate of 12% per annum
with  interest  only  payments  payable  monthly in arrears.  All  principal and
accrued  interest  is due and  payable on  January  31,  2005.  If funds are not
available  when the loans become due, our ability to carry out our business plan
could be adversely affected, and we may be required to scale back our growth and
operations, or liquidate the assets of the business to satisfy the loans.


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


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


The Industry In Which We Compete In Is Highly Competitive


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

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

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

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

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

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


No Dividends On Common Stock; Issuance Of Preferred Stock


         We do not have a history of paying  dividends on our Common Stock,  and
there can be no assurance that dividends will be paid in the foreseeable future.
We intend to use any  earnings,  which


                                       23
<PAGE>


may be generated to finance the growth of our businesses. Our Board of Directors
has the right to  authorize  the issuance of preferred  stock,  without  further
shareholder approval, the holders of which may have preferences over the holders
of the Common Stock as to payment of dividends.


Lack Of Trading and Liquidity of Our Common Stock


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


Dependence On Key Individuals


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


Name                                                  Position
------------------------------------ -------------------------------------------
Marc Sherman  ...................... Chairman, President and Chief Executive
                                     Officer, Director
Edward L. Cummings.................. Vice President, CFO, Treasurer, Director
David M. Harris..................... Vice President, Information Technology
                                     and Systems

Control By Principal Stockholders


         As a result of the completion of the Merger, Edward L. Cummings,  David
A. Loppert,  Carl C. Saracino,  Michael P. Sheerr and Marc Sherman,  who are all
executive  officers of the Company (except for Mr. Loppert who was removed as an
officer  on  February  19,  2004),  beneficially  own  approximately  75% of our
outstanding  Common  Stock.  Messrs.  Cummings,  Loppert,  Saracino,  Sheerr and
Sherman,  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




                                       24
<PAGE>

         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 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 7.


         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" in connection with some of
our product  sales.  DOA means "Dead On Arrival" and is a commonly  used term in
the computer  industry.  If provided to our customer,  this warranty  applies to
used computers,  disk drives,  CD drives or DVD drives that do not power-up when
they are received or, in some cases,  for a period of up to 60 days from receipt
and  provides  that the covered  equipment  can be returned for a full refund or
replacement  product, if available.  The decision whether to provide a refund or
replacement product is generally at our option, but in limited circumstances, it
may be at the customer's  option.  Based on an internal study by management,  we
determined  that less that 5% 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  for the  years  ended  December  31,  2003  and  2002.
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 has
provided for a valuation  allowance.  In addition,  the Company  operates within
multiple taxing  jurisdictions  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 and cash flows of the Company.



                                       25
<PAGE>



         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.  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.

Impact Of Recently Issued Accounting Standards

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

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

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation - Transition and Disclosure,  an amendment to SFAS No.
123, Accounting for Stock-Based  Compensation.  SFAS No. 148 amends SFAS No. 123
to provide  alternative methods of transition for a voluntary change to the fair
value method of accounting for stock-based employee  compensation.  In addition,
SFAS No.  148  amends  the  disclosure  requirements  of SFAS No. 123 to require
prominent   disclosures  in  both  annual  and  interim  financial   statements.
Disclosures  required  by this  standard  are  included  in the  notes  to these
financial statements. The transition provisions of this statement apply upon the
adoption of the SFAS No. 123 fair value based method. The Company did not change
its  method  of  accounting  for  employee  stock-based  compensation  from  the
intrinsic method to the fair value based alternative.

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

         In  November  2002,  the  FASB  issued  Interpretation  (FIN)  No.  45,
Guarantor's  Accounting and



                                       26
<PAGE>

Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness of Others. This interpretation  elaborates on the disclosures to be
made by a guarantor in its  financial  statements  about its  obligations  under
certain  guarantees  that it has issued.  It also  clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. The Company adopted
this  interpretation  in 2003,  which had no impact on the  Company's  financial
position or results of operations.

         In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised
December 2003), Consolidation of Variable Interest Entities, which addresses how
a business  enterprise  should evaluate  whether it has a controlling  financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest  Entities,  which was issued in January 2003.
The Company  will be required  to apply FIN 46R to  variable  interests  in VIEs
created after  December 31, 2003. For any VIEs that must be  consolidated  under
FIN 46R that were created before January 1, 2004,  the assets,  liabilities  and
noncontrolling  interests  of the VIE  initially  would  be  measured  at  their
carrying amounts with any difference between the net amount added to the balance
sheet and any previously  recognized interest being recognized as the cumulative
effect of an  accounting  change.  If  determining  the carrying  amounts is not
practicable, fair value at the date FIN 46R first applies may be used to measure
the assets,  liabilities  and  noncontrolling  interest of the VIE.  The Company
believes that the adoption of this standard will have no impact on its financial
position or results of operations.


ITEM 7.  FINANCIAL STATEMENTS


         Our financial  statements included in this Annual Report on Form 10-KSB
are listed in Item 13 and begin  immediately  after Item 14 on pages F-1 through
F-22.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE


         None


ITEM 8A. CONTROLS AND PROCEDURES


         EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


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


         As of December  31, 2003,  management,  including  the Chief  Executive
Officer and Chief  Financial  Officer,  conducted an  evaluation  of  disclosure
controls  and  procedures  pursuant to Exchange Act Rule 13a-14 as of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial  Officer have concluded the disclosure  controls and
procedures  currently in place are adequate to ensure  material  information and
other  information  requiring  disclosure



                                       27
<PAGE>


are  identified  and  communicated  in a  timely  fashion.  There  have  been no
significant changes in internal controls, or in factors that could significantly
affect internal controls, subsequent to the date the Chief Executive Officer and
Chief Financial Officer completed their evaluation


Part III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


AS of March 25, 2004, Our Directors and Executive Officers are:

Name                              Age               Position
--------------------------------- ---- -----------------------------------------
Marc Sherman                      40   Chairman, President and Chief Executive
                                       Officer, Director
R. Keith Elliott................  60   Director
Seth A. Grossman................  38   Director
Edward L. Cummings..............  55   Vice President, Chief Financial
                                       Officer, Treasurer
Carl C. Saracino................  34   Vice President, Operations
Michael P. Sheerr...............  47   Vice President, Sales
Robert D. Jackson...............  37   Vice President, Investor Relations
David Harris  ..................  41   Vice President, Information Technology
                                       and Systems

         Following the Merger,  Alfred D. Morgan, Saul Horing,  Robert Maerz and
Larry  Neuman,  who had served as officers  and  directors of Delta prior to the
Merger resigned those positions. Marc Sherman, David A. Loppert, Andrew Paciocco
and Constance K. Weaver were  appointed to fill the  vacancies.  In August 2002,
Constance K. Weaver resigned form the Board and in January 2003 R. Keith Elliott
was appointed to the Board to fill the vacancy.  Andrew  Paciocco  resigned from
the Board of Directors in May 2003. His vacancy has not been filled.


         Marc Sherman founded WindsorTech, Inc. in August 2001 and has served as
Chairman,  President and Chief Executive  Officer since then. His term of office
expires at the 2004 annual  meeting and he has  indicated  he is  available  for
reelection.  Mr. Sherman served as a director of 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.

         R. Keith  Elliott was  appointed  to the board of  directors in January
2003 to fill a vacancy.  His term of office  expires at the 2004 annual  meeting
and he has indicated he is available for reelection.  Mr. Elliott is the retired
chairman  and chief  executive  officer of  Hercules,  Inc. He had been  elected
chairman and chief  executive  officer of Hercules,  Inc. in 1997.  From 1991 to
April  2000,  he served  Hercules,  Inc.  as  Senior  Vice  President  and Chief
Financial  Officer;  Executive  Vice  President  and  Chief  Financial  Officer;
President and Chief Operating  Officer;  President and Chief Executive  Officer;
and  Chairman of the Board of  Directors.  Hercules,  Inc.  is a  multi-national
specialty  chemical   manufacturer  serving  the  paper,  water,   construction,
pharmaceutical,  food, consumer non-durable and adhesive markets and industries.
Mr. Elliott is a member of the Board of Directors of Checkpoint Systems, Inc., a
multi-national  manufacturer of electronic  labeling  systems used in the retail
industry to identify products and reduce theft,  Sithe Energies  Company,  which
develops peaking power plants based on gas, oil and coal fuels,


                                       28
<PAGE>


Wilmington Trust Company,  which provides customized financial  alternatives for
wealth  advisory  clients,  corporate  clients,  and regional  banking  clients,
Computer Task Group, an information  technology  staffing and solutions company,
and the  Institute  for  Defense  Analyses,  a  federally  funded  research  and
development  company.  He also serves as a member of the National Advisory Board
for the  University of South  Carolina.  Mr.  Elliott  serves as Chairman of the
Audit  Committee and is a member of the  Compensation  Committee of the Board of
Directors.  The Board of Directors has  determined  that Mr. Elliott is an Audit
Committee Financial Expert, as that term is defined in the rules issued pursuant
to the  Sarbanes-Oxley Act of 2002. This designation does not impose any duties,
obligations or  liabilities  that are greater than the duties,  obligations  and
liabilities  imposed  by  being a  member  of the  audit  committee  or board of
directors.  The Board of  Directors  has also  determined  that Mr.  Elliott  is
independent,  as that term is defined under the enhanced independence  standards
for audit  committee  members in the  Securities  Exchange Act of 1934 and rules
thereunder.



