As filed with the Securities and Exchange Commission on August 12, 2003

|UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
|-----------------------------------------------------------------------
|Washington, D.C. 20549                                                 
|                                                                       
|FORM 10-KSB/AAmendment No. 1                                           

|[X]   
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2002       
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|OR                                                                                                                                                                                       
|[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period from ____________ to ________________

|Commission File No.: 000-7539
|-----------------------------

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

|Delaware                                                       | 13-2599131                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) | (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(g) of the Exchange Act: None

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.    [X ]

Issuers
revenues for its most recent fiscal year: $6,543,147

The
aggregate market value of the voting stock, $.01 par value, held by non-affiliates of the
Registrant is not ascertainable as there have been no reported sales or bids of such
common stock, to the knowledge of the Registrant or its management.

The
number of shares outstanding of each class of our common equity as of August 7, 2003 is
as follows:

|Class of Common Equity | Number of Shares
|---------------------- | ----------------

|Common Stock, par value $.01 | 16,268,754
|---------------------------- | ----------

Documents incorporated by reference: None

TABLE OF CONTENTS

|ITEM | DESCRIPTION | PAGE>
|---- | ----------- | -----

| | PART I | 
| | ------ | 

|1.2.3.4. | Description of Business
Description of Property 
Legal Proceedings 
Submissions of Matters to a Vote of Security Holders | 1101111
|-------- | ------------------------------------------------------------------------------------------------------------------------ | -------

| | PART II | 
| | ------- | 

|5.6.7.8. | Market for Common Equity and Related Stockholder Matters  
Management's Discussion And Analysis of Financial Condition and Results of Operations
Financial Statements
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 12152828
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------

| | PART III | 
| | -------- | 

|9.10.11.12.13.14. | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
           of the Exchange Act  
Executive CompensationSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder
           Matters
 Certain Relationships and Related Transactions
Exhibits And Reports on Form 8-KControls And Procedures | 293235363838
|----------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------

| | Signatures                        | 40
| | --------------------------------- | --
| | Financial Statements and Exhibits | 41

Explanatory Note

This  Amendment No. 1 to  WindsorTech,  Inc's Annual  Report on Form 10-KSB/A for the year ended  December 31, 2002
has been filed to conform the  information  herein to  WindsorTech's  Registration  Statement on Form 10-SB/A filed
with the Securities and Exchange Commission on August 7, 2003.

PART I

ITEM 1.    DESCRIPTION OF BUSINESS

FORWARD-LOOKING
STATEMENTS AND ASSOCIATED RISK

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

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

- our growth strategies.
- anticipated trends in our business and demographics.
- our ability to  successfully  integrate  the  business  operations  of
         recently acquired companies; and
- 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

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.

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

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

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

2

---

|Name               |  | Age |  | Position                                              | 
|------------------ |  | --- |  | ----------------------------------------------------- | 
|Marc Sherman       |  | 40  |  | Chairman, Chief Executive Officer and President       | 
|Edward L. Cummings |  | 52  |  | Vice President, Chief Financial Officer and Treasurer | 
|Carl C. Saracino   |  | 34  |  | Vice President, Operations                            | 
|Michael P. Sheerr  |  | 47  |  | Vice President, Sales                                 | 
|David A. Loppert   |  | 48  |  | Vice President, Business Development and Secretary    | 

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 (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, 2002, 5,000,000 options are available to be granted
under the Plan, 1,340,000 of which have previously been granted by the committee
designated for such purpose.

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

WHAT WE DO

We are a technology services company.

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

We
sell a wide range of used, as-is  and, occassionally, 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.

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

3

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

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

The
cost to fully implement our AMG was approximately $200,000, primarily for the purchase of
computer software and hardware, material handling equipment and leasehold improvements,
and we expect that that we will increase the number of employees from 17 employees at
December 31, 2002 to approximately 25 to 30 employees by December 31, 2003.

Our Business Model

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

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

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

- A large and growing number of installed personal
computers in the home and workplace.
- Multiple  computers in the home and  workplace  fueled by  increased  use and
acceptance  of the Internet among consumer and business users; and
- Increased  need  for  leasing   companies  and   corporations   to  manage  their  computer   assets  cost
              effectively.

According
to a report published in December, 2002 by International Data Corporation
(IDC), a market research firm, and a unit of International Data Group,
worldwide new PC shipments in 2002 were expected to reach 136.2 million, up 1.6% from
the prior year.  For 2003, shipments of new PCs are expected to grow
at more than 8%.   In 2003 and beyond, IDC continues to expect improvement
in the business and consumer sectors, while government spending will slow to reflect
reduced budgets. Risks from economic and political factors may also constrain future
growth, although IDC projects shipment growth of 8.3% in 2003 and 11% in 2004. These less
robust machines are not capable of supporting the newest operating systems. That fact,
when coupled with the termination of manufacturers support for widely used operating
systems, such as Microsofts Windows 95 and Windows 98 (in accordance with
Microsofts Life Cycle Support Policy), leads us to believe that end-users will be
forced to upgrade their PCs in order to have fully functioning PCs and
manufacturer supported operating systems.

4

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 believes that large pools of installed PCs, purchased from
1998 to 2001, are due for replacement, most of which they forecast to begin in the second
half of 2003 and extend into 2004.

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

- Diverse equipment locations.
- Unrecorded or undocumented changes in original configurations, upgrades and
peripheral additions.
- Inoperative units.
- Varying cosmetic conditions.
- Inability to dispose of large volumes in the secondary
market.
- deployment of expensive technical staff against low value residuals; and
- Lack of original packaging, thereby making shipping more
difficult.

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

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

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.

5

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:

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

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

6

- 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:

- Service  delivery should be consistent  because our proprietary  system  provides  step-by-step  technical
              instructions based on a client's unique profile.
- Data reliability should be high because manual data entry will be reduced.
- 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.
- 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.
- Complete accountability should be assured by maintaining serial number detail for all services performed.

How We Acquire Products

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

In
the past, we purchased a majority of our products from a small number of suppliers. During
the year ended December 31, 2001, we purchased approximately 59% of our products from IBM
Credit Corporation. During the year ended December 31, 2002, we purchased approximately
64% of our 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.

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.

7

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,
2002 and 2001 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, used, refurbished and as-is computer equipment
and related products, and the processing and remarketing of scrap metal and semi-precious
materials. As a result of these experiences, they established over a period of many years
a network of domestic and international buyers and brokers from whom they bought and to
whom they sold products. Utilizing those contacts, they have enabled WindsorTech to
established a network of domestic and international buyers and brokers to whom we
regularly e-mail our current inventory lists and call to offer our products and who
regularly buy our products. We also sell over the internet by posting Want To
Sell or WTS offers through web portals or subscription services such as
Powersource, the TBN Network and Exporters.com. Generally, within 13 hours of
posting these WTS offers, we receive e-mail offers from interested parties to purchase
product.

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

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

8

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

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

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

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

How We Determine Selling
Prices

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

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

Dependence on Major
Customers

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

We
sell and deliver computer systems, peripheral devices and parts to more than 100 customers
throughout the United States and on 4 continents worldwide. In the year ended December 31,
2002, our top ten customers accounted for approximately 55.0% of our total revenues. In
each of the periods referred to, Keystone Memory Group, a related party for
accounting purposes, was one of our top ten customers.

A
significant portion of our revenues is also derived from export sales. In each of the
quarters ended March 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
year ended December 31, 2002, and for the period from October 1, 2001 to December 31,
2001, export sales comprised 28% and 42% of revenue, respectively.

9

Employees

As
of August 7, 2003, we employed 16 full-time and 4 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 which, 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.

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 $153,000, 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 $203,664 for the year ended December 31, 2002 and
$48,255 for the period from October 1, 2001 through December 31, 2001.

