As filed with the Securities and Exchange Commission on February 20, 2003
--------------------------------------------------------------------------------



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

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

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

                           Commission File No.: 0-7539

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

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

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

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

       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
February 11, 2003 is as follows:

Class of Common Equity                                          Number of Shares
----------------------                                          ----------------
Common Stock, par value $.01                                       14,914,168

     Documents incorporated by reference: None

<PAGE>


<TABLE>
<CAPTION>




                                                   TABLE OF CONTENTS

  ITEM                                             DESCRIPTION                                               PAGE


                                                      PART I

           <S>                                                                                                <C>
   1.      Description of Business                                                                             1
   2.      Description of Property                                                                             8
   3.      Legal Proceedings                                                                                   8
   4.      Submissions of Matters to a Vote of Security Holders                                                8


                                                     PART II

    5      Market for Common Equity and Related Stockholder Matters                                            9
    6      Management's Discussion And Analysis of Financial Condition and Results of Operations              11
   7.      Financial Statements                                                                               22
   8.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure               22

                                                     PART III

   9.      Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
           of the Exchange Act                                                                                23
   10.     Executive Compensation                                                                             26
   11.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
           Matters                                                                                            28
   12.     Certain Relationships and Related Transactions                                                     28
   13.     Exhibits And Reports on Form 8-K                                                                   29
   14.     Controls And Procedures                                                                            29


           Signatures                                                                                         31
           Certifications                                                                                     32
           Financial Statements and Exhibits                                                                  34

</TABLE>

<PAGE>


                                     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:

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

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



                                       1
<PAGE>



Recent Developments

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

      On January 30,  2002,  pursuant to the terms of an  Agreement  and Plan of
Merger among WindsorTech,  Inc. (the "Company" or "WTI"), Delta States Oil, Inc.
("Delta") and Alfred D. Morgan, PhD., the Company was merged with and into Delta
in a tax-free merger (the  "Merger"),  and Delta was renamed  WindsorTech,  Inc.
Following  the merger,  the 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.

     As a result of the  Merger,  the  surviving  Company,  which is a  Delaware
corporation,  is now actively engaged in purchasing and selling large volumes of
off-lease/off  finance excess, used,  refurbished and "as-is" computer equipment
and related products and has recently established the AMG to provide services to
companies  wishing to maximize the value of their computer  equipment  coming to
the end of its useful or book life.

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

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

<TABLE>
<CAPTION>

               Name                      Age                                   Position
------------------------------------ ------------ -------------------------------------------------------------------
<S>                                      <C>
Marc Sherman                             39       Chairman, Chief Executive Officer and President
Edward L. Cummings..............         54       Vice President, Chief Financial Officer and Treasurer
Carl C. Saracino................         32       Vice President, Operations
Michael P. Sheerr...............         45       Vice President, Sales
David A. Loppert................         48       Vice President, Business Development and Secretary

</TABLE>
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.

                                       2
<PAGE>

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.

WHAT WE DO


     We purchase  excess,  used and off-lease  "as-is" and refurbished  computer
equipment and related products from a variety of sources  including Fortune 1000
companies, and leasing and finance companies, and either 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,  refurbished and "as-is" products,  including
notebook and desktop computers,  monitors, processors, disk drives, CD's, DVD's,
modems, printers and memory. The majority of the computers we offer 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.


     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 only  expect  to start  generating  continuing
revenue  from AMG  clients  in the second  quarter  of 2003.  We expect to start
incurring  direct AMG  expenses in the first  quarter of 2003 as we start 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.


     We estimate that the cost to fully implement our AMG will be  approximately
$200,000, primarily for the purchase of computer software and hardware, material
handling equipment and

                                       3
<PAGE>


leasehold  improvements,  and we expect that that we will increase the number of
employees from 17 employees to approximately 25 or 30 employees.  As of December
31, 2002, we had incurred approximately $156,000 in expenses related to the AMG.
See "Results of Operations - Liquidity and Capital Resources" and "Risk Factors"
in Item 6 below.

