**As
      filed with the Securities and Exchange Commission on April 6,
      2006**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549








**FORM
      10-KSB/A**


**Amendment
      No. 1**





**[X]
      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**


For
      the
      fiscal year ended December 31, 2005





**[
      ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**


For
      the
      transition period from ________ to ________







**Commission
      File No.: 000-07539**





**QSGI
      INC.**


**(Formerly
      WindsorTech, Inc.)**


(Exact
      name of small business issuer as specified in its charter)





**Delaware**
              (State
                or other jurisdiction of
              incorporation
                or organization)****
            **13-2599131**
              (I.R.S.
                Employer
              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, $.01 par
      value**






Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act [ ]




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 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. [ ]




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [ ] No [X]




Issuer’s
      revenues for its most recent fiscal year: $36,386,138




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 1, 2006, as reported on the ArcaEx (“PCX”) under the symbol “QGI,” was
      approximately $56,196,330 (28,818,631 shares x $1.95 per share). There is no
      officer who owns more than 10% of the shares of Common Stock.







**As
        filed with the Securities and Exchange Commission on April 6,
        2006**









The
      number of shares outstanding of each class of our common equity as of March
      1,
      2006 is as follows:




Class
                of Common Equity
            
            Number
                of SharesCommon
                Stock, par value $.01
            
            28,818,631




A
      description of “Documents Incorporated by Reference” is contained in Item 13
      Exhibits and Financials Statements.




Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]






**Explanatory
      Note**





This
      Amendment No. 1 on Form 10-KSB/A amends our Annual Report on Form 10-KSB for
      the
      year ended December 31, 2005 filed with the Securities and Exchange Commission
      on March 30, 2006. This amendment updates the table of persons who own more
      than
      5% of the company’s issued and outstanding common stock included in Part III,
      Item 11 - Security Ownership of Management and Certain Shareholders to include
      Circle T Partners, L.P.





Except
      for the matter described above, this amendment does not modify or update
      disclosures in, or exhibits to, the original Form 10-K. Furthermore, except
      for
      the matter described above, this amendment does not change any previously
      reported financial results, nor does it reflect events occurring after the
      date
      of the original Form 10-K.


**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, 2005:




**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of****Beneficial Owner****(1)**
            **Percent
                of Class**Common
            Marc
                Sherman(2)
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520
            6,016,300
            14.6%Common
            Seth
                A. Grossman
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520
            3,425,000
            8.3%Common
            Edward
                L. Cummings
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520****
            3,716,200
            9.
                0%Common
            Joel
                L. Owens
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520****
            70,000
            *Common
            Vivek
                J. Agarwal
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520
            300,000
            *Common
            David
                A. Harris
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520
            425,000
            1.0%Common
            R.
                Keith Elliott
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520
            525,000
            1.3%Common
            John
                F. Cunningham
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520****
            255,000
            *Common
            Geoffrey
                A. Smith
              c/o
                70 Lake Drive
              Hightstown,
                NJ
            100,000
            *Common
            Robert
                W. VanHellemont
              c/o
                70 Lake Drive
              Hightstown,
                NJ 08520
            298,500
            *Common
            All
                Directors and Executive Officers as a Group (10 Persons)
            15,131,000
            36.7%




*
      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 - 1,600,000; R. Keith
                Elliott -
                525,000; Seth A. Grossman -3,425,000; Vivek J. Agarwal - 300,000;
                David A.
                Harris - 275,000; Joel A. Owens - 60,000; Marc Sherman -3,375,000;
                John F.
                Cunningham - 100,000; Geoffrey A. Smith - 100,000; Robert W. VanHellemont
                - 275,000; and all directors and executive officers as a group (10
                persons) - 10,035,000.


2.
            Includes
                85,300 shares beneficially owned by Mr. Sherman’s children for whom Mr.
                Sherman has sole voting and dispositive
                power.





3


Set
      forth
      in the table below is information, as of March 3, 2006, with respect to 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:




**Name
                and Address**
            
            **Number
                of Shares Beneficially Owned**
            
            **Percent
                Of Class**Barron
                Partners
              730
                Fifth Avenue
              New
                York, NY 10019
            
            3,743,333
            
            13.0%Circle
                T Partners, LP
              623
                Fifth Avenue
              Suite
                2501
              New
                York, NY 10022
            
            2,158,400
            
            7.5%Pike
                Capital Partners, LP
              275
                Madison Avenue
              Suite
                418
              New
                York, NY 10016
            
            1,714,650
            
            6.0%











***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.









**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.




**QSGI
                INC.**
              (Registrant)Dated:April
                6, 2006
            By:
            /s/Marc ShermanMarc
                ShermanChief
                Executive Officer





4