10

The
approximate minimum payments required under the lease for the years 2003  2006 are
as follows:

|Year |  | Amount      | 
|---- |  | ----------- | 
|     | 
|2003 |  | $   159,000 | 
|2004 |  | 163,000     | 
|2005 |  | 167,000     | 
|2006 |  | 128,000     | 
|     | 
|     |  | $   617,000 | 
|     | 

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

We
are not a party to any current legal proceedings.

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

None.

11

PART II

ITEM 5.     
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

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

As
of August 7, 2003, we had granted 2,685,000 options to acquire our Common Stock. Moreover,
we believe that there are approximately 1,000,000 restricted shares of our Common Stock
outstanding that presently could be sold pursuant to Rule 144 under the Securities Act. We
have not entered into any registration rights agreements with any shareholder at this
time.

Holders

As
of August 7, 2003, there were approximately 3,310 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 assurance
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, 2002, regarding securities
authorized for issuance under equity compensation plans:

|Plan Category                                               |  | Number of Securities to be
issued upon exercise ofoutstanding options,warrants and rights(a) |  | Weighted-average exercise
price of outstanding options,warrants and rights(b) |  | Number of securities
remaining available forfuture issuance under equitycompensation plans
(excluding securitiesreflected in column (a))(c) | 
|----------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                           
|Equity compensation plans                                   |  |                                                                                              |  |                                                                               |  |                                                                                                                                             | 
|approved by security holders                                |  | 1,210,000                                                                                    |  | $   0.026                                                                     |  | 3,760,000                                                                                                                                   | 
|                                                           
|Equity compensation plans
 not approved by security holders |  | 1,350,000                                                                                    |  | $   0.026                                                                     |  | --                                                                                                                                          | 
|                                                           
|Total                                                       |  | 2,560,000                                                                                    |  | $   0.026                                                                     |  | 3,760,000                                                                                                                                   | 
|                                                           

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 $0.26 per share,
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.

12

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 which will 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) for services rendered to Delta, or (4) 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.

|Name/Entity/Nature |  | Date Issued |  | Note |  | Number ofPersons |  | Issued For           |  | Number ofCommonShares | 
|------------------ |  | ----------- |  | ---- |  | ---------------- |  | -------------------- |  | --------------------- | 
|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             | 
|David A. Loppert   |  | Jan - 2002  |  | 2    |  | 1                |  | Merger Consideration |  | 1,800,000             | 
|Carl C. Saracino   |  | Jan - 2002  |  | 2    |  | 1                |  | Merger Consideration |  | 1,800,000             | 

13

|Name/Entity/Nature    |  | Date Issued |  | Note |  | Number ofPersons |  | Issued For           |  | Number ofCommonShares | 
|--------------------- |  | ----------- |  | ---- |  | ---------------- |  | -------------------- |  | --------------------- | 
|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               | 

---

|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 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.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

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 Risk Factors sections 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 last quarter of 2002 to provide computer
asset management services that are expected to yield higher than average gross
profit margins in 2003 and beyond, as we attract new AMG clients. We had virtually no
revenue from AMG clients in 2002 and very low expenses, and only anticipate
generating continuing revenue from AMG clients in the second half of 2003. We incurred
 direct AMG expenses in the first quarter of 2003 as we started hiring and
training employees.

[Remainder
of page intentionally left blank]

15

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 year ended December 31, 2002
and for the three month periods ended December 31, 2002 and 2001, respectively. The
information presented below for the three month periods ended September 30, 2002, June 30,
2002 and March 31, 2002 has been provided to give the reader a greater understanding of
our business operations by quarter, since we only commenced business on October 1, 2001
and have no prior annual operating experience to provide comparison against.

|                                         |  | Year Ended       |   | Three Months Ended
|---------------------------------------- |  | ---------------- | - | ------------------
|                                         |  |                  |   |                   
|                                         |  | December 31,2002 |   | December 31,2002  
|                                         |  |                  |   |                   
|                                         |  | (Audited)        |   | (Unaudited)       
|                                         |  |                  |   |                   
|                                         |  | %                |   | %                 
|Revenue                                  |  | 100.0            |   | 100.0             
|Cost of sales                            |  | 86.5             |   | 92.0              
|                                         |  |                  |   |                   
|Gross profit                             |  | 13.5             |   | 8.0               
|Selling, general and administrative      | 
|expenses                                 |  | 23.1             |   | 36.7              
|Depreciation and amortization            |  | 0.3              |   | 0.7               
|Delta States Oil Merger Expenses         |  | --               |   | --                
|Interest expense                         |  | 0.9              |   | 2.0               
|                                         |  |                  |   |                   
|Income (loss) before provision (benefit) |  | (10.8            | ) | (31.4             
|for income taxes                         | 
|Provision (benefit) for income taxes     |  | (1.9             | ) | (11.1             
|                                         |  |                  |   |                   
|Net income (loss)                        |  | (8.9             | ) | (20.3             
|                                         |  |                  |   |                   

The
Company commenced business operations in October 2001 and does not have comparative
operating history for the year ended December 31, 2001. The Company believes that a
sequential discussion of its results, i.e. the quarter ended December 31, 2002 compared to
both the quarters ended December 31, 2001 and to the quarter ended September 30, 2002; the
quarter ended September 30, 2002 compared to the quarter ended June 30, 2002; the quarter
ended June 30, 2002 compared to the quarter ended March 31, 2002, and the quarter ended
March 31, 2002 compared to the quarter ended December 31, 2001 is appropriate and,
accordingly, we have presented such comparisons.

16

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

The
results of operations for the year ended December 31, 2002 include twelve months. The
short year ended December 31, 2001 includes operations from October 1, 2001 through
December 31, 2001, as the Company commenced its operations on October 1, 2001.

Revenue
for the year ended December 31, 2002 was $6,543,147 compared to revenue of $1,524,848 for
the year ended December 31, 2001, a $5,018,299 increase, or 329.1%. Revenue in the year
ended December 31, 2002 included twelve months; in 2001 revenue was for only a three month
period. The Company commenced business on October 1, 2001.

Our revenue by geographic segment is as follows:

---

|Years Ended December 31,                                                  |  | 2002       |  | %   |   | 2001(1)     |  | %   |   | Change      |   | % Change |   
|------------------------------------------------------------------------- |  | ---------- |  | --- | - | ----------- |  | --- | - | ----------- | - | -------- | --
|United States                                                             |  | $4,706,122 |  | 72  | % | $   881,985 |  | 58  | % | $ 3,824,137 |   | 434      | % 
|Asia                                                                      |  | 1,320,633  |  | 20  | % | 492,123     |  | 32  | % | 828,510     |   | 168      | % 
|Europe                                                                    |  | x          |  | 0   | % | 129,475     |  | 8   | % | (129,475    | ) | (100     | )%
|Africa                                                                    |  | 334,016    |  | 5   | % | --          |  | --  |   | 334,016     |   | 100      | % 
|United Kingdom                                                            |  | 118,228    |  | 2   | % | 21,265      |  | 1   | % | 96,963      |   | 456      | % 
|Canada                                                                    |  | 64,148     |  | 1   | % | --          |  | --  |   | 64,148      |   | 100      | % 
|                                                                         
|Total                                                                     |  | $6,543,147 |  | 100 | % | $1,524,848  |  | 100 | % | $ 5,018,299 |   | 329      | % 
|                                                                         
|(1).    
          Period from October 1, 2001 through December 31, 2001.

With
the exception of sales to Africa where we have repeat business, most of our international
business is non-repetitive.

Gross
profit for the year ended December 31, 2002 was $883,701 compared to a gross profit of
$258,040 for the year ended December 31, 2001, a $625,661 increase, or 242.5%. Gross
margin was 13.5% for the year ended December 31, 2002 compared to 16.9% for the year ended
December 31, 2001. Gross profit increased because of the difference in the number of
months in the periods: 12 in 2002 and only 3 in 2001.