OUR BUSINESS MODEL


     Demand for  refurbished,  used or "as-is" brand name computer  equipment is
growing as consumers  realize they can purchase  excess/used/refurbished/"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:

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

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

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

      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.  IDC also reported that there are close to 1 billion PCs in use
that are more than 4 years old.  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,  leads us to believe that  end-users  will be forced to
upgrade their PC's in order to have fully functioning and manufacturer supported
operating systems.


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

     o diverse equipment locations.

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



                                       4
<PAGE>

     o inoperative units.

     o varying cosmetic conditions.

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

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

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

     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,  Inc.,  a  national  equipment  remarketer,  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.  As
capabilities have soared,  new systems prices have also fallen slowly,  creating
extreme pressure on the residual values of older, less capable technology.


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


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


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


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


                                       5
<PAGE>


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

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

     o    Three Year Lifecycle - generally, organizations that tend to refresh
          their technology platforms every 30 - 36 months tend to experience the
          lowest lifecycle costs. This practice reduces the need to perform
          costly upgrades on older systems, maintains an "in-warranty"
          inventory, and reduces the IT training load incurred when new systems
          are installed frequently.

     o    Older PC's and Operating Systems and Homogeneous Environments -
          generally these are lower cost sites because they are slower to adopt
          new operating systems and tend to upgrade hardware and software
          simultaneously.

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

     o    Used system configurations are inconsistent - many have had upgrades
          and peripheral parts added or removed.

     o    Many used systems are not in good working condition.

     o    Many used systems have cosmetic damage that may affect value and
          suitability for other use.

     o    Used systems contain proprietary data and software licenses which must
          be erased before reuse.

     o    The relatively low value of used systems prohibits costly manual
          processing methods.

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

     o    Service delivery should be consistent because our proprietary system
          provides step-by-step technical instructions based on a client's
          unique profile.

     o    Data reliability should be high because manual data entry will be
          reduced.

     o    Service performance will be 100% audited. No equipment will be
          permitted to exit the process until all specified services, e.g., hard
          drive erasure or sanitation, have been performed.

     o    Costs should be minimized through the application of value-appropriate
          services and production line efficiency, eliminating the need to sort
          and pre-inventory the product.

     o    Complete accountability should be assured by maintaining serial number
          detail for all services performed.

HOW WE ACQUIRE PRODUCTS


     We believe our ability to acquire computer equipment in large quantities at
favorable prices is a



                                       6
<PAGE>



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.


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


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


     The  average age of the  products  that we  purchase  is  approximately  30
months,  and  the  average  age  of  our  manufacturer-refurbished  products  is
approximately  15 months.  The average  time between our purchase of an item and
sale of that item is  approximately  30 days.  Although we assume  inventory and
price risk  associated  with selling these  products,  we believe our ability to
sell our inventory quickly through our distribution channels justifies the risk.
We typically  purchase  products in large  quantities,  and frequently make bulk
purchases  on  an  "as-is"  basis,  which  can  result  in  significantly  lower
acquisition cost,  although these purchases are without  warranties except as to
title  and  quantity  of  equipment.  Sometimes,  a small  part of a  particular
shipment  may not meet our quality  standards  for  products we offer.  In those
cases,  we use the products as parts or seek to immediately  sell these products
in bulk through brokers, who in most cases sell the products internationally.


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


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

HOW WE DETERMINE SELLING PRICES


     We determine our selling prices on the basis of current  market  conditions
and the number of items we have on hand,  as well as our target  profit  margins
for various  types of  products.  In setting the  prices,  we compare  prices of
similar new equipment,  if any, as well as prices offered by our competitors for
similar products over the Internet using 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


                                       7
<PAGE>


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.

EMPLOYEES

     As of  December  31,  2002,  we  employed  17  full-time  and  3  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 continually  monitor our  operations  with respect to
potential environmental issues, including changes in legally mandated standards.