         Seth A. Grossman  joined the Board of Directors in November  2003.  His
term of office  expires at the 2004 annual  meeting and he has indicated that he
is available for  reelection.  Mr.  Grossman is the Executive Vice President and
Chief Strategic  Officer of Paxson  Communications  Corporation  (AMEX:PAX).  He
joined Paxson Communications in 1995 as its Director of Finance, before assuming
additional   responsibilities   as  SVP  of  Investor  Relations  and  Corporate
Development and then Chief Financial Officer. Prior to his tenure at Paxson, Mr.
Grossman  was a Senior  Associate  with  Houlihan,  Lokey,  Howard  &  Zukin,  a
specialty  investment  bank in New  York  where  he  concentrated  on  corporate
finance,  valuation advisory and restructuring.  Mr. Grossman was also a partner
with  McFerren  Holding  Co.,  a  Central  and  Eastern  European  privatization
consulting  firm. Mr. Grossman holds a BBA with  distinction from the University
of  Michigan  and  an  MBA  from  the  Harvard   Graduate   School  of  Business
Administration.  He currently  sits on the Board of the  Enterprise  Development
Corporation of South Florida, a not-for-profit technology enterprise development
concern. Mr. Grossman sits on the Audit and Compensation Committees of the Board
of Directors of the Company.


         Edward L. Cummings  co-founded  WindsorTech  and has served as its Vice
President,  Chief Financial Officer and Treasurer since inception.  Mr. Cummings
joined the Board of Directors of the Company in February  2004 to fill  vacancy.
He 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 C.  Saracino  co-founded  WindsorTech  and has  served as its Vice
President,  Operations since inception. He 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
thereto,  he served as  assistant  to Mr.  Sherman in  several of Mr.  Sherman's
businesses.


         Michael  P.  Sheerr  joined  WindsorTech  in  September  2001  as  Vice
President. He 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.


         Robert D. Jackson joined  WindsorTech in April 2002 as Vice  President,
Investor  Relations.



                                       29
<PAGE>


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 M.  Harris  joined  WindsorTech  in May  2002 as Vice  President,
Information   Technology  and  Systems.   Mr.  Harris  is  responsible  for  the
development,   implementation  and  maintenance  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.


         None of the Directors or Executive Officers of the Company:

     o    have filed a bankruptcy  petition or served as a general partner or an
          executive officer of any entity that has filed or had filed against it
          a bankruptcy petition;

     o    have been  convicted in a criminal  proceeding  or is the subject of a
          pending criminal proceeding;

     o    are  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction, permanently or temporarily enjoined, barred or suspended
          or  otherwise  limited in their  involvement  in any type of business,
          securities or banking activities; or

     o    have  been  found  by a court  of  competent  jurisdiction  in a civil
          action,  the Commission or the Commodity Futures Trading Commission to
          have violated  federal or state  securities or commodities law and the
          judgment has not been reversed, suspended or vacated.


Code of Ethics for Staff Members and Directors

The Company has adopted a Code of Ethics for Staff Members and Directors,  which
applies to all  employees,  including our Chief  Executive  and Chief  Financial
Officers.  The Code is available on the "Investor  Relations" portion of our web
site at www.windsortechinc.com.


Compliance with Section 16(a) of the Exchange Act


         The following directors, officers and beneficial owners of more that
10% of the common stock of the company failed to timely file Form 4 as required:

         Marc Sherman failed to file Form 4 upon acquiring 1,000,000 options. He
has since filed such report.

         Edward  L.  Cummings  failed  to  file  Form 4 upon  acquiring  250,000
options. He has since filed such a report.

         Carl C. Saracino failed to file Form 4 upon acquiring  150,000 options.
He has since filed such a report.

         Michael P. Sheerr failed to file Form 4 upon acquiring 150,000 options.
He has since filed such a report.



                                       30
<PAGE>

         R. Keith Elliott failed to file Form 4 upon acquiring  100,000 options.
He has since filed such a report.

         Seth A. Grossman failed to file Form 4 upon acquiring  225,000 options.
He has since filed such a report.








                                       31
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION


         The following table sets forth certain summary information concerning
the total remuneration paid in 2003 and 2002 to the Company's Chief Executive
Officer and its four other most highly compensated executive officers.

<TABLE>
<CAPTION>

                                             Summary Compensation Table
                                             --------------------------
                                                                               Long-Term Compensation
                                                                           --------------------------------
                                            Annual Compensation                   Awards          Payouts
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Securities                 All
                                                                                                Underlying                 Other
                                                                  Other Annual      Restricted    Options/     LTIP     Compensation
     Name and Principal                                           Compensation        Stock       SAR's      Payouts
       Position (1)           Year    Salary ($)    Bonus($)(2)        ($)            Awards ($)   (#)          (#)          (#)
------------------------------------------------------------------------------------------------------------------------------------

<S>                           <C>     <C>                          <C>                         <C>           <C>            <C>
Marc Sherman                  2003    $ 163,384            -       $ 6,000              -      1,000,000     $   -          $  -
   Chairman, CEO and          2002    $ 100,000     $ 13,000       $ 2,500              -        125,000     $   -          $  -
   President

Edward L. Cummings            2003    $ 120,115            -       $ 6,000              -        250,000     $   -          $  -
   Vice President,
Treasurer                     2002    $ 100,000     $ 13,000       $ 2,500              -        100,000     $   -          $  -
   and CFO

David A. Loppert(3)           2003    $ 143,192            -       $ 6,000              -        500,000     $   -          $  -
   Director, Vice
President,                    2002    $ 100,000     $ 13,000       $ 2,500              -        125,000     $   -          $  -
   Secretary

Carl C. Saracino              2003    $ 120,115            -       $ 6,000              -        150,000     $   -          $  -
   Vice President,            2002    $ 100,000     $ 13,000       $ 2,500              -        100,000     $   -          $  -

Michael P. Sheerr             2003    $ 120,115            -       $ 6,000              -        150,000     $   -          $  -
   Vice President             2002    $ 100,000     $ 13,000       $ 2,500              -        100,000     $   -          $  -

</TABLE>

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

     (1). See  "Employment  Contracts"  below for  agreements  entered into with
          executive officers on October 1, 2001.

          (1)  (2). The bonuses were satisfied by the issuance of 500,000 shares
               of restricted stock to each of the named executive officers.  The
               shares were valued at $0.026 per share.

          (3)  On   February   19,2004,   by  Action  of  Consent  of   Majority
               Shareholders,  David A.  Loppert  was  removed  from the Board of
               Directors. Thereafter, the Board of Directors removed Mr. Loppert
               as an officer of the Company.

Option Grants in Last Fiscal Year

         The following table contains information concerning the grant of Stock
Options to the named executive officers during 2003:

<TABLE>
<CAPTION>


                                                  Individual Grants
                       --------------------------------------------------------------------------------------------
        Name               Number of
                           Securities         % of Total
                           Underlying       Options Granted                                        Grant Date
                        Options Granted      Employees in    Exercise Price                        Present Value ($)
                            (#) (1)             2002             ($/Sh)     Expiration Date           (1)
---------------------- ------------------------------------------------------------------------ -------------------
<S>                       <C>                   <C>              <C>                  <C>        <C>
Marc Sherman              1,000,000             33.7%            $ 2.00          Dec -14          $1,710,000
Edward L. Cummings          250,000              8.4%            $ 2.00          Dec -14          $  427,500
David A. Loppert            500,000             16.9%            $ 2.00          Dec -14          $  855,000
Carl C. Saracino            150,000              5.1%            $ 2.00          Dec -14          $  256,500
Michael P. Sheerr           150,000              5.1%            $ 2.00          Dec -14          $  256,500

</TABLE>

----------------------
(1)  Based on the grant date present value of $1.71 per option share which was
     derived using the Black-Scholes option pricing model and is not intended to
     forecast future appreciation of the Company's common share price. The
     Black-Scholes model was used with the following assumptions: dividend yield
     of 0%; expected volatility of 127.4%; risk-free interest rate of 3.16%; and
     expected lives of 5 years.



                                       32
<PAGE>

Option Exercises and Fiscal Year-End Values


         The following  table sets forth  information  with respect to the named
executive   officers   concerning  the  exercise  of  options  during  2003  and
unexercised options held on December 31, 2003:

<TABLE>
<CAPTION>


                             Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

                                                      Number of Securities
                                                      Underlying Unexercised         Value of Unexercised
                                                     Options at Year End 2003    In-The-Money Options at Year
                              Exercised in 2003                 (#)                      End 2003 ($)
                       ---------------------------- ------------------------------------------------------------
         Name          Shares
                    Acquired Upon    Value
                    Exercise (#)    Realized ($)      Exercisable  Unexercisable  Exercisable    Unexercisable
--------------------------------------------------- ------------------------------------------------------------
<S>                                     <C>            <C>         <C>            <C>             <C>
Marc Sherman             -              $--            375,000     1,000,000      1,509,000       2,050,000

Edward L. Cummings       -              $--            350,000       250,000      1,408,400         512,500

David A. Loppert         -              $--            375,000       500,000      1,509,000       1,025,000

Carl C. Saracino         -              $--            350,000       150,000      1,408,400         307,500

Michael P. Sheerr        -              $--            350,000       150,000      1,408,400         307,500


</TABLE>


Compensation Pursuant to Plans


         Other than as  disclosed  above,  the Company has no plans  pursuant to
which cash or  non-cash  compensation  was paid or  distributed  during the last
fiscal  year,  or is proposed to be paid or  distributed  in the future,  to the
individuals described above.