Gross
margin for 2002 declined due to a significant decrease in supply of product and resulting
higher product purchase prices. 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. Corporations have not
refreshed or replaced these machines, thus making the availability of larger quantities of
older machines scarce. Consequently, when we offer to purchase these machines from
vendors, they have increased prices. In contrast, we have had to maintain our selling
prices to remain competitive, thus increasing pressure on our margins.

We
expect that US corporations will most likely start to implement conversions to new
operating systems in the second half of 2003, including the replacement of PC computer
equipment, resulting in a potential greater source of used computer equipment becoming
available for resale. These expectations are supported by recent Gartner Dataquest
reports, including Gartner Dataquests Global PC Forecast projections that PC
shipments will grow 6.6 percent in 2003 and 11.4 percent in 2004. Gartner Dataquest
believes that large pools of installed PCs, purchased from 1998 to 2001, are due for
replacement and it forecasts that most of the replacements will begin in the second half
of 2003 and extend into 2004.

17

Selling,
general and administrative expenses for the year ended December 31, 2002, were $1,509,339
compared to selling, general and administrative expenses of $291,577 for the year ended
December 31, 2001, a $1,217,762 increase, or 417.6%. selling, general and administrative
expense increased as the Company added infrastructure and hired 12 additional full time in
employees in 2002, two of whom are officers of the Company, added employee benefit
programs, increased insurance coverage and procured directors and officers liability
insurance and incurred significant legal expenses in the first quarter of 2002 as a result
of the Merger.

Depreciation
and amortization for the year ended December 31, 2002, was $20,621 compared to
depreciation and amortization of $934 for the year ended December 31, 2001, a $19,687
increase, or 2,107.8%, all as a result of fixed asset acquisitions and leasehold
improvements throughout 2002.

Interest
expense for the year ended December 31, 2002, was $59,052 compared to Interest expense of
$2,897 for the year ended December 31, 2001, a $56,155 increase, or 1938.4%, 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.

Quarter Ended December 31, 2002 Compared to Quarter Ended September 30, 2002

Revenue
for the quarter ended December 31, 2002 was $1,146,145 compared to Revenue of $1,252,542
for the quarter ended September 30, 2002, a $106,397 decrease, or 8.5%. Revenue in the
fourth quarter of 2002 decreased from the prior quarter due to significant competition and
lower overall sales in the market as corporations in the USA and worldwide have
substantially curbed capital expenditures, particularly for computer equipment and
peripherals.

Gross
Profit for the quarter ended December 31, 2002 was $91,171 compared to a Gross Profit of
$33,939 for the quarter ended September 30, 2002, a $57,232 increase, or 168.6%. Gross
Margin was 8.0% for the quarter ended December 31, 2002 compared to 2.7 % for the quarter
ended September 30, 2002. Gross Profit and Gross Margin for the quarter increased slightly
over the prior quarter due to more opportunistic acquisitions of product at better
margins.

Selling,
General and Administrative Expenses for the quarter ended December 31, 2002, were $420,413
compared to Selling, General and Administrative Expenses of $363,673 for the quarter ended
September 30, 2002, a $56,740 increase, or 15.6%. Selling, General and Administrative
Expense included a one-time bad debt write-off of $16,000 in the quarter and approximately
$76,000 of bonuses paid to managers and staff.

Depreciation
and Amortization for the quarter ended December 31, 2002, was $8,098 compared to
Depreciation and Amortization of $7,790 for the quarter ended September 30, 2002, a $308
or 4.0% increase, primarily due to the acquisition of equipment and software in the
quarter.

Interest
Expense for the quarter ended December 31, 2002, was $23,315 compared to Interest Expense
of $18,965 for the quarter ended September 30, 2002, a $4,350 or 22.9% increase,
commensurate with the increase in the Companys borrowings.

The
Company recognized a deferred tax benefit during the current quarter by decreasing its
deferred tax asset valuation allowance as it anticipates that such benefit is more likely
than not to be realized.

18

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

Revenue
for the quarter ended September 30, 2002 was $1,252,542 compared to Revenue of $1,954,810
for the quarter ended June 30, 2002, a $702,268 decrease, or 35.9%. Revenue decreased
significantly in the current quarter due to the cancellation of a large order from a
single customer for whom we had prepurchased equipment that we were unable to immediately
resell. Additionally, sales in this quarter are traditionally lower than other quarters
due to customers, particularly, European and Asian customers, taking vacations in August.

Gross
Profit for the quarter ended September 30, 2002 was $33,939 compared to a Gross Profit of
$280,589 for the quarter ended June 30, 2002, a $246,650 decrease, or 87.9%. Gross Margin
was 2.7% for the quarter ended September 30, 2002 compared to 14.4% for the quarter ended
June 30, 2002. Gross Profit and Gross Margin for the quarter decreased because of lower
sales and fixed overhead cost.

Selling,
General and Administrative Expenses for the quarter ended September 30, 2002, were
$363,673 compared to Selling, General and Administrative Expenses of $328,314 for the
quarter ended June 30, 2002, a $35,359 increase, or 10.8%. Selling, General and
Administrative Expense increased as a result of the employment of staff hired during the
middle of the second quarter for the full third quarter, a significant increase in medical
insurance, a new directors and officers liability insurance policy, and an increase in
professional fees.

Depreciation
and Amortization for the quarter ended September 30, 2002, was $7,790 compared to
Depreciation and Amortization of $2,420 for the quarter ended June 30, 2002, a $5,370
increase, or 221.9%, primarily resulting from the cost of the acquisition of equipment and
software in the quarter.

Interest
Expense for the quarter ended September 30, 2002, was $18,965 compared to Interest Expense
of $12,639 for the quarter ended June 30, 2002, a $6,326 or 50.1% increase, commensurate
with the increase in the Companys borrowings.

The
Company did not recognize a tax benefit in the quarter ended September 30, 2002 and the
Company in fact reversed prior quarters benefits, as there was a question as to
realizability.

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

Revenue
for the quarter ended June 30, 2002 was $1,954,810 compared to Revenue of $2,189,650 for
the quarter ended March 31, 2002, a $234,840 decrease, or 10.7%. Revenue in the quarter
decreased primarily because our customers cut back on orders.

Gross
Profit for the quarter ended June 30, 2002 was $280,589 compared to a Gross Profit of
$478,001 for the quarter ended March 31, 2002, a $197,412 decrease, or 41.3%. Gross Margin
was 14.4% for the quarter ended June 30, 2002 compared to 21.8% for the quarter ended
March 31, 2002. Gross Profit and Gross Margin for the quarter decreased primarily because
our customers cut back on spending as a result of economic uncertainties and because of
price point pressures, which resulted in a lower gross margin.

Selling,
General and Administrative Expenses for the quarter ended June 30, 2002, were $328,314
compared to Selling, General and Administrative Expenses of $357,955 for the quarter ended
March 31, 2002, a $29,641 decrease, or 8.3%. Selling, General and Administrative Expense
decreased in line with the revenue reduction.

19

Depreciation
and Amortization for the quarter ended June 30, 2002, was $2,420 compared to Depreciation
and Amortization of $2,313 for the quarter ended March 31, 2002, a $107 increase as a
result of asset acquisitions.

Delta
States Oil Merger Expenses declined by $39,599 or 100% in the quarter ended June 30, 2002.
These expenses were incurred in the quarter ended March 31, 2002 in connection with the
Merger.

Interest
Expense for the quarter ended June 30, 2002, was $12,639 compared to Interest Expense of
$3,541 for the quarter ended March 31, 2002, a $9,098 or 256.9% increase, commensurate
with the increase in the Companys borrowings.

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

Revenue
for the quarter ended March 31, 2002 was $2,189,650 compared to Revenue of $1,524,848 for
the quarter ended December 31, 2001, a $664,802 increase, or 43.6%. Revenue in the quarter
increased as consumers resumed spending.

Gross
Profit for the quarter ended March 31, 2002 was $478,001 compared to a Gross Profit of
$258,040 for the quarter ended December 31, 2001, a $219,961 increase, or 85.2%. Gross
Margin was 21.8% for the quarter ended March 31, 2002 compared to 16.9% for the quarter
ended December 31, 2001. Gross Profit and Gross Margin for the quarter increased as
consumers resumed spending.