ITEM 2. DESCRIPTION OF PROPERTY

     We lease  approximately  38,000 square feet of general  warehouse,  repair,
shipping  and office  space in  Hightstown,  New Jersey  pursuant to a five year
lease at a current  annual rental of  approximately  $158,000,  escalating  each
year. The lease is a triple-net lease, which means we are responsible for all of
the  operating  costs of the  building,  including  property  taxes,  insurance,
management  fees and repairs.  During the year ended  December 31, 2002, we paid
the landlord  approximately  $42,000 for these  charges.  This lease  expires in
September 2006 but may be extended for one five-year period at our option.


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.




                                       8
<PAGE>

                                     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.

Holders

     As of February 11, 2003, there were  approximately  3,300 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

<TABLE>

<CAPTION>

                                                                                             Number of securities
                                                                                            remaining available for
                                Number of Securities to be    Weighted-average exercise      future issuance under
                                  issued upon exercise of       price of outstanding       equity compensation plans
                                   outstanding options,         options, warrants and        (excluding securities
                                    warrants and rights                rights              reflected in column (a))
Plan Category                               (a)                          (b)                          (c)
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                           <C>                         <C>
Equity compensation plans
approved by security holders             2,560,000                     $0.026                      3,760,000

Equity compensation plans not
approved by security holders                --                           --                           --

----------------------------------------------------------------------------------------------------------------------
Total                                    2,560,000                     $0.026                      3,760,000
======================================================================================================================

</TABLE>

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.

<TABLE>
<CAPTION>


Name/Entity/Nature           Date Issued     Note                           Issued For           Number of Common
------------------           -----------     ----                           ----------
                                                      Number of
                                                       Persons                                             Shares
<S>                           <C>             <C>        <C>                                               <C>
Edward L. Cummings            Oct - 2001       1          1            Capital Contribution                 50,000
David A. Loppert              Oct - 2001       1          1            Capital Contribution                 50,000
Carl Saracino                 Oct - 2001       1          1            Capital Contribution                 50,000
Michael P. Sheerr             Oct - 2001       1          1            Capital Contribution                 50,000




                                       9
<PAGE>

Marc Sherman                  Oct - 2001       1          1            Capital Contribution                 50,000

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 Saracino                 Jan - 2002       2          1            Merger Consideration              1,800,000
Michael P. Sheerr             Jan - 2002       2          1            Merger Consideration              1,800,000
Marc Sherman                  Jan - 2002       2          1            Merger Consideration              1,800,000

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

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

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

</TABLE>

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

2.   Represents  shares issued in connection with the Merger of WTI and Delta 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.

3.   Represents  shares  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.

4.   Represents  shares issued to for past services rendered to Delta in lieu of
     cash. The certificate representing the shares was legended to indicate that
     they were restricted.

5.   Represents  shares issued in lieu of cash  compensation.  The  certificates
     representing   the  shares  were   legended  to  indicate  that  they  were
     restricted.


                                       10
<PAGE>




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 expect to start  generating
continuing  revenue from AMG clients in the second quarter of 2003. We expect to
start  incurring  direct AMG  expenses in the first  quarter of 2003 as we start
hiring and training employees.





                  [Remainder of page intentionally left blank]





                                       11
<PAGE>


RESULTS OF OPERATIONS

     The  following  table sets forth,  for the  periods  indicated  below,  the
relationships to total revenue of line items in our statements of operations for
the 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.
<TABLE>
<CAPTION>


                                         Year Ended                                          Three Months Ended
                                    ------------------  ----------------------------------------------------------------------------