Compensation of Directors


         Beginning  in the first  quarter  of 2002,  the  non-employee  director
compensation  was changed from receiving no compensation to fixed quarterly fees
in the amount of $1,500 per non-employee director.  Such fee may be paid in cash
or in shares of the  Company's  Common  Stock,  at the  election of the board of
directors.  Reasonable travel expenses are reimbursed when incurred. Individuals
who become directors of the Company are automatically  granted, on the date they
become  directors,  an initial  non-qualified  stock option to purchase  125,000
shares of Common  Stock,  $.01 par value,  at the closing price of the Company's
Common Stock, expiring ten years from the grant date. Directors who are not also
executive  officers are not eligible to participate in any other benefit plan of
the Company.


Compensation Committee Interlocks and Insider Participation


         None.


Employment Contracts and Termination of Employment, and Change-in-Control
Arrangements

         The Company entered into employment and non-compete agreements with the
following named executive officers on October 1, 2001.


Name                  Length              Commencing       Base Compensation
--------------------------------------------------------------------------------
Marc Sherman           1 Year(1)      October 1, 2001           $  100,000  (2)
                                                                            (3)
Edward L. Cummings     1 Year(1)      October 1, 2001           $  100,000  (2)
                                                                            (4)
David A. Loppert(6)    1 Year(1)      October 1, 2001           $  100,000  (2)
                                                                            (5)
Carl C. Saracino       1 Year(1)      October 1, 2001           $  100,000  (2)
                                                                            (4)
Michael P. Sheerr      1 Year(1)      October 1, 2001           $  100,000  (2)
                                                                            (4)
------------------------------------------

(1)  Automatically  renewed for  successive  additional  one-year  terms on each
     anniversary unless either the employee or the Company gives the other party
     30 days notice of non-renewal  prior to an anniversary date. The employment
     agreements include certain early termination



                                       33
<PAGE>


     provisions in the event of the employee's  death,  retirement,  or upon the
     occurrence  of certain  events of  defaults  in  performance  by either the
     Company or the employee, as applicable.

(2)  $50,000 per annum for the period from  October 1, 2001 to December 31, 2001
     then increasing to $100,000 per annum effective January 1, 2002.

(3)  $200,000 per annum, effective June 1, 2003.

(4)  $125,000 per annum, effective June 1, 2003.

(5)  $165,000 per annum, effective June 1, 2003.

(6)  The Company has notified  Mr.  Loppert that it does not intend to renew his
     employment contract.

Key provisions of Employment and Non-Compete Agreements

Compensation.  In  addition  to the base  compensation  of each named  executive
listed  above,  each  named  executive  is  entitled  to receive  such  bonuses,
incentive compensation,  and other compensation,  if any, as the Company's board
of  directors  or  the  compensation  committee  thereof,  or  other  designated
committee shall award such executive from time to time whether in cash,  Company
stock,   stock  options,   other  stock  based   compensation,   other  form  of
remuneration, or any combination of the foregoing.


Option Grant.  Each executive was granted an option to acquire 250,000 shares of
the  Company's  common stock at $0.26 per share,  exercisable  at any time after
October 1, 2001 and on or before December 31, 2010.


Change of  Control.  In the event of a change in  control  of the  Company,  all
options  granted to the  executives  will  immediately  vest,  to the extent not
already vested, and will become exercisable in accordance with the plan or terms
and conditions  under which they were granted.  If, after the  announcement of a
change in control,  an executive  is  terminated  by the Company  other than for
cause,  then the executive's base  compensation will be increased to three times
the current base  compensation and such amount shall be payable in a lump sum to
the  executive  in US  dollars  within  30 days of the  date of  termination  of
employment.


Excise  Gross  Up.  In the event  that any  payment  or  benefit  payable  to an
executive  under his employment  contract,  and/or under any other  agreement or
arrangement  with the Company or any person whose actions  result in a change of
control of the Company, is covered by Section 280G(b)(2) of the Internal Revenue
Code of 1986 and is subject to the excise tax under Section 4999 of the Internal
Revenue  Code of  1986,  as  amended,  the  Company  will pay the  executive  an
additional amount that covers all excise taxes incurred or to be incurred by the
executive  because of any such payment or benefit,  plus an additional amount to
cover all federal and state income taxes and excise taxes on the initial  excise
gross up payment.


Vesting of Options.  In the event of termination of the  executive's  employment
for any  reason  other  than  termination  by the  Company  due to his  material
default, as described in the employment  contract,  all stock options granted to
him by the Company (or any  subsidiary or affiliate)  whether  granted under and
pursuant to a plan or  otherwise,  will become  immediately  exercisable  to the
extent  not  already   exercisable  and  will  remain  exercisable  until  their
expiration date.


Non-Compete Provisions.  During the employment term and for a period of one year
after  termination of employment,  if such termination is either  voluntarily by
the  executive,  or for cause by the Company,  the  executive  shall not engage,
directly  or  indirectly,  either  on his own  behalf  or on behalf of any other
person, firm,  corporation or other entity, in any business competitive with the
business  of the  Company,  in any  geographic  area in  which  the  Company  is
conducting  business during such  executive's  employment term or at the time of
termination  of  executive's  employment,  or own more than 5% of any such firm,
corporation or other entity. In addition, the executive must furnish the Company
with such  information,  as the Company shall from time to time request in order
to determine that executive is in


                                       34
<PAGE>


compliance with his non-compete agreement.


ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SHAREHOLDERS


Ownership of Equity Securities in the Company


         The  following  table  sets  forth  information   regarding  beneficial
ownership of the Company's  Common Stock by each director and by each  executive
officer  named in the Summary  Compensation  Table and by all the  directors and
executive officers as a group as of December 31, 2003:

<TABLE>
<CAPTION>


-------------------- ------------------------------------------- -------------------------- --------------------------
                                                                    Amount and Nature of
 Title of Class        Name and Address of Beneficial Owner         Beneficial Owner(1)         Percent of Class
-------------------- ------------------------------------------- -------------------------- --------------------------
<S>                                                                          <C>                           <C>
Common               Edward L. Cummings                                      2,711,200                     16.7%
                     c/o 70 Lake Drive
                     Hightstown, NJ 08520
-------------------- ------------------------------------------- -------------------------- --------------------------
Common               R. Keith Elliott                                          125,000                      *
                     c/o 70 Lake Drive
                     Hightstown, NJ 08520
-------------------- ------------------------------------------- -------------------------- --------------------------
Common               Seth A. Grossman                                          125,000                      *
                     c/o 70 Lake Drive
                     Hightstown, NJ 08520
-------------------- ------------------------------------------- -------------------------- --------------------------
Common               David A. Loppert (2)                                    2,762,000                     17.0%
                     c/o 70 Lake Drive
                     Hightstown, NJ 08520
-------------------- ------------------------------------------- -------------------------- --------------------------
Common               Carl C. Saracino                                        2,665,000                     16.4%
                     c/o 70 Lake Drive
                     Hightstown, NJ 08520
-------------------- ------------------------------------------- -------------------------- --------------------------
Common               Michael P. Sheerr                                       2,694,000                     16.6%
                     c/o 70 Lake Drive
                     Hightstown, NJ
-------------------- ------------------------------------------- -------------------------- --------------------------
Common               Marc Sherman (3)                                        2,760,300                     17.0%
                     c/o 70 Lake Drive
                     Hightstown, NJ 08520
-------------------- ------------------------------------------- -------------------------- --------------------------
Common               All Directors and Executive  Officers as a             14,392,500                     88.5%
                     Group (9 Persons)
-------------------- ------------------------------------------- -------------------------- --------------------------

</TABLE>



*    The amount shown is less than 1% of the outstanding shares of common stock.


1.   This table includes  presently  exercisable  stock  options.  The following
     directors and executive  officers hold the number of presently  exercisable
     options  (all of which may be  exercised  at any time) set forth  following
     their respective  names:  Edward L. Cummings - 350,000;  R. Keith Elliott -
     125,000;  Seth A. Grossman - 125,000;  David A. Loppert - 375,000;  Carl C.
     Saracino - 350,000;  Michael P. Sheerr - 350,000;  Marc  Sherman - 375,000;
     and  all  directors  and  executive  officers  as a  group  (9  persons)  -
     2,300,000.  The following  directors and executive officers hold the number
     of unexercisable options set forth following their respective names: Edward
     L.  Cummings -  250,000;  R. Keith  Elliott - 100,000;  Seth A.  Grossman -
     100,000; David A. Loppert - 500,000; Carl C. Saracino - 150,000; Michael P.
     Sheerr - 150,000; Marc Sherman - 1,000,000; and all directors and executive
     officers as a group (9 persons) - 2,550,000.