Selling,
General and Administrative Expenses for the quarter ended March 31, 2002, were $357,955
compared to Selling, General and Administrative Expenses of $291,577 for the quarter ended
December 31, 2001, a $66,378 increase, or a 22.8% increase over the prior quarter.
Selling, General and Administrative Expense increased in line with revenue.

Depreciation
and Amortization for the quarter ended March 31, 2002, was $2,313 compared to Depreciation
and Amortization of $934 for the quarter ended December 31, 2001, a $1,379 increase as a
result of asset acquisitions.

Delta
States Oil Merger Expenses of $39,599 were incurred in the quarter ended March 31, 2002 in
connection with the Merger.

Interest
Expense for the quarter ended March 31, 2002, was $3,541 compared to Interest Expense of
$2,897 for the quarter ended December 31, 2001, a $644 increase, commensurate with the
increase in the Companys borrowings.

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 year ended December 31, 2002, and for the
period from October 1, 2001 to December 31, 2001, export sales comprised 28% and 42% 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, 2002 and December 31, 2001 were 0.8 and 1.4, respectively.
Working capital at December 31, 2002 was negative ($147,756) compared to $145,497 at
December 31, 2001. Working capital declined as approximately $300,000 of notes payable to
the principal stockholders were classified as current because of having a maturity of less
than twelve months. Management expects to refinance these loans or extend their
maturities.

20

Net
cash used in operating activities in the year ended December 31, 2002 was $515,162
compared to $290,461 used in the period ended December 31, 2001. Cash used in operating
activities during both periods was primarily as a result of increases in inventory and
prepaid expenses, and an increase in accounts receivable in 2001, reduced by increases in
accounts payable, accrued expenses and customer deposits and a decrease in accounts
receivable in 2002 and by the net loss incurred in both periods.

Net
cash used in investing activities in the year ended December 31, 2002 was $164,024
compared to $22,937 used in the period December 31, 2001. In all instances this cash was
used to purchase property, equipment, computer software and fund leasehold improvements.

Net
cash provided by financing activities in the year ended December 31, 2002 was $640,967
compared to $406,000 in the period December 31, 2001. Cash was provided in 2002 from loans
from officers offset by principal payments on capital leases. Cash in 2001 was provided by
the sale of common stock and loans from officers.

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

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

We
expect that US corporations will most likely start to implement conversions to new
operating systems in the second half of 2003, including the replacement of PC computer
equipment, resulting in an anticipated greater source of used computer equipment becoming
available for resale. These expectations are supported by recent Gartner Dataquest
reports, including Gartner Dataquests Global PC Forecast projections that PC
shipments will grow 6.6 percent in 2003 and 11.4 percent in 2004. Gartner Dataquest
believes that large pools of installed PCs, purchased from 1998 to 2001, are due for
replacement, most of which they forecast to begin in the second half of 2003 and extend
into 2004.

We
do not have any material commitments for capital expenditures. We expect to complete the
implementation of the AMG through internally generated funding.

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

FACTORS AFFECTING FUTURE
OPERATOIN RESULTS

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

21

Uncertainty Of Future
Financial Results

We
are a newly formed business, having commenced operations in October 2001. We incurred
substantial losses in the quarters ended September 30, 2002 and December 31, 2002, and had
losses in three out of four quarters in 2002 and a loss in the quarter ended December 31,
2001. As of December 31, 2002, we had an accumulated Stockholders Deficit of
$290,269. Our future financial results are uncertain. There can be no assurance that we
will achieve profitability, and we may continue to incur losses in the foreseeable future.
Achieving 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 five quarters of historic quarterly
operating results, only one of which has 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 4 continents. In fiscal year 2001, our top ten
customers (all of whom were new) accounted for approximately 89.8% of our total revenues.
In the year ended December 31, 2002, our top ten customers accounted for approximately
59.6% of our total revenues. In each of those periods 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.

22

In
fiscal 2001 and in the year ended December 31, 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 year ended December 31, 2002, and for the period from October 1, 2001 to December
31, 2001, export sales comprised 28% and 42% 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. During
the year ended December 31, 2001, we purchased approximately 59% of our products from IBM
Credit Corporation. During the year ended December 31, 2002, we purchased approximately
64% of our 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. There can be no assurance,
however, that any of these vendors will continue to do business with us. The loss of these
vendors would significantly impact our ability to offer products for sale.

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

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

23

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 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.

24

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:

- 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;
- privately and publicly owned  businesses such as TechsMart,  Redemtech,  Solectron and  Spacefitters  that
         offer asset management and end-of-life product refurbishment and remarketing services;
- traditional  store-based  computer  retailers,  such as Best Buy Co.,  Inc.,  Circuit City  Stores,  Inc.,
         CompUSA and Gateway Country; and
- 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 such dividends will be paid in the foreseeable future. We intend to use any
earnings which may be generated to finance the growth of our businesses. Our Board of
Directors has the right to authorize the issuance of preferred stock, without further
shareholder approval, the holders of which may have preferences over the holders of the
Common Stock as to payment of dividends.

25

Lack Of Trading and
Liquidity of Our Common Stock

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

Dependence On Key
Individuals

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

|Name             |  | Position                                                  | 
|---------------- |  | --------------------------------------------------------- | 
|                
|David Harris     |  | Vice President, Information Technology and Systems        | 
|David A. Loppert |  | Vice President, Business Development, Secretary, Director | 
|Marc Sherman     |  | Chairman, President and Chief Executive Officer, Director | 

Control By Principal
Stockholders

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

Anti-Takeover Provisions

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

CRITICAL ACCOUNTING POLICIES

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

26

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,
and at both December 31, 2001 and December 31, 2002 had no differences and, therefore, no
warranty reserve has been recorded. Should a reserve be recorded, it would increase both
cost of sales and accrued expenses.

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

The
Company evaluates the realizability of its deferred tax assets on an ongoing basis by
assessing its valuation allowance and by adjusting the amount of such allowance, if
necessary. In the determination of the valuation allowance, the Company has considered
future taxable income and the feasibility of tax planning initiatives. Should the Company
determine that it is more likely than not that it will realize certain of its deferred tax
assets in the future, an adjustment would be required to reduce the existing valuation
allowance and reduce tax expense. On the contrary, if the Company determined that it would
not be able to realize a deferred tax asset created by net operating losses and other
timing differences between the book and tax methods of accounting, an adjustment to
increase the valuation allowance would be charged to income tax expense in the period such
conclusion was made. Currently, the Company 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.

27

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.

ITEM 7.     
FINANCIAL STATEMENTS

Our
financial statements included in this Annual Report on Form 10-KSB/A are listed in Item 13
and begin immediately after Item 14 on pages F-1 through F-15.

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

None

28

PART III

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

Our Directors and
Executive Officers are:

|Name               |  | Age |  | Position                                                  | 
|------------------ |  | --- |  | --------------------------------------------------------- | 
|                  
|Marc Sherman       |  | 40  |  | Chairman, President and Chief Executive Officer, Director | 
|R. Keith Elliott   |  | 60  |  | Director                                                  | 
|David A. Loppert   |  | 48  |  | Vice President, Business Development, Secretary, Director | 
|Edward L. Cummings |  | 52  |  | Vice President, Chief Financial Officer, Treasurer        | 
|Carl C. Saracino   |  | 34  |  | Vice President, Operations                                | 
|Michael P. Sheerr  |  | 47  |  | Vice President, Sales                                     | 
|Robert D. Jackson  |  | 36  |  | Vice President, Investor Relations                        | 
|David Harris       |  | 39  |  | 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 2003 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 2003 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, 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.