                                         December 31,   December 31,  December 31, September 30, June 30,   March 31,
                                                 2002           2002       2001      2002         2002          2002
                                    ------------------  ----------------------------------------------------------------------------
                                            (Audited)     (Unaudited)   (Audited)    (Unaudited) (Unaudited) (Unaudited)
                                            ---------     -----------   ---------   -----------   ----------- -----------
                                    ------------------  ----------------------------------------------------------------------------
                                                    %           %           %           %           %           %
                                                    -           -           -           -           -           -
<S>                                             <C>         <C>         <C>         <C>         <C>         <C>
Revenue                                         100.0       100.0       100.0       100.0       100.0       100.0
Cost of sales                                    86.5        92.0        83.1        97.3        85.6        78.2
-----------------------------------------------------------------------------------------------------------------
Gross profit                                     13.5         8.0        16.9         2.7        14.4        21.8
Selling, general and administrative
    expenses                                     23.1        36.7        19.1        29.0        16.8        16.3
Depreciation and amortization                     0.3         0.7         0.1         0.6         0.1         0.1
Delta States Oil Merger Expenses                 --          --          --          --          --           1.8
Interest expense                                  0.9         2.0         0.2         1.5         0.6         0.2
-----------------------------------------------------------------------------------------------------------------
Income (loss) before provision (benefit)        (10.8)      (31.4)       (2.5)      (28.4)       (3.1)        3.4
    for income taxes
Provision (benefit) for income taxes             (1.9)      (11.1)       --          (0.5)       (1.1)        1.4
-----------------------------------------------------------------------------------------------------------------
Net income (loss)                                (8.9)      (20.3)       (2.5)      (27.9)       (2.0)        2.0
                                       ===============  =========================================================



     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.
</TABLE>


                                       12
<PAGE>


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


     Revenue for the quarter ended December 31, 2002 was $1,146,145  compared to
Revenue of  $1,524,848  for the quarter  ended  December  31,  2001,  a $378,703
decrease,  or 24.8%.  Revenue in the 2002 quarter  decreased 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 $258,040  for the  quarter  ended  December  31,  2001,  a
$166,869  decrease,  or  64.7%.  Gross  Margin  was 8.0% for the  quarter  ended
December  31, 2002  compared to 16.9% for the quarter  ended  December 31, 2001.
Gross Profit and Gross Margin for the quarter both  decreased due to significant
competition  and lower  overall  sales in the  market as capital  available  for
expenditures shrunk significantly in the quarter.


     Selling, General and Administrative Expenses for the quarter ended December
31, 2002, were $420,413 compared to Selling, General and Administrative Expenses
of $291,577 for the quarter ended December 31, 2001, a $128,836  increase,  or a
44.2%  increase  over the prior  quarter.  Selling,  General and  Administrative
Expense has increased as the Company has added  infrastructure  and hired 3 full
time  administrative  employees  during  2002,  two of whom are  officers of the
Company.


     Depreciation  and Amortization for the quarter ended December 31, 2002, was
$8,098 compared to Depreciation  and  Amortization of $934 for the quarter ended
December  31,  2001,  a $7,164  increase,  or a 767.0%  increase  over the prior
quarter, as a result of asset acquisitions.


     Interest  Expense for the quarter  ended  December  31,  2002,  was $23,315
compared to Interest  Expense of $2,897 for the quarter ended December 31, 2001,
a $20,418  increase,  or a 704.8% increase over the prior quarter,  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.

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


                                       13
<PAGE>

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.

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.


                                       14
<PAGE>

     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.


     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.


                                       15
<PAGE>

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.


     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 available
cash resources from our principal  stockholders,  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 working  capital  requirements in the event that we
cannot  maintain  at least a  break-even  level of sales of  computer  equipment
and/or  if we are not able to  attract  steady  business  for the AMG  after the
second quarter of 2003.


     Since the last quarter of 2001,  there has been a general downward trend of
IT  spending in the USA and in the rest of the world.  IDC  reported in December
2002 that  there  are  close to 1 billion  PCs in use that are more than 4 years
old.  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, leads us to believe that  end-users  will be forced to upgrade their
PC's in order to have fully  functioning and  manufacturer  supported  operating
systems.


     We  expect  that USA  corporations  will  most  likely  start to  implement
conversions to new operating systems in the second, third and fourth quarters of
2003,  including  the  replacement  of PC computer  equipment,  resulting  in an
anticipated  greater source of used computer  equipment  becoming  available for
resale.


     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 OPERATING RESULTS

     In  addition  to the other  information  contained  herein,  the  following
factors should be considered in evaluating  our Company and our business.  These
risks and uncertainties  include, but are not limited to


                                       16
<PAGE>

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.

