EXHIBIT 31.2
                                                                    ------------

                                  CERTIFICATION
                                  -------------


I, Edward L. Cummings, Vice President and Chief Financial Officer, certify that:

     1.   I have  reviewed  this Annual Report on Form 10-KSB for the year ended
          December 31, 2004 of WindsorTech, Inc (the "Registrant");

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  Registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The Registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          Registrant and have:


                  (a)  Designed  such  disclosure  controls and  procedures,  or
                  caused such disclosure  controls and procedures to be designed
                  under our  supervision,  to ensure that  material  information
                  relating  to  the  registrant,   including  its   consolidated
                  subsidiaries,  is made  known  to us by  others  within  those
                  entities,  particularly during the period in which this report
                  is being prepared;


                   (b)  Evaluated   the   effectiveness   of  the   Registrant's
                  disclosure  controls  and  procedures  and  presented  in this
                  report  our  conclusions   about  the   effectiveness  of  the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period covered by this report based on such evaluation; and


                  (c)  Disclosed  in this report any change in the  Registrant's
                  internal control over financial reporting that occurred during
                  the Registrant's  most recent fiscal quarter (the Registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  Registrant's  internal  control  over  financial
                  reporting; and

     5.   The Registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the Registrant's auditors and the audit committee of the
          Registrant's  board of directors (or persons performing the equivalent
          functions):


                  (a) All significant  deficiencies  and material  weaknesses in
                  the design or  operation of internal  control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  Registrant's ability to record, process,  summarize and report
                  financial information; and


                  (b)  Any  fraud,  whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the Registrant's internal control over financial reporting.


<PAGE>


Date: March 28, 2005           /s/ Edward L. Cummings
                               ----------------------
                               Edward L. Cummings
                               Vice President and Chief Financial Officer


<PAGE>