29

David
A. Loppert joined WindsorTech in October 2001 as a Vice President and corporate Secretary.
His term of office expires at the 2003 annual meeting and he has indicated he is available
for reelection. Mr. Loppert served as Chief Executive Officer of SysComm International
Corporation, a network and systems integrator, from December 2000 to July 2001. From
February 1997 to November 2000, he was Vice President, Chief Financial Officer and
Assistant Secretary of Applied Digital Solutions, an advanced technology development
company. From 1996 to 1997, he was Chief Financial Officer of Bingo Brain, Inc., a
manufacturer of a hand-held bingo computer, and from 1994 to 1996, he was Chief Financial
Officer of both C.T.A. America, Inc. and Ricochet International, L.L.C, both of which were
involved in the importation and distribution of footwear. Mr. Loppert started his
financial career with Price Waterhouse, an international accounting firm, in 1978 in
Johannesburg, South Africa, before moving to its Los Angeles Office in 1980 where he rose
to the position of Senior Manager. He holds Bachelor degrees in Accounting and Commerce,
as well as a Higher Diploma in Accounting, all from the University of the Witwatersrand,
Johannesburg, and was designated a Chartered Accountant (South Africa) in 1980.

Edward
L. Cummings co-founded WindsorTech and has served as its Vice President, Chief Financial
Officer and Treasurer since inception. 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.

30

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

David
Harris 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:

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

Compliance with Section
16(a) of the Exchange Act

Not
applicable. We do not have any securities registered pursuant to Section 12 of the
Exchange Act.

[Remainder of page intentionally left blank]

31

ITEM 10.     
EXECUTIVE COMPENSATION

The
following table sets forth certain summary information concerning the total remuneration
paid in 2002 and 2001 to the Companys Chief Executive Officer and its four other
most highly compensated executive officers. The Company had no operating activity or
executive compensation prior to October 1, 2001.

Summary Compensation Table

|                               |  |      |  |                     |  | Long-Term Compensation |  |                              | 
|------------------------------ |  | ---- |  | ------------------- |  | ---------------------- |  | ---------------------------- | 
|                               |  |      |  |                     |  |                        |  |                              | 
|                               |  |      |  | Annual Compensation |  | Awards                 |  | Payouts                      | 
|                               |  |      |  |                     |  |                        |  |                              | 
|Name and PrincipalPosition (1) |  | Year |  | Salary($)           |  | Bonus ($)(2)           |  | Other AnnualCompensation ($) | 
|                              
|Marc Sherman                   |  | 2002 |  | $   100,000         |  | $    13,000            |  | $      2,500                 | 
|Chairman, CEO and   President  |  | 2001 |  | $     10,000        |  | $            --        |  | $            --              | 
|                               | 
|                              
|Edward L. Cummings             |  | 2002 |  | $   100,000         |  | $    13,000            |  | $      2,500                 | 
|Vice President, Treasurer      |  | 2001 |  | $     10,000        |  | $            --        |  | $            --              | 
|and CFO                        | 
|                              
|David A. Loppert               |  | 2002 |  | $   100,000         |  | $    13,000            |  | $      2,500                 | 
|Director, Vice President,      |  | 2001 |  | $     10,000        |  | $            --        |  | $            --              | 
|Secretary                      | 
|                              
|Carl C. Saracino               |  | 2002 |  | $   100,000         |  | $    13,000            |  | $      2,500                 | 
|Vice President,                |  | 2001 |  | $     10,000        |  | $            --        |  | $            --              | 
|                              
|Michael P. Sheerr              |  | 2002 |  | $   100,000         |  | $    13,000            |  | $      2,500                 | 
|Vice President                 |  | 2001 |  | $     10,000        |  | $            --        |  | $            --              | 

---

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

(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.

Option Grants in Last
Fiscal Year

The
following table contains information concerning the grant of Stock Options to the named
executive officers during 2002:

|                   |  | Individual Grants                                    |  |                                               | 
|------------------ |  | ---------------------------------------------------- |  | --------------------------------------------- | 
|Name               |  | Number of SecuritiesUnderlying Options
Grnted (#)(1) |  | % of Total OptionsGranted to Employees in2002 | 
|                   |  |                                                      |  |                                               | 
|Marc Sherman       |  | 125,000                                              |  | 10.1%                                         | 
|Edward L. Cummings |  | 100,000                                              |  | 8.1%                                          | 
|David A. Loppert   |  | 125,000                                              |  | 10.1%                                         | 
|Carl C. Saracino   |  | 100,000                                              |  | 8.1%                                          | 
|Michael P. Sheerr  |  | 100,000                                              |  | 8.1%                                          | 

---

|(1) | Based on the grant date present value of $0.005 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 0%; risk-free interest rate of 4.5%; and expected lives of 5 years.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

32

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 2002 and unexercised options held on December
31, 2002:

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

|                   |  | Exercised in 2002                |  | Number of Securities Underlying Unexercised
Options at Year End 2002 (#) |  | Value of Unexercised In-The-Money Options at
Year End 2002 ($)(1) | 
|------------------ |  | -------------------------------- |  | ------------------------------------------------------------------------ |  | ----------------------------------------------------------------- | 
|Name               |  | Shares Acquired UponExercise (#) |  | Value Realized ($)(1)                                                    |  | Exercisable                                                       | 
|                   |  |                                  |  |                                                                          |  |                                                                   | 
|Marc Sherman       |  | --                               |  | $          --                                                            |  | 375,000                                                           | 
|Edward L. Cummings |  | --                               |  | $          --                                                            |  | 350,000                                                           | 
|David A. Loppert   |  | --                               |  | $          --                                                            |  | 375,000                                                           | 
|Carl C. Saracino   |  | --                               |  | $          --                                                            |  | 350,000                                                           | 
|Michael P. Sheerr  |  | --                               |  | $          --                                                            |  | 350,000                                                           | 

|(1) | Our Common Stock is not quoted on any national stock market; accordingly there is no public market for our
Common Stock at this time.
|--- | -------------------------------------------------------------------------------------------------------------------------------------

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

Prior
to the fourth quarter of 2001, non-employee directors of the Company did not receive a fee
for their attendance at meetings of the Companys Board of Directors. Beginning in
the first quarter of 2002, the non-employee director compensation was changed 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 $0.026 per share or the last sales 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   |  | 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) |  | 

33

---

|(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 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.
|--- | -------------------------------------------

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
compliance with his non-compete agreement.

34

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 August 7, 2003:

|Title of Class | Name and Address of Beneficial Owner                        | Amount and Nature ofBeneficial Owner (1) | Percent of Class
|-------------- | ----------------------------------------------------------- | ---------------------------------------- | ----------------
|Common         | Edward L. Cummingsc/o 70 Lake DriveHighstown, NJ 08520      | 2,711,200                                | 16.7%           
|Common         | R. Keith Elliottc/o 70 Lake DriveHightstown, NJ 08520       | 125,000                                  | *               
|Common         | Steven H. Levinsonc/o 70 Lake DriveHightstown, NJ 08520     | 125,000                                  | *               
|Common         | David A. Loppertc/o 70 Lake DriveHightstown, NJ 08520       | 2,762,000                                | 17.0%           
|Common         | Carl C. Saracinoc/o 70 Lake DriveHightstown, NJ 08520       | 2,665,000                                | 16.4%           
|Common         | Michael P. Sheerrc/o 70 Lake DriveHightstown, NJ 08520      | 2,694,000                                | 16.6%           
|Common         | Marc Sherman (1)c/o 70 Lake DriveHightstown, NJ 08520       | 2,760,300                                | 17.0%           
|Common         | All Directors and Executive Officers as a
Group (9 Persons) | 14,392,500                               | 88.5%           

---

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

|1. | This table includes presently exercisable stock options. Other than these presently exercisable
options, the Company has not granted any other options, warrants, rights, conversion privileges or similar
obligations. 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; Steven H. Levinson - 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.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

Set
forth in the table below is information, as of August 8, 2003, 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 SharesBeneficially Owned |  | Percent Of Class
|----------------------------------------------------------- |  | ---------------------------------- |  | ----------------
|                                                            |  |                                    |  |                 
|Alfred D. Morgan, Ph.D.888 Riverbank RoadStamford, CT 06903 |  | 826,000                            |  | 5.1%            

35

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.