2.   Includes 87,000 shares  beneficially  owned by Mr.  Loppert's  children for
     whom Mr. Loppert has sole voting and dispositive power.

3.   Includes 85,300 shares  beneficially  owned by Mr.  Sherman's  children for
     whom Mr. Sherman has sole voting and dispositive power.

         As of March 25, 2004,  there are no persons  known to the Company other
than the directors and executive officers shown in the preceding table to be the
beneficial  owners  of more  than  five  percent  of the  Company's  issued  and
outstanding Common Stock:

Securities authorized for issuance under equity compensation plans

         This  information  is presented in Part II, Item 5 - "Market for Common
Equity and Related Stockholder Matters" above.



                                       35
<PAGE>



ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Loans from Principal Stockholders/Executive Officers


         A.  On  October  12,  2001  the  Company  executed  a  Variable  Amount
Promissory  Note in the  amount of  $250,000  in favor of David A.  Loppert,  an
executive  officer and director of the Company in consideration  for Mr. Loppert
extending  to the  Company a  revolving  line of credit of up to  $250,000.  The
amounts  outstanding were due on demand and bore interest at the rate of 12% per
annum.  Interest  payments were paid monthly in arrears.  The highest  principal
amount outstanding on the loan was $158,170.  The Company repaid the outstanding
balance on April 24, 2002.


         B. On April 24, 2002, the Company entered into a secured loan agreement
with its  principal  stockholders  in order to provide the Company  with working
capital.  The  agreement  was amended on September  30, 2002 and on February 28,
2003 to extend the maturity date. The loans are secured by substantially  all of
the  assets of the  Company.  Each  principal  stockholder  loaned  the  Company
$110,000 (for an aggregate of $550,000).  The Company has repaid $10,000 on each
loan. The balance remaining is as follows:

                             Amount of
    Name                        Loan           Maturity        Interest Rate
    ---------------------  --------------  -----------------  ---------------
    Marc Sherman              $100,000      January 31, 2005         12%
    Edward L. Cummings        $100,000      January 31, 2005         12%
    David A. Loppert          $100,000      January 31, 2005         12%
    Carl C. Saracino          $100,000      January 31, 2005         12%
    Michael P. Sheerr         $100,000      January 31, 2005         12%


         The loans bear interest at the rate of 12% per annum with interest only
payments  payable monthly in arrears.  All principal and accrued interest is due
and payable on January 31, 2005. The loan agreement, as amended, provides, among
other standard and customary  terms,  that when the Company  arranges  permanent
long  or  short-  term  financing,  the  principal  stockholder  loans  will  be
subordinate to such permanent financing, if required.


         At maturity, at the election of the principal stockholders, the Company
shall  repay  such loans in cash or in a  combination  of cash and shares of the
Company's  Common Stock,  with such stock valued at the current  "market  value"
determined by a professional valuation service. For example, if each stockholder
elects to  receive  all of his loan  repayment  in  common  stock,  and if,  for
illustrative  purposes  only, the value of each share of common stock is $.01 at
maturity,  the Company will be required to issue 55,000,000 shares of its common
stock.  In this  scenario,  the Company  will be required to obtain  shareholder
approval  to  increase  its  authorized  share  capital  so that  there  will be
sufficient  shares  available  for issuance.  If the  Company's  common stock is
publicly  traded at the time of  maturity,  the current  "market  value" will be
based on the average of the closing  price for the ten business  days  preceding
the maturity  date. If the Company's  common stock is not publicly  traded,  the
method of valuation will be selected by the professional valuation service.


         The  Company  and  the  principal  stockholders  also  entered  into an
Intercreditor  Agreement dated as of April 24, 2002, that provides,  among other
standard  and  customary  terms,  that  until  all  liabilities  under  the loan
agreement have been paid in full, any payments made by the Company in respect of
the loans  shall be made in equal  amounts  to and among the  lenders,  who will
apportion  all  amounts  so  paid  to  any  of  them  in  accordance   with  the
Intercreditor Agreement so that no lender receives any payments from the Company
before or in  preference to any other lender.  Additionally,  the  Intercreditor
Agreement


                                       36
<PAGE>


would  provide  for  equal  treatment  of the  lenders  in  connection  with any
bankruptcy, insolvency,  receivership,  liquidation or dissolution proceeding of
the Company.


         C. In October  2002,  the  Company  executed  Company  Variable  Amount
Promissory  Notes,  each in the  amount of  $125,000  in favor of each of Edward
Cummings, David Loppert, Carl C. Saracino, Michael Sheerr and Marc Sherman, each
an executive officer and principal  stockholder of the Company, in consideration
for each executive  extending to the Company a revolving line of credit of up to
$125,000.  The amounts  outstanding  are due on demand and bear  interest at the
rate of 12% per annum.  Interest  payments  are paid  monthly in arrears.  As of
December  31, 2003,  $7,192 was due under these notes.  As of December 31, 2002,
$341,020 was due under these notes.


Sales to Related Party


         The Company had sales to Keystone  Memory Group, a customer  related to
Marc Sherman,  Chairman and CEO, and Michael Sheerr, Vice President, both of who
are principal  stockholders  of the Company.  Keystone  Memory Group is owned by
Michael P. Sheerr and his wife.  Mrs. Sheerr is Marc Sherman's  sister.  Neither
Mr. Sherman nor Mr. Sheerr has any business experience with Keystone.


         The Company also had sales to Micro Memory Bank, a customer  related to
Michael Sheerr, Vice President,  who is a principal  stockholder of the Company.
Micro Memory Bank is owned by Michael Sheerr's brother. Mr. Sheerr does not have
any business experience with Micro Memory Bank.


         Sales to Keystone amounted to approximately $938,000 and $1,160,000 for
the years ended December 31, 2003 and 2002,  respectively.  Accounts  receivable
from  Keystone  amounted to $37,173  and $3,261 at  December  31, 2003 and 2002,
respectively.


         Sales to Micro Memory Bank amounted to approximately $20,000 and $3,000
for the years  ended  December  31,  2003 and 2002,  respectively.  There was no
amount due from Micro Memory Bank at December 31, 2003 or December 31, 2002.


         Keystone primarily sells memory upgrades for Sun, HP, Cisco, Compaq and
IBM  workstations,  servers and  personal  computers  as well as other  computer
parts.  We sell  personal  computer  memory  modules  to  Keystone  in bona fide
arms-length  negotiated  transactions  at competitive  fair market  prices.  The
products primarily consist of 32Mb, 64Mb, 128Mb and 256Mb RAM, or "Random Access
Memory," modules.


         Micro  Memory  Bank   manufactures   and  sells   memory   modules  for
workstations,  servers and personal computers.  We sell personal computer memory
modules to Micro Memory Bank in bona fide arms-length negotiated transactions at
competitive fair market prices.  The products  primarily  consist of 32Mb, 64Mb,
128Mb and 256Mb RAM or "Random Access Memory" modules.

Shares issued to Principal Stockholders/Executive Officers

<TABLE>
<CAPTION>


                                                                                    Number of
Principal Stockholder/                                                                Common
Executive Officer            Date Issued     Note            Issued For               Shares
-----------------            -----------     ----            ----------               ------
<S>                                 <C>                                             <C>
Edward L. Cummings            Oct - 2001       A        Capital Contribution        5,000,000
                              Jan - 2002       B        Merger Consideration        1,800,000
                              Dec - 2002       C            Compensation              500,000

David A. Loppert              Oct - 2001       A        Capital Contribution        5,000,000
                              Jan - 2002       B        Merger Consideration        1,800,000
                              Dec - 2002       C            Compensation              500,000



                                       37
<PAGE>


Carl C. Saracino              Oct - 2001       A        Capital Contribution        5,000,000
                              Jan - 2002       B        Merger Consideration        1,800,000
                              Dec - 2002       C            Compensation              500,000


Michael P. Sheerr             Oct - 2001       A        Capital Contribution        5,000,000
                              Jan - 2002       B        Merger Consideration        1,800,000
                              Dec - 2002       C            Compensation              500,000


Marc Sherman                  Oct - 2001       A        Capital Contribution        5,000,000
                              Jan - 2002       B        Merger Consideration        1,800,000
                              Dec - 2002       C            Compensation              500,000

</TABLE>


         A. In October  2001,  WindsorTech,  Inc.  (New Jersey  company) sold an
aggregate of 50,000 shares of its common to Edward Cummings, David Loppert, Carl
C. Saracino,  Michael Sheerr and Marc Sherman in consideration  for $50,000 from
each of them.  In January  2002,  WindsorTech,  Inc.  (New  Jersey  corporation)
effected a 100:1 stock split. These shares were restricted within the meaning of
the Securities Act of 1933.