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), as follows:

|Name               |  | Amount ofLoan |  | Maturity         |  | Interest Rate | 
|------------------ |  | ------------- |  | ---------------- |  | ------------- | 
|Marc Sherman       |  | $110,000      |  | January 31, 2005 |  | 12%           | 
|Edward L. Cummings |  | $110,000      |  | January 31, 2005 |  | 12%           | 
|David A. Loppert   |  | $110,000      |  | January 31, 2005 |  | 12%           | 
|Carl C. Saracino   |  | $110,000      |  | January 31, 2005 |  | 12%           | 
|Michael P. Sheerr  |  | $110,000      |  | 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.

36

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 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 March 31, 2003
          and December 31, 2002, $381,326 and $341,020, respectively, were due under the
          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 whom 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 have any business
experience with Keystone.

Sales
to Keystone amounted to approximately $1,160,000 and $520,000 for the years ended December
31, 2002 and 2001, respectively. Accounts receivable from Keystone amounted to $3,261 and
$72,450 at December 31, 2002 and 2001, respectively.

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.

Shares issued to
Principal Stockholders/Executive Officers

|Principal Stockholder /Executive Officer | Date Issued                    | Note | Issued For                                           | Number ofCommon Shares   
|---------------------------------------- | ------------------------------ | ---- | ---------------------------------------------------- | -------------------------
|Edward L. Cummings                       | Oct - 2001Jan - 2002Dec - 2002 | ABC  | Capital ContributionMerger ConsiderationCompensation | 5,000,0001,800,000500,000
|                                         |                                |      |                                                      |                          
|David A. Loppert                         | Oct - 2001Jan - 2002Dec - 2002 | ABC  | Capital ContributionMerger ConsiderationCompensation | 5,000,0001,800,000500,000
|                                         |                                |      |                                                      |                          
|Carl C. Saracino                         | Oct - 2001Jan - 2002Dec - 2002 | ABC  | Capital ContributionMerger ConsiderationCompensation | 5,000,0001,800,000500,000

37

|Michael P. Sheerr | Oct - 2001Jan - 2002Dec - 2002 | ABC | Capital ContributionMerger ConsiderationCompensation | 5,000,0001,800,000500,000
|----------------- | ------------------------------ | --- | ---------------------------------------------------- | -------------------------
|                  |                                |     |                                                      |                          
|Marc Sherman      | Oct - 2001Jan - 2002Dec - 2002 | ABC | Capital ContributionMerger ConsiderationCompensation | 5,000,0001,800,000500,000

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/A.

Reports on Form 8-K

None.

The financial statements listed below
appear immediately after page 42.

|Independent Auditors' Report                |  | F-1        | 
|------------------------------------------- |  | ---------- | 
|Financial Statements                        | 
|Balance Sheets                              |  | F-2        | 
|Statements Of Operations                    |  | F-3        | 
|Statement Of Stockholders' Equity (Deficit) |  | F-4        | 
|Statements Of Cash Flows                    |  | F-5        | 
|Notes To Financial Statements               |  | F-6 - F-15 | 

38

ITEM 14.     
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.

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

39

SIGNATURES

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

|                         | WindsorTech, Inc.
(Registrant)
|------------------------ | ------------------------------
|Dated:   August 12, 2003 | By:                           
|                         |                               

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

|Signature              | Title                                                                                  | Date           
|---------------------- | -------------------------------------------------------------------------------------- | ---------------
|/s/ MARC SHERMAN       | Chairman of the Board, Chief                                                           | August 12, 2003
|(Marc Sherman)         | Executive Officer and President                                                        |                
|/s/ EDWARD L. CUMMINGS | Vice President, Treasurer and                                                          | August 12, 2003
|(Edward L. Cummings)   | Chief Financial Officer(Principal Financial Officer and 
Principal Accounting Officer) |                
|/s/ DAVID A. LOPPERT   | Vice President, Secretary and                                                          | August 12, 2003
|(David A. Loppert)     | Director                                                                               |                
|/s/ R. KEITH ELLIOTT   | Director                                                                               | August 12, 2003
|(R. Keith Elliott)     |                                                                                        |                

40

LIST OF EXHIBITS

|ExhibitNumber | 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

|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.

42

# Index

|A.    December
31, 2002 and 2001           
|-------------------------------------------
|Independent Auditors Report               
|Financial Statements                       
|Balance Sheets                             
|Statements Of Operations                   
|Statement Of Stockholders Equity (Deficit)
|Statements Of Cash Flows                   
|Notes To Financial Statements              

# Independent Auditors Report

Board of Directors and
StockholdersWindsorTech, Inc.
Hightstown, New Jersey

We have audited the accompanying
balance sheets of WindsorTech, Inc. as of December 31, 2002 and 2001 and the related
statements of operations, stockholdersequity and cash flows for the year ended
December 31, 2002 and the period from inception (August 10, 2001) through December
31, 2001. 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, 2002 and 2001 and the results of its
operations and its cash flows for the year ended December 31, 2002 and the period from
inception (August 10, 2001) through December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

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

St. Louis, Missouri
January 23, 2003

F-1
WINDSORTECH, INC.BALANCE SHEETSAssetsDecember 31,2002
     2001Current Assets   Cash and cash equivalents
     
     
     $54,383
        
     $92,602Accounts receivable, net of allowance of $10,000 in 2002
     21,736
        
     51,483Accounts receivable - related party
     3,261
        
     72,450Inventories
     427,140
        
     277,908Prepaid income taxes
     72,000
        
     Prepaid expenses
     22,049
        
     15,963Deferred income taxes
     44,948
        
     Total Current Assets
     645,517
        
     510,406Property And Equipment, Net
     246,816
        
     35,146Deposits and Other Assets
     39,587
        
     40,187Deferred Income Taxes
     82,072
        
     $1,013,992
        
     $585,739Liabilities And Stockholders Equity (Deficit)Current LiabilitiesCurrent maturities of capital lease obligations
     $9,709
        
     $4,945Accounts payable
     252,358
        
     67,564Accrued expenses
     94,451
        
     125,400Accrued payroll
     87,735
        
     11,000Notes payable - principal stockholders, current portion
     349,020
        
     156,000Total Current Liabilities
     793,273
        
     364,909Notes Payable - Principal Stockholders
     500,000
        
     Capital Lease Obligations
     10,988
        
     8,198Total Liabilities
     1,304,261
        
     373,107Commitments And Contingencies (Notes 8 And 9)Stockholders Equity (Deficit)Preferred shares: authorized 5,000,000 in 2002and 2001, $0.01 par value, none issued
     
        
     Common shares: authorized 35,000,000 in 2002and 2001, $0.01 par value; 14,914,168 shares issuedand outstanding in 2002 and 9,000,000 issued andoutstanding in 2001
     149,142
        
     90,000Additional paid-in capital
     176,648
        
     160,000Retained earnings (deficit)
     (616,059
        )
     (37,368
        )Total Stockholders Equity (Deficit)
     (290,269
        )
     212,632$1,013,992
        
     $585,739See the accompanying notes to financial statements.
     Page F - 2WINDSORTECH, INC.STATEMENTS OF OPERATIONSFor TheYear EndedDecember 31, 2002
     For The PeriodFrom Inception(August 10, 2001)ThroughDecember 31, 2001Revenue
     
     
     $6,543,147
        
     $1,524,848Cost Of Sales
     5,659,446
        
     1,266,808Gross Profit
     883,701
        
     258,040Selling, General And Administrative Expenses
     1,509,339
        
     291,577Depreciation And Amortization
     20,621
        
     934Interest Expense
     59,052
        
     2,897Loss Before Benefit For Income Taxes
     (705,311
        )
     (37,368
        )Benefit For Income Taxes
     (126,620
        )
     Net Loss
     $(578,691
        )
     $(37,368
        )Net Loss Per Common Share - Basic and Diluted
     $(0.049
        )
     $(0.004
        )Weighted Average Number of Common SharesOutstanding - Basic and Diluted
     11,757,159
        
     9,000,000See the accompanying notes to financial statements.
     Page F - 3WINDSORTECH, INC.STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
For The Year Ended December 31, 2002 And The Period From Inception
(August 10, 2001) Through December 31, 2001Common Stock
     AdditionalPaid-inCapital
     RetainedEarnings(Deficit)
     TotalStockholdersEquity (Deficit)Shares
     AmountInception
     
     
     
     
     
     $
     
     
     $
     
     
     $
     
     
     $
     Issuance Of Common Stock (1)
     9,000,000
        
     90,000
        
     160,000
        
     
        
     250,000Net Loss
     
        
     
        
     
        
     (37,368
        )
     (37,368
        )Balance - December 31, 2001
     
     
     9,000,000
        
     90,000
        
     160,000
        
     (37,368
        )
     212,632Merger Consideration - Delta States Oil, Inc. (2)
     2,999,168
        
     29,992
        
     (29,992
        )
     
        
     Shares Issued For Compensation
     2,915,000
        
     29,150
        
     46,640
        
     
        
     75,790Net Loss
     
        
     
        
     
        
     (578,691
        )
     (578,691
        )Balance - December 31, 2002
     14,914,168
        
     $149,142
        
     $176,648
        
     $(616,059
        )
     $(290,269
        )(1)

Retroactively
restated to equal the equivalent number of shares received by the Windsortech, Inc.
    (Accounting Acquirer) selling shareholders in connection with the Merger.(2)

Delta
States Oil, Inc. shares outstanding or issued in connection with the Merger.See the accompanying notes to financial statements.
     Page F - 4WINDSORTECH, INC.STATEMENT OF CASH FLOWSFor TheYear EndedDecember 31, 2002
     For The PeriodFrom Inception(August 10, 2001)ThroughDecember 31, 2001Cash Flows From Operating Activities   Net loss
     
     
     $
(578,691
        )
     $
(37,368
        )Adjustments to reconcile net loss to net cash used inoperating activities:Depreciation and amortization
     20,621
        
     934Deferred interest on notes payable - principal stockholders
     45,721
        
     Deferred income taxes
     (127,020
        )
     Common stock issued for services
     75,790
        
     Change in assets and liabilities:Increase in accounts receivable
     98,936
        
     (123,933
        )Increase in inventories
     (149,232
        )
     (277,908
        )Increase in prepaid expenses and other current assets
     (77,186
        )
     (15,963
        )Increase in deposits and other assets
     (300
        )
     (40,187
        )Increase in accounts payable and accrued expenses
     176,199
        
     203,964Net Cash Used In Operating Activities
     (515,162
        )
     (290,461
        )Cash Flows Used In Investing ActivitiesPayments for property and equipment
     (164,024
        )
     (22,937
        )Cash Flows From Financing ActivitiesProceeds from the issuance of common stock
     
        
     250,000Net proceeds from notes payable - principal stockholders
     647,299
        
     156,000Payments on capital lease obligations
     (6,332
        )
     Net Cash Provided By Financing Activities
     640,967
        
     406,000Net Increase (Decrease) In Cash And Cash Equivalents
     (38,219
        )
     92,602Cash And Cash Equivalents - Beginning Of Period
     92,602
        
     Cash And Cash Equivalents - End Of Period
     $54,383
        
     $92,602Supplemental Disclosure Of Cash Flow InformationIncome taxes paid
     $72,400
        
     $Interest paid
     13,331
        
     2,897Noncash investing and financing activities (Note 11)See the accompanying notes to financial statements.
     Page F - 5WINDSORTECH, INC.Notes To Financial StatementsDecember 31, 2002 And 20011.

Summary
Of Significant Accounting PoliciesBusiness
OrganizationWindsorTech,
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 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.Towards
the end of 2002, the Company established the AMG, a new division of the Company, 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 year ended December 31, 2002.Segment
ReportingThe
Company operates in one reportable business segment.EstimatesThe
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.Page F-6
WINDSORTECH, INC.Notes To Financial
Statements (continued)Revenue
RecognitionFor
product sales, the Company recognizes revenue at the time products are shipped and title
is transferred, which is in accordance with the stated shipping terms. Revenue is
recognized in accordance with these shipping terms so long as a purchase order or verbal
commitment has been received or a contract has been executed, there generally are no
uncertainties regarding customer acceptance, the sales price is fixed and determinable
and collectibility is deemed probable. If uncertainties exist regarding customer
acceptance or collectibility, revenue is recognized when those uncertainties have been
resolved. The Company provides a limited warranty on some of its products. The Company
analyzes its estimated warranty costs and provides an allowance as necessary, based on
experience. At December 31, 2002 and 2001, 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 EquivalentsThe
Company considers all liquid instruments purchased with a maturity of three months or
less to be cash equivalents.Accounts
ReceivableAccounts
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.InventoriesInventories
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 EquipmentProperty
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.Page F-7
WINDSORTECH, INC.Notes To Financial Statements (continued)Property,
equipment, computer software and leasehold improvements are depreciated or amortized
using the straight-line method over 2 to 5-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.DepositsDeposits
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.Income
TaxesAt
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, the Company was not liable for federal income taxes, but rather the
stockholders will include their distributive share of the taxable income or loss of the
Company on their 2002 personal income tax returns. As of January 31, 2002, as a result of
the Merger, the Company reverted to C Corporation status under the Internal Revenue Code.
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 ShareBasic
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 have
not been calculated for the year ended December 31, 2002, or the period from
inception to December 31, 2001, because the potentially dilutive securities of the
Company (consisting of stock options granted to employees) did not have a public market.Fair
Value Of Financial InstrumentsThe
carrying amounts of financial instruments including cash and cash equivalents, accounts
receivable and accounts payable approximate fair value due to the relatively short
maturity of these instruments. The carrying value of the capital lease obligations,
including the current portion, approximates fair value based on the incremental borrowing
rates currently available to the Company for financing with similar terms and maturities.Page F-8
WINDSORTECH, INC.Notes To Financial Statements (continued)Stock-Based
CompensationThe
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 6). 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, Accounting for Stock-Based Compensation, the Companys net loss
would have increased. The pro forma amounts are indicated below:2002
     
     
     2001Net Loss    
As reported
     
     
     
        $(578,691)
        
     
        $(37,368)Pro Forma
     
     
     
        $(582,095)
        
     
        (39,755)Loss Per Common share - Basic and Diluted
    As reported
     
     
     
        $(0.049)
        
     
        $(0.004)Pro forma
     
     
     
        $(0.050)
        
     
        $(0.004)The
weighted average per share fair value of the options granted was $0.005 and $0.002 for
the year ended December 31, 2002 and the period ended December 31, 2001, 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:2002
     
     
     2001Risk-free interest rates
     
     
     
        4.5
        %
     
        3.93
        %Expected option lives
        
        
     
        5 years
        
     
        5 yearsExpected volatilities
        
        
     
        0
        %
     
        0
        %Expected dividend yields
        
        
     
        0
        %
     
        0
        %Impact
Of Recently Issued Accounting StandardsIn
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 Correctionseliminates 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 will adopt SFAS No.
146 in 2003. SFAS No. 146 is not expected to impact the Companys financial position
or results of operations.Page F-9
WINDSORTECH, INC.Notes To Financial Statements (continued)In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure. SFAS No. 148 amends SFAS No. 123 to provide alternative
methods of transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the disclosures
in both annual and interim financial statements about the method of accounting for
stock-based employee compensation and its effect on reported results. The Company adopted
the disclosure requirements in 2002, and will adopt the remaining provisions of SFAS No.
148 in 2003. The Company has not determined the effect that the remaining provisions of
SFAS No. 148 will have on its financial position or results of operations.2.