         B. On January 30, 2002, in connection with the Merger,  Delta issued an
aggregate of  9,000,000  shares of its common  stock to Edward  Cummings,  David
Loppert, Carl C. Saracino, Michael Sheerr and Marc Sherman in exchange for their
25,000,000 shares of common stock in WindsorTech, Inc. (New Jersey corporation).
The  9,000,000  shares of common  stock were valued at  $250,000,  or $.0278 per
share.  These shares are restricted  within the meaning of the Securities Act of
1933.

         C. In  December  2002,  the  Compensation  Committee  of the  Board  of
Directors awarded each executive  officer a $13,000 bonus,  payable in shares of
the Company's  restricted  common stock. Each executive officer received 500,000
restricted shares of common stock valued at $0.026 per share.


ITEM 13. EXHIBITS, REPORTS ON FORM 8-K AND FINANCIAL STATEMENTS


Exhibits
           See List of Exhibits filed as part of this Report on Form 10-KSB.

Reports on Form 8-K

            Form 8K filed on February 20, 2004, incorporated by reference

The financial statements listed below appear immediately after page 42.

Independent Auditors' Report                                               F-1
Financial Statements
         Balance Sheet                                                     F-2



                                       38
<PAGE>

         Statement Of Operations                                           F-3
         Statement Of Stockholders' Equity (Deficit)                       F-4
         Statement Of Cash Flows                                           F-5
         Notes To Financial Statements                              F-6 - F-22



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



During  2003 and  2002,  we paid the  following  fees,  including  out of pocket
expense reimbursements, to Rubin, Brown, Gornstein & Co. LLP:



                                               2003                2002
                                            --------             --------
       Audit Fees                           $ 55,265            $ 42,060

       Audit-Related Fees (1)                  7,000               4,600

       Tax Fees (2)                            6,200               6,200

       All Other Fees (3)                     20,600                 ---

       Total                                $ 89,065            $ 52,860


     (1)  Audited-related   fees  include   consultation   concerning  financial
          accounting and reporting  standards,  and work performed in connection
          with registration statements filed with the SEC.

     (2)  Tax Fees  include tax planning  and  compliance  for federal and state
          income taxes.

     (3)  All Other Fees represents a manufacturing  process review conducted in
          2003.

WindsorTech,  Inc.'s Audit Committee approves the engagement of an accountant to
render  all  audit  and  non-audit  services  prior  to  the  engagement  of the
accountant  based upon a proposal by the  accountant of estimated fees and scope
of the engagement.  WindsorTech, Inc.'s Audit Committee has received the written
disclosure  and the letter from Rubin,  Brown,  Gornstein & Co. LLP  required by
Independence  Standards  Board  Standard No. 1, as currently in effect,  and has
discussed with Rubin, Brown, Gornstein & Co. LLP their independence.

SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                                     WINDSORTECH, INC.
                                                     (Registrant)



                                       39
<PAGE>


Dated:   March 25, 2004                       By:    /s/ MARC SHERMAN
                                                    -------------------------
                                                     Marc Sherman
                                                     Chief Executive Officer

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>


               Signature                                 Title                                  Date
               ---------                                 -----                                  ----
<S>                                                                                              <C> <C>
           /s/ MARC SHERMAN                  Chairman of the Board, Chief                  March 25, 2004
---------------------------------------     Executive Officer and President
            (Marc Sherman)

        /s/ EDWARD L. CUMMINGS            Vice President, Treasurer and Chief              March 25, 2004
---------------------------------------      Financial Officer (Principal
          Edward L. Cummings                Financial Officer and Principal
                                                  Accounting Officer)

         /s/ SETH A. GROSSMAN                          Director                            March 25, 2004
---------------------------------------
           Seth A. Grossman

         /s/ R. KEITH ELLIOTT                          Director                            March 25, 2004
---------------------------------------
           R. Keith Elliott


</TABLE>




                                       40
<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
                  000-07539)).

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

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

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

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

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

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

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

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

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

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

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

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

         10.10    Amendment to Loan Agreement by and among Marc Sherman,  Edward
                  L. Cummings,  David A. Loppert,  Carl C. Saracino,  Michael P.
                  Sheerr and WindsorTech,  Inc., on and as of September 30, 2002
                  (Incorporated   herein  reference  to  Exhibit  10.10  to  the
                  Registrant's  Quarterly  Report on Form 10-QSB  filed with the
                  Commission  on  November  11,  2002  (Commission  file  number
                  000-07539)).

         12.1***  Statement re computation of ratios.



                                       41
<PAGE>


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

         31.1***  CEO Certification

         31.2***  CFO Certification

         32.1***  Certifications  Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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

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



<PAGE>


Contents
--------------------------------------------------------------------------------

                                                                            Page

Independent Auditors' Report.................................................F-1


Financial Statements

    Balance Sheet............................................................F-2

    Statement Of Operations..................................................F-3

    Statement Of Stockholders' Equity (Deficit)..............................F-4

    Statement Of Cash Flows..................................................F-5

    Notes To Financial Statements.....................................F-6 - F-22


<PAGE>


                          Independent Auditors' Report


Board of Directors and Stockholders
Windsortech, Inc.
Hightstown, New Jersey


We have audited the accompanying balance sheets of Windsortech, Inc. as of
December 31, 2003 and 2002 and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Windsortech, Inc. as of
December 31, 2003 and 2002 and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

/s/ Rubin, Brown, Gornstein & Co. LLP

St. Louis, Missouri
January 23, 2004


<PAGE>


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


                                                Assets

<S>                                                                    <C>                 <C>
                                                                                   December 31,
                                                                       -------------------------------
                                                                              2003                2002
                                                                       -------------------------------
Current Assets
  Cash and cash equivalents                                            $   270,155         $    54,383
  Accounts receivable, net of allowance of $20,000
    and $10,000 in 2003 and 2002, respectively                             223,326              21,736
  Accounts receivable - related party                                       37,173               3,261
  Inventories                                                              358,380             427,140
  Prepaid income taxes                                                          --              72,000
  Prepaid expenses                                                          46,906              22,049
  Deferred income taxes                                                     14,528              44,948
--------------------------------------------------------------------------------------------------------
      Total Current Assets                                                 950,468             645,517

Property And Equipment, Net                                                263,187             246,816

Deferred Income Taxes                                                      112,492              82,072

Other Assets                                                                64,851              39,587
--------------------------------------------------------------------------------------------------------

                                                                       $ 1,390,998         $ 1,013,992
========================================================================================================

                 Liabilities And Stockholders' Equity (Deficit)

Current Liabilities
  Current maturities of capital lease obligations                      $     7,555         $     9,709
  Accounts payable                                                         268,958             252,358
  Accrued expenses                                                         152,796             122,186
  Accrued payroll - principal stockholders                                 277,075              60,000
  Notes payable - principal stockholders, current portion                    7,192             349,020
--------------------------------------------------------------------------------------------------------
      Total Current Liabilities                                            713,576             793,273

Notes Payable - Principal Stockholders                                     500,000             500,000

Capital Lease Obligations                                                    3,403              10,988
--------------------------------------------------------------------------------------------------------

      Total Liabilities                                                  1,216,979           1,304,261
--------------------------------------------------------------------------------------------------------

Commitments And Contingencies (Note 11)

Stockholders' Equity (Deficit)
  Preferred shares: authorized 5,000,000 in 2003
    and 2002, $0.01 par value, none issued                                      --                  --
  Common shares: authorized 35,000,000 in 2003 and 2002,
    $0.01 par value; 16,468,754 shares issued and outstanding
    in 2003 and 14,914,168 issued and outstanding in 2002                  164,688             149,142
  Common stock warrants                                                    116,000                  --
  Additional paid-in capital                                               658,599             176,648
  Retained earnings (deficit)                                             (765,268)           (616,059)
--------------------------------------------------------------------------------------------------------
      Total Stockholders' Equity (Deficit)                                 174,019            (290,269)
--------------------------------------------------------------------------------------------------------

                                                                       $ 1,390,998         $ 1,013,992
========================================================================================================


See the accompanying notes to financial statements.Page F-2

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                    Windsortech, Inc.
-----------------------------------------------------------------------------------------
                                 STATEMENT OF OPERATIONS


                                                                  For The Years
                                                                 Ended December 31,
                                                   -------------------------------------
                                                             2003                 2002
-----------------------------------------------------------------------------------------

<S>                                                  <C>                  <C>
Revenue                                              $  7,484,472         $  6,543,147

Cost Of Sales                                           5,492,061            5,659,446
-----------------------------------------------------------------------------------------

Gross Profit                                            1,992,411              883,701

Selling, General And Administrative Expenses            1,988,091            1,509,339

Depreciation And Amortization                              71,973               20,621

Interest Expense                                           79,656               59,052
-----------------------------------------------------------------------------------------

Loss Before Income Taxes                                 (147,309)            (705,311)

Provision (Benefit) For Income Taxes                        1,900             (126,620)
-----------------------------------------------------------------------------------------

Net Loss                                             $   (149,209)        $   (578,691)
=========================================================================================

Net Loss Per Common Share - Basic and Diluted        $     (0.010)        $     (0.049)
=========================================================================================

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted                      15,661,593           11,757,159
=========================================================================================