Inventories2002
     
     
     2001Finished goods
     
     
     $263,660
        
     $277,908Inventory in transit
     183,480
        
     Allowance for excess and obsolescence
     (20,000
        )
     $427,140
        
     $277,9083.

Property
And Equipment2002
     
     
     2001Furniture and fixtures
     
     
     $
14,037
        
     $
14,037Equipment
     45,093
        
     18,143Leasehold Improvements
     7,427
        
     Computer equipment and software
     86,495
        
     153,052
        
     32,180Less:  Accumulated depreciation
     (21,555
        )
     (934
        )131,497
        
     31,246Construction in progress
     115,319
        
     3,900$246,816
        
     $35,146At
December 31, 2002 and 2001, equipment includes assets acquired under capital lease
obligations in the amount of $32,135 and $18,143, respectively. The lease obligations
are considered capital leases based on the bargain purchase options available to the Company.
Related accumulated
depreciation amounted to $4,864 and $302 at December 31, 2002 and 2001, respectively.
Amortization expense of these capital leased assets is included in depreciation expense.Depreciation
charged against income amounted to $20,621 and $934 for the year ended December 31, 2002
and the period from inception through December 31, 2001, respectively.Page F-10

WINDSORTECH, INC.Notes To Financial Statements (continued)4.

Capital
LeasesThe
Company leases certain equipment under non-cancelable capital leases. The assets acquired
under these leases have been capitalized and the related obligations included in capital
lease obligation in the financial statements. The remaining future minimum lease payments
at December 31, 2002 are due as follows:Year
     Amount2003
     $11,0322004
     8,1232005
     3,477Total future minimum lease payments
     22,632Less: Amount representing interest
     1,935Present value of future minimum lease payments
     20,697Less: Current portion
     9,709$10,9885.

Notes
Payable Principal Stockholders2002
     
     
     2001Notes payable, secured by substantially all of the
Companys assets, with interest only payments at 12%
payable monthly in arrears, with $8,000 due on demand
and all principal and accrued interest due and payable
on January 31, 2004
     $508,000
        
     $Revolving lines of credit, secured by substantially all
of the Companys assets, due on demand, bearing
interest at 12% per annum
     341,020
        
     156,000849,020
        
     156,000Less current maturities
     349,020
        
     156,000$500,000
        
     $On
April 24, 2002, the Company entered into a secured loan agreement with its principal
stockholders. The agreement was amended on September 30, 2002 to extend the maturity date
of $500,000 of the principal amount owed. Each principal stockholder loaned 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-11

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, 2002 and
2001, $341,020 and $156,000, respectively, had been advanced.6.

Stock-Based
CompensationStock
Option GrantsIn
October 2001, the Company granted 1,350,000 options to its 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.In
2002, the Company issued additional options to purchase 1,240,000 shares of its common
stock at $0.026 per common share. Certain grants vested immediately, while others vest
one year after grant. All options may be exercised at any time for a period of ten years
from the date of vesting.A
summary of stock option activity is as follows:2002
     2001Shares
     ExercisePrice
     Shares
     ExercisePriceOutstandingBeginning of Period
     
     1,350,000
        
     $0.026
        
     
        
     $     Granted
     1,240,000
        
     0.026
        
     1,350,000
        
     0.026Exercised
     
        
     
        
     
        
     Forfeited
     30,000
        
     0.026
        
     
        
     Outstanding on December 31
     2,560,000
        
     0.026
        
     1,350,000
        
     0.026Exercisable on December 31
     2,500,000
        
     $0.026
        
     1,350,000
        
     $0.026Page F-12

WINDSORTECH, INC.Notes To Financial Statements (continued)The
following table summarizes information about the options outstanding at December 31,
2002:Outstanding Stock Options
     Exercisable Stock OptionsExercisePrice
     Shares
     RemainingContractualLife
     ExercisePrice
     Shares
     Exercise Price$ 0.026
     2,560,000
     9 years
     $ 0.026
     2,500,000
     $ 0.026The Company applies APB
Opinion No. 25 and related  interpretations in accounting for all grants.
For all options granted, the exercise price is equal to fair market value at the date of
grant, and, accordingly,
 no compensation cost has been recognized under these plans7.

Income
TaxesAs
discussed in Note 1, the Company elected C Corporation status effective January 31, 2002.
Accordingly, no tax information is provided for the period from inception through
December 31, 2001 as the stockholders distributive share of the 2001 results were
reported on their personal income tax returns.The
2002 benefit for income taxes consists of the following:Current
     
     $        400Deferred
     (127,020
        )$(126,620
        )The
 tax effects of temporary differences and carryforwards that give rise to
significant portions of deferred tax assets and liabilities at December 31, 2002 consist
of the following:Deferred Tax Assets:Liabilities and reserves
     $   44,850Net operating loss carryforwards
     223,723Gross deferred tax assets
     268,573Valuation allowance
     (127,000
        )141,573Deferred Tax Liabilities:Property and Equipment
     14,55314,553Net Deferred Tax Asset
     $ 127,020At
December 31, 2002, the Company had aggregate net operating loss carryforwards of
approximately $573,000 for income tax purposes that expire in 2022.Page F-13

WINDSORTECH, INC.Notes To Financial Statements (continued)The
reconciliation of the effective tax rate with the statutory federal income tax benefit
rate at December 31, 2002 is as follows:%Statutory benefit rate
     
     34State income taxes, net of federal benefits
     6Change in deferred tax asset valuation allowance
     (18
        )Other
     (4
        )188.

ConcentrationsMajor
CustomersFor
the year ended December 31, 2002, and for the period from October 1, 2001 to December 31,
2001, sales to the Companys top ten customers (including sales to a related party
 see Note 10) comprised 55.0% and 89.8% of revenue, respectively. These customers
also comprised 14.7% and 84.5% of the combined accounts receivable and accounts
receivable  related party at December 31, 2002 and 2001, respectively.Company
Data By Operating And Geographic SegmentThe
Company has one reportable segment  Product Sales. In the future, as revenue from
the 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 either the year ended
December 31, 2002 or the period from October 1, 2001 to December 31, 2001.For
the year ended December 31, 2002, and for the period from October 1, 2001 to December 31,
2001, export sales comprised 28% and 42% of revenue, respectively.Revenue
by Geographic Segment comprised:Years Ended December 31,
     2002
     
     2001United States
     $4,706,122
     
     $   881,985Asia
     1,320,633
     
     492,123Europe
     --
     
     129,475Africa
     334,016
     
     --United Kingdom
     118,228
     
     21,265Canada
     64,148
     
     --Total
     $6,543,147
     
     $1,524,848PurchasesThe
Company purchases a majority of its products from a small number of suppliers.
Approximately 64% and 59% of product purchases were from two vendors for the year ended
December 31, 2002 and from one vendor for the period from inception through December 31,
2001, respectively.Page F-14

WINDSORTECH, INC.Notes To Financial Statements (continued)9.

Commitments
And ContingenciesLeaseThe
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 $203,664 and $48,255 for the year ended December 31,
2002 and the period from inception through December 31, 2001, respectively.The
approximate minimum payments required under the operating lease at December 31, 2002 are:Year
     Amount2003
     $159,0002004
     163,0002005
     167,0002006
     128,000$617,000EnvironmentalThe
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.10.

Related
Party TransactionsIn
2002 and 2001, the Company had sales to a customer related to two stockholders and
officers of the Company. Sales for the year ended December 31, 2002 and the period from
inception through December 31, 2001 amounted to approximately $1,160,000 and $520,000,
respectively. Accounts receivable from this customer amounted to $3,261 and $72,450 at
December 31, 2002 and 2001, respectively.11.

Supplemental
Cash Flow InformationDuring
2002 and 2001, the Company acquired equipment under capital leases in the amounts of
$13,886 and $18,143, respectively. The amount financed by the 2001 capital lease
obligation was $13,143.Page F-15