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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                          Windsortech, Inc.
------------------------------------------------------------------------------------------------------------------------------------
                                             STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                           For The Years Ended December 31, 2003 And 2002


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

<S>                                                   <C>          <C>          <C>          <C>          <C>            <C>
Balance - January 1, 2002                             9,000,000    $  90,000    $      --    $ 160,000    $  (37,368)    $  212,632

Merger Consideration - Delta States Oil, Inc. (1)     2,999,168       29,992           --      (29,992)           --             --

Shares Issued For Compensation                        2,915,000       29,150           --       46,640            --         75,790

Net Loss                                                     --           --           --           --      (578,691)      (578,691)
------------------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2002                          14,914,168      149,142           --      176,648      (616,059)      (290,269)

Common Stock Issued                                   1,554,586       15,546           --      481,951            --        497,497

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

Net Loss                                                     --           --           --           --      (149,209)      (149,209)
------------------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2003                          16,468,754    $ 164,688    $ 116,000    $ 658,599    $ (765,268)    $  174,019
====================================================================================================================================

<FN>

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

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

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


<PAGE>

<TABLE>
<CAPTION>
                                            Windsortech, Inc.
--------------------------------------------------------------------------------------------------------
                                         STATEMENT OF CASH FLOWS


                                                                                  For The Years
                                                                               Ended December 31,
                                                                        --------------------------------
                                                                              2003              2002
                                                                        --------------------------------
<S>                                                                     <C>               <C>
Cash Flows From Operating Activities
  Net loss                                                               $(149,209)        $(578,691)
  Adjustments to reconcile net loss to net cash provided
    by (used in) operating activities:
      Depreciation and amortization                                         71,973            20,621
      Deferred interest on notes payable - principal stockholders               --            45,721
      Deferred income taxes                                                     --          (127,020)
      Common stock issued for services                                          --            75,790
      Stock warrants issued for services                                    60,000                --
      Change in assets and liabilities:
        Accounts receivable                                               (235,502)           98,936
        Inventories                                                         68,760          (149,232)
        Prepaid expenses and other current assets                           47,143           (77,186)
        Other assets                                                        (1,250)             (300)
        Accounts payable and accrued expenses                              323,785           176,199
--------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used In) Operating Activities                        185,700          (515,162)
--------------------------------------------------------------------------------------------------------

Cash Flows Used In Investing Activities
  Payments for patent                                                      (24,216)               --
  Payments for property and equipment                                      (88,142)         (164,024)
--------------------------------------------------------------------------------------------------------
Net Cash Used In Investing Activities                                     (112,358)         (164,024)
--------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
  Proceeds from the issuance of common stock and warrants                  493,997                --
  Net proceeds (repayments) from notes
    payable - principal stockholders                                      (341,828)          647,299
  Payments on capital lease obligations                                     (9,739)           (6,332)
--------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                  142,430           640,967
--------------------------------------------------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash Equivalents                       215,772           (38,219)

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

Cash And Cash Equivalents - End Of Period                                $ 270,155         $  54,383
========================================================================================================

Supplemental Disclosure Of Cash Flow Information
  Income taxes paid (refunds received)                                   $ (70,800)        $  72,400
  Interest paid                                                            114,980            13,331
--------------------------------------------------------------------------------------------------------
Noncash investing and financing activities (Note 13)
--------------------------------------------------------------------------------------------------------
</TABLE>


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

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

<PAGE>

                                Windsortech, Inc.
--------------------------------------------------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 And 2002



1.   Summary Of Significant Accounting Policies

Business Organization
     Windsortech, Inc. (the Company), was incorporated in August 2001 as a New
     Jersey corporation and commenced business operations on October 1, 2001.
     The Company operates out of a 38,000 square foot facility in New Jersey and
     has satellite sales and business development offices in Florida. On January
     30, 2002, the Company merged with and into Delta States Oil, Inc. (Delta),
     a publicly owned corporation incorporated in Delaware on November 17, 1967.
     Concurrent with the Merger, Delta changed its name to Windsortech, Inc.

     For accounting purposes, the Merger of Delta and the Company has been
     treated as a recapitalization of the Company as the acquirer of Delta
     (reverse acquisition). The historical financial statements of the Company
     became those of Delta and the assets and liabilities of Delta accounted for
     as required under the purchase method of accounting. Accordingly, the
     equity accounts of the Company have been restated based on the common
     shares received by the former shareholders of the Company in the merger.
     Pro forma information giving effect to the acquisition has not been
     presented since the merger was essentially a capital transaction and not a
     business combination.

     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. The Company
     either remarkets those products to brokers, exporters, wholesalers,
     retailers, value added resellers, schools, corporate end-users or
     individuals, or disassembles them and separates and sells the components as
     parts and recycles the unsaleable components, such as metal covers,
     plastics and other components, both nationally and internationally.

     Toward the end of 2002, the Company established an asset management group
     (AMG) to provide complete computer asset management and recovery services
     to entities wishing to dispose of, upgrade or recycle their existing
     technological assets. Revenues and costs relating to the AMG were not
     material for the years ended December 31, 2003 and 2002.


--------------------------------------------------------------------------------
                                    Page F-6

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


Segment Reporting
     The Company operates in one reportable business segment.

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.

Revenue Recognition
     For product sales, the Company recognizes revenue at the time products are
     shipped and title is transferred, which is in accordance with the stated
     shipping terms. Revenue is recognized in accordance with these shipping
     terms so long as a purchase order, electronic, writtten or phone commitment
     has been received or a contract has been executed, there generally are no
     uncertainties regarding customer acceptance, the sales price is fixed and
     determinable and collectibility is deemed probable. If uncertainties exist
     regarding customer acceptance or collectibility, revenue is recognized when
     those uncertainties have been resolved. The Company provides a limited
     warranty on some of its products. The Company analyzes its estimated
     warranty costs and provides an allowance as necessary, based on experience.
     At December 31, 2003 and 2002, a warranty reserve was not considered
     necessary.

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

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

Accounts Receivable
     Accounts receivable are stated at the amount management expects to collect
     from outstanding balances. Management provides for probable uncollectible
     amounts through a charge to earnings and a credit to a valuation allowance
     based on its assessment of the current status of individual accounts.
     Balances that are still outstanding after management has used reasonable
     collection efforts are written off through a charge to the valuation
     allowance and a credit to trade accounts receivable. Changes in the
     valuation allowance have not been material to the financial statements.

--------------------------------------------------------------------------------
                                    Page F-7

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


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

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

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

     Impairment losses on long-lived assets, such as equipment and improvements,
     are recognized when events or changes in circumstances indicate that the
     undiscounted cash flows estimated to be generated by such assets are less
     than their carrying value and, accordingly, all or a portion of such
     carrying value may not be recoverable. Impairment losses are then measured
     by comparing the fair value of assets to their carrying amounts.

Deposits
     Deposits principally consist of the lease deposit for the Company's New
     Jersey facility. This 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 in other assets on the balance sheet.

Advertising Costs
     Advertising costs are expensed as incurred. Advertising expense amounted to
     $14,784 in 2003 and $882 in 2002.

--------------------------------------------------------------------------------
                                    Page F-8

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


Income Taxes
     At the commencement of its operations, the Company elected S Corporation
     status under provisions of the Internal Revenue Code. Through January 30,
     2002, the effective date of the Merger with Delta, the Company was not
     liable for federal income taxes, but rather the stockholders included their
     distributive share of the taxable income or loss of the Company on their
     2002 personal income tax returns. As of January 31, 2002, and as a result
     of the Merger, the Company reverted to C Corporation status under the
     Internal Revenue Code. As a result, the Company applies the asset and
     liability approach to accounting for income taxes. Deferred tax assets and
     liabilities are recognized for the expected future tax consequences of
     temporary differences between the financial statements and tax bases of
     assets and liabilities using enacted tax rates in effect for the years in
     which the differences are expected to reverse. A valuation allowance is
     provided against net deferred tax assets where the Company determines
     realization is not currently judged to be more likely than not. No
     significant deferred tax assets or liabilities existed at the date of
     conversion to C Corporation status.

Earnings (Loss) Per Share
     Basic earnings (loss) per share is computed on the basis of the weighted
     average number of common share 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 were not calculated
     for the year ended December 31, 2002, because the Company's common stock
     did not have a public market at that time.

     The following table presents the computation of basic and diluted net loss
     per share:

<TABLE>
<CAPTION>
                                                                                2003                2002
                                                                       ---------------------------------------
     Basic and diluted net loss per share:
         Net loss                                                          $    (149,209)      $    (578,691)
     =========================================================================================================
<S>                                                                           <C>                 <C>
     Determination of basic and diluted shares:
         Weighted average shares outstanding                                  15,661,593          11,757,159
         Effect of dilutive securities:
              Stock options                                                                        --
              Warrants                                                                             --
     ---------------------------------------------------------------------------------------------------------

     Basic and diluted weighted average shares outstanding                    15,661,593          11,757,159
     =========================================================================================================

     Basic and diluted net loss per share                                  $      (0.010)             (0.049)
     =========================================================================================================
</TABLE>

     In 2003, the Company excluded 420,869 weighted average common share
     equivalents related to stock options and 106,775 weighted average common
     share equivalents related to stock warrants because their effect would have
     been anti-dilutive.

--------------------------------------------------------------------------------
                                    Page F-9

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


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


Stock-Based Compensation
     The Company accounts for stock-based employee compensation arrangements in
     accordance with the provisions of APB Opinion No. 25, Accounting for Stock
     Issued to Employees, and complies with the disclosure provisions of SFAS
     No. 123, Accounting for Stock-Based Compensation (Note 7). Under APB
     Opinion No. 25, compensation cost is recognized over the vesting period
     based on the difference, if any, on the date of grant between the fair
     value of the Company's stock and the amount an employee must pay to acquire
     the stock.

     Had compensation cost for these plans been determined based on the fair
     value at the grant dates for awards under these plans, consistent with the
     alternative method set forth under SFAS No. 123, the Company's net loss
     would have increased. The pro forma amounts are indicated below:

<TABLE>
<CAPTION>
                                                                  2003                2002
                                                       -----------------------------------------

<S>                                                           <C>                 <C>
Net loss, as reported                                         $ (149,209)         $ (578,691)
Add: stock-based employee compensation
    expense included in reported net loss,
    net of related tax effects                                                        60,790
Deduct: total stock-based employee
    compensation expense determined
    under fair value based method for
    all awards, net of related tax effects                      (379,426)            (64,194)
------------------------------------------------------------------------------------------------

Pro forma net loss                                            $ (528,635)         $ (582,095)
================================================================================================

Earnings (loss) per share:
Basic and diluted - as reported                               $   (0.010)         $   (0.049)
================================================================================================

Basis and diluted - pro forma                                 $   (0.034)         $   (0.050)
================================================================================================
</TABLE>


     The weighted average per share fair value of the options granted was $1.58
     and $0.005 for the years ended December 31, 2003 and 2002, respectively.
     The fair value of each option granted is estimated on the date of grant
     using the Black-Scholes option-pricing model with the following
     weighted-average assumptions:

--------------------------------------------------------------------------------
                                   Page F-10

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


<TABLE>
<CAPTION>
                                                                 2003                 2002
                                                  -----------------------------------------

<S>                                                          <C>                 <C>
                Risk-free interest rates                        3.15%                 4.5%
                Expected option lives                         5 years              5 years
                Expected volatilities                            117%                   0%
                Expected dividend yields                           0%                   0%
</TABLE>

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

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

     In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
     Compensation - Transition and Disclosure, an amendment to SFAS No. 123,
     Accounting for Stock-Based Compensation. SFAS No. 148 amends SFAS No. 123
     to provide alternative methods of transition for a voluntary change to the
     fair value method of accounting for stock-based employee compensation. In
     addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123
     to require prominent disclosures in both annual and interim financial
     statements. Disclosures required by this standard are included in the notes
     to these financial statements. The transition provisions of this statement
     apply upon the adoption of the SFAS No. 123 fair value based method. The
     Company did not change its method of accounting for employee stock-based
     compensation from the intrinsic method to the fair value based alternative.

--------------------------------------------------------------------------------
                                   Page F-11

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


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

     In November 2002, the FASB issued Interpretation (FIN) No. 45, Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others. This interpretation elaborates on the
     disclosures to be made by a guarantor in its financial statements about its
     obligations under certain guarantees that it has issued. It also clarifies
     that a guarantor is required to recognize, at the inception of a guarantee,
     a liability for the fair value of the obligation undertaken in issuing the
     guarantee. The Company adopted this interpretation in 2003, which had no
     impact on the Company's financial position or results of operations.

     In December 2003, the FASB issued FASB Interpretation No. 46 (revised
     December 2003), Consolidation of Variable Interest Entities, which
     addresses how a business enterprise should evaluate whether it has a
     controlling financial interest in an entity through means other than voting
     rights and accordingly should consolidate the entity. FIN 46R replaces FASB
     Interpretation No. 46, Consolidation of Variable Interest Entities, which
     was issued in January 2003. The Company will be required to apply FIN 46R
     to variable interests in VIEs created after December 31, 2003. For any VIEs
     that must be consolidated under FIN 46R that were created before January 1,
     2004, the assets, liabilities and noncontrolling interests of the VIE
     initially would be measured at their carrying amounts with any difference
     between the net amount added to the balance sheet and any previously
     recognized interest being recognized as the cumulative effect of an
     accounting change. If determining the carrying amounts is not practicable,
     fair value at the date FIN 46R first applies may be used to measure the
     assets, liabilities and noncontrolling interest of the VIE. The Company
     believes that the adoption of this standard will have no impact on its
     financial position or results of operations.

--------------------------------------------------------------------------------
                                   Page F-12

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)



2.   Inventories

<TABLE>
<CAPTION>
                                                                      2003               2002
                                                         ---------------------------------------
<S>                                                              <C>                <C>
Finished goods                                                   $ 276,794          $ 263,660
Inventory in transit                                                96,586            183,480
Allowance for excess and obsolescence                              (15,000)           (20,000)
------------------------------------------------------------------------------------------------

                                                                 $ 358,380          $ 427,140
================================================================================================
</TABLE>


3.   Property And Equipment

<TABLE>
<CAPTION>
                                                                     2003               2002
                                                        ---------------------------------------

<S>                                                            <C>                 <C>
Furniture and fixtures                                         $   15,759          $  14,037
Equipment                                                         161,495             45,093
Leasehold improvements                                              7,427              7,427
Computer equipment and software                                   157,237             86,495
-----------------------------------------------------------------------------------------------
                                                                  341,918            153,052
Less:  Accumulated depreciation                                   (93,326)           (21,555)
-----------------------------------------------------------------------------------------------
                                                                  248,592            131,497
Construction in progress                                           14,595            115,319
-----------------------------------------------------------------------------------------------

                                                                $ 263,187          $ 246,816
===============================================================================================
</TABLE>

     At December 31, 2003 and 2002, equipment includes assets acquired under
     capital lease obligations in the amount of $32,135. Related accumulated
     depreciation amounted to $11,291 and $4,864 at December 31, 2003 and 2002,
     respectively. Amortization expense of these capital leased assets is
     included in depreciation expense.

     Depreciation and amortization charged against income for all property and
     equipment amounted to $71,771 and $20,621 for the years ended December 31,
     2003 and 2002, respectively.


4.   Other Assets

<TABLE>
<CAPTION>
                                                             2003                2002
                                                       --------------------------------------

<S>                                                       <C>                 <C>
Deposits                                                  $ 40,837            $ 39,587
Patent, net of amortization of $202 in 2003                 24,014
---------------------------------------------------------------------------------------------

                                                          $ 64,851            $ 39,587
=============================================================================================
</TABLE>

     The patent is being amortized over a 20-year life. Patent amortization
     expense in 2003 amounted to $202. Expected amortization expense in each of
     the next 5 years is approximately $1,211 per year.

--------------------------------------------------------------------------------
                                   Page F-13

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


5.   Capital Leases

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

             Year                                                       Amount
             ------------------------------------------------------------------

             2004                                                      $ 8,123
             2005                                                        3,477
             ------------------------------------------------------------------
             Total future minimum lease payments                       $11,600
             Less:  Amount representing interest                           640
             ------------------------------------------------------------------
             Present value of future minimum lease payments             10,960
             Less:  Current portion                                      7,555
             ------------------------------------------------------------------

                                                                       $ 3,405
             ==================================================================


6.   Notes Payable - Principal Stockholders

<TABLE>
<CAPTION>
                                                                       2003               2002
                                                         ---------------------------------------

<S>                                                               <C>                <C>
Notes payable, secured by substantially all of the
Company's assets, with interest only payments at 12%
payable monthly in arrears, with all principal and
accrued interest due and payable on January 31, 2005              $ 500,000          $ 508,000

Revolving lines of credit, secured by substantially all
of the Company's assets, due on demand, bearing
interest at 12% per annum                                             7,192            341,020
------------------------------------------------------------------------------------------------
                                                                    507,192            849,020
Less current maturities                                               7,192            349,020
------------------------------------------------------------------------------------------------

                                                                  $ 500,000          $ 500,000
================================================================================================
</TABLE>

     On April 24, 2002, the Company entered into a secured loan agreement with
     its principal stockholders. This agreement, as amended, provides for each
     principal stockholder to loan the Company $110,000 (for an aggregate of
     $550,000). The loan agreement, as amended, provides, among other standard
     and customary terms, that when the Company arranges permanent long or
     short-term financing, the principal stockholder loans will be subordinate
     to such permanent financing, if required. At maturity, and 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 common stock valued at the current "market value" determined by a
     professional valuation service.

--------------------------------------------------------------------------------
                                   Page F-14

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


     The Company has also entered into revolving lines of credit with certain
     principal stockholders in the aggregate of $750,000. Advances under the
     lines are at the discretion of such principal stockholders, and are due on
     demand. At December 31, 2003 and 2002, $7,192 and $341,020, respectively,
     had been advanced.

7.   Stockholders' Equity

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

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

     A summary of stock option activity is as follows:

<TABLE>
<CAPTION>
                                                                   2003                              2002
                                                       ------------------------------   -------------------------------
                                                                            Weighted-                         Weighted-
                                                                              Average                           Average
                                                                             Exercise                          Exercise
                                                               Shares           Price            Shares           Price
                                                       --------------- --------------   --------------- ---------------

<S>                                                         <C>               <C>            <C>               <C>
           Outstanding - Beginning of Period                2,560,000         $ 0.026        1,350,000         $ 0.026
           Granted                                          2,965,000           1.839        1,240,000           0.026
           Exercised                                               --              --               --              --
           Forfeited                                               --              --           30,000           0.026
           ------------------------------------------------------------------------------------------------------------

           Outstanding on December 31                       5,525,000         $ 0.999        2,560,000           0.026
           ============================================================================================================

           Exercisable on December 31                       2,935,000         $ 0.116        2,500,000         $ 0.026
           ============================================================================================================
</TABLE>

--------------------------------------------------------------------------------
                                   Page F-15

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


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

<TABLE>
<CAPTION>
                                                                                                Exercisable Stock
                                               Outstanding Stock Options                             Options
                                   ---------------------------------------------------    ------------------------------
                                                          Weighted-
                                                            Average         Weighted-                         Weighted-
                         Range Of                         Remaining           Average                           Average
                         Exercise                       Contractual          Exercise                          Exercise
                           Prices          Shares              Life             Price             Shares          Price
            ---------------------- --------------- ----------------- ----------------- -- --------------- --------------

<S>                                  <C>               <C>                 <C>              <C>              <C>
                          $ 0.026       2,810,000         8.0 years           $ 0.026          2,810,000        $ 0.026
                 $ 2.00 to $ 2.13       2,715,000        10.9 years             2.006            125,000           2.13
                                   ---------------                                        ---------------

                $ 0.026 to $ 2.13       5,525,000         9.4 years           $ 0.999          2,935,000        $ 0.116
                                   ===============                                        ===============
</TABLE>

     The Company applies APB Opinion No. 25 and related interpretations in
     accounting for all grants. For all options granted, the exercise price is
     equal to the fair market value at the date of grant, and, accordingly, no
     compensation cost has been recognized under these grants.

Warrants
     In July 2003, the Company issued 400,000 warrants for investment banking
     services. These warrants have a strike price of $0.50 per share, and are
     exercisable from the date of issuance through 36 months after the effective
     date of a registration statement registering the shares of common stock
     underlying the warrants. These warrants were valued at $60,000 and recorded
     as expense when issued.

     In August 2003, the Company issued 20 Units at a price of $10,000 per Unit.
     Each Unit consists of (i) 10,000 shares of common stock, and warrants to
     purchase 10,000 shares of common stock, exercisable for a period of three
     years at a price of $1.00 per share. These warrants were valued at $56,000,
     based on the relative fair value of the warrants as compared to the common
     stock issued.

--------------------------------------------------------------------------------
                                   Page F-16

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


8.   Income Taxes

     The provision (benefit) for income taxes consists of the following:

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

Current                                      $ 1,900         $      400
Deferred                                                       (127,020)
-------------------------------------------------------------------------

                                             $ 1,900         $ (126,620)
=========================================================================

     The tax effects of temporary differences and carryforwards that give rise
     to significant portions of deferred tax assets and liabilities consist of
     the following:

<TABLE>
<CAPTION>
                                                           2003               2002
                                             ---------------------------------------

<S>                                                 <C>                <C>
Deferred Tax Assets:
   Liabilities and reserves                         $    14,528        $    44,850
   Net operating loss carryforwards                     331,387            223,723
------------------------------------------------------------------------------------
   Gross deferred tax assets                            345,915            268,573
   Valuation allowance                                 (180,648)          (127,000)
------------------------------------------------------------------------------------
                                                        165,267            141,573
------------------------------------------------------------------------------------
Deferred Tax Liabilities:
   Property and Equipment                                28,881             14,553
   Patent                                                 9,366                 --
------------------------------------------------------------------------------------
                                                         38,247             14,553
------------------------------------------------------------------------------------

Net Deferred Tax Asset                               $  127,020         $  127,020
====================================================================================
</TABLE>

     The current and long-term components of the deferred tax asset are as
     follows:

<TABLE>
<CAPTION>
                                                           2003                2002
                                             ---------------------------------------

<S>                                                  <C>             <C>
Current deferred tax asset                           $   14,528      $       44,948
Long-term deferred tax asset                            112,492              82,072
------------------------------------------------------------------------------------

                                                      $ 127,020           $ 127,020
====================================================================================
</TABLE>

     At December 31, 2003, the Company had aggregate net operating loss
     carryforwards of approximately $850,000 for income tax purposes that expire
     beginning in 2022.

--------------------------------------------------------------------------------
                                   Page F-17

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


     The reconciliation of the effective tax rate with the statutory federal
     income tax benefit rate is as follows:

<TABLE>
<CAPTION>
                                                                          2003               2002
                                                             --------------------------------------
                                                                             %                  %
                                                             --------------------------------------

<S>                                                                      <C>                <C>
Statutory benefit rate                                                      34                 34
State income taxes, net of federal benefits                                  5                  6
Change in deferred tax asset valuation allowance                           (36)               (18)
Other                                                                       (4)                (4)
---------------------------------------------------------------------------------------------------

                                                                            (1)                18
===================================================================================================
</TABLE>


9.   Concentrations

Major Customers
     For the years ended December 31, 2003 and 2002, sales to the Company's top
     ten customers (including sales to a related party - see Note 12) comprised
     51% and 55% of revenue, respectively. These customers also comprised 67%
     and 15% of the combined accounts receivable and accounts receivable -
     related party at December 31, 2003 and 2002, respectively.

Company Data By Operating And Geographic Segment
     The Company has one reportable segment - Product Sales. In the future, as
     revenue from AMG increases, the Company will report the AMG as a separate
     reportable segment.

     The Company operates solely in the United States and has no assets in
     foreign countries. All of the Company's purchases and sales are denominated
     in US dollars. The Company has not recorded any foreign currency
     transaction gains or losses in 2003 or 2002.

     For the years ended December 31, 2003 and 2002, export sales comprised 31%
     and 28% of revenue, respectively.

--------------------------------------------------------------------------------
                                   Page F-18

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


     Revenue by Geographic Segment comprised:

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

United States                                  $ 5,198,400        $ 4,706,122
Asia                                               817,707          1,320,633
Europe                                             349,715
Africa                                             703,073            334,016
United Kingdom                                     155,834            118,228
Canada                                             223,458             64,148
Australia                                           24,500                 --
South America                                       11,785                 --
-------------------------------------------------------------------------------

                                               $ 7,484,472        $ 6,543,147
===============================================================================

Purchases
     The Company purchases a majority of its products from a small number of
     suppliers. Approximately 30% and 64% of product purchases were from two
     vendors for the years ended December 31, 2003 and 2002, respectively.


10.  Benefit Plan

     The Company instituted a 401(k) defined contribution benefit plan on
     January 1, 2003. The Company contributes three percent of eligible
     employees' salaries to the plan. The Company contributed $28,347 to the
     plan for the year ended December 31, 2003.


11.  Commitments And Contingencies

Lease
     The Company has an operating lease on real property expiring in the year
     2006. In addition to fixed rentals, the real property lease requires the
     Company to pay all maintenance, real estate taxes and insurance.

     Rent expense and other charges totaled $192,305 and $203,664 for the years
     ended December 31, 2003 and 2002, respectively.

     The approximate minimum payments required under the operating lease at
     December 31, 2003 are:

                Year                                            Amount
                --------------------------------------------------------

                2004                                         $ 163,000
                2005                                           167,000
                2006                                           128,000
                --------------------------------------------------------

                                                             $ 458,000
                ========================================================

--------------------------------------------------------------------------------
                                   Page F-19

<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


Environmental
     The Company recycles used equipment that may contain hazardous materials.
     The Company contracts with a licensed waste management company for the
     purpose of recycling or destruction of these materials in accordance with
     all applicable environmental standards. Therefore, management believes it
     is not necessary to record a liability for environmental contingencies in
     the accompanying financial statements.

Legal Proceedings
     The Company is party to legal proceedings arising in the ordinary course of
     business. In the opinion of management, these proceedings are not likely to
     have a material adverse affect on the financial position, results of
     operations or cash flows of the Company. The estimate of potential impact
     on the Company could change in the future.


12.  Related Party Transactions

     In 2003 and 2002, the Company had sales to two customers related to two
     stockholders and officers of the Company. Sales to such customers for the
     years ended December 31, 2003 and 2002 amounted to approximately $958,000
     and $1,160,000, respectively. Accounts receivable from these customers
     amounted to $37,173 and $3,261 at December 31, 2003 and 2002, respectively.


13.  Supplemental Cash Flow Information

     During 2003, the Company issued shares of its common stock to settle an
     accounts payable balance with a vendor for $59,500. During 2002, the
     Company acquired equipment under a capital leases in the amounts of
     $13,886.

--------------------------------------------------------------------------------
                                   Page F-20