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. 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 sell and deliver computer systems, peripheral devices and parts, to more
than 100  customers  throughout  the United  States and in more than 5 countries
worldwide.  In fiscal year 2001,  our top ten  customers  (all of whom were new)
accounted  for  approximately  89.8% of our total  revenues.  In the year  ended
December 31, 2002, our top ten customers  accounted for  approximately  59.6% of
our total  revenues.  One of those customers is 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.

     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.  Although  we are  striving to broaden our
market focus to include sales to other markets,  such as financial services,  in
the  immediate  future we


                                       17
<PAGE>


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.
Approximately 64% of equipment purchases were from two vendors in the year ended
December 31, 2002, and  approximately  59% was from one vendor in the year ended
December 31, 2001.

     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.

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.

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.


                                       18
<PAGE>

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.

     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.

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

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

The Industry In Which We Compete In Is Highly Competitive

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

o    major   manufacturers   of  computer   equipment  such  as,  Dell  Computer
     Corporation,  Hewlett  Packard  and  IBM,  each  of  which  offer  "as-is",
     refurbished

                                       19
<PAGE>


and new equipment through their websites and direct e-mail broadcast campaigns;

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

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

o    online competitors and auction sites, such as the Boston Computer Exchange,
     Buy.com Inc., Cyberian Outpost, Inc., Egghead.com,  Inc., Fairmarket, Inc.,
     uBid and e-Bay

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

Lack Of Trading and Liquidity of Our Common Stock

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

Dependence On Key Individuals

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

Control By Principal Stockholders

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


                                       20
<PAGE>

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.


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


     The  Company  recognizes  revenue  when it is realized  or  realizable  and
earned.  The Company provides a limited "DOA Warranty" on some of its sales. DOA
means "Dead On Arrival" and is a common term used in the computer industry. This
warranty provides that some used computers, disk drives, CD drives or DVD drives
that do not power-up  when they are received or, in some cases,  for a period of
up to sixty  (60) days from  receipt,  can be  returned  for a full  refund,  or
replacement  product,  if  available,  generally  at our  option  and in limited
circumstances  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


                                       21
<PAGE>

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.


     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 are
listed in Item 13 and begin immediately after Item 14 on pages F-1 through F-18.


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

     None



                                       22
<PAGE>



                                    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:
<TABLE>
<CAPTION>


Name                                 Age                                    Position
---------------------------------------------------------------------------------------------------------------------
<S>                                  <C>     <C>
Marc Sherman                         39     Chairman, President and Chief Executive Officer, Director
Andrew Paciocco.................     42     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................     32     Vice President, Operations
Michael P. Sheerr...............     45     Vice President, Sales
Robert D. Jackson...............     35     Vice President, AMG Marketing and Investor Relations
David Harris  ..................     39     Vice President, Information Technology and Systems

</TABLE>

     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.


     Marc  Sherman  founded  WindsorTech,  Inc. in August 2001 and has served as
Chairman,  President and Chief Executive  Officer since then. Mr. Sherman's term
as a director  expires at the next annual general  meeting of the Company and he
has indicated  that he is available for  re-election.  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.


     Andrew Paciocco was appointed to the board in January,  2002. His term as a
director  expires at the next annual  general  meeting of the Company and he has
indicated that he is available for re-election. Mr. Paciocco currently serves as
Managing  Executive  of the Palm  Beach  office of the  Northern  Trust  Bank of
Florida N.A.. Mr.  Paciocco  joined Northern Trust Bank in February of 1999 as a
Private   Banking   Relationship   Manager.   Subsequently,   he   assumed   the
responsibilities  of Trust New Business  Officer  before being  appointed to his
present position as Managing Executive. Prior to joining Northern Trust Bank, he
was Executive Vice President and Senior Retail Executive of Barnett Bank of Palm
Beach  County.  Following  the  January  1998  acquisition  of  Barnett  Bank by
NationsBank  (now Bank of America) Mr.  Paciocco served as Senior Vice President
and Retail Market Manager for North Palm Beach and Martin Counties. He began his
banking  career in 1987 with Barnett Bank and held various  positions  including
Senior Vice President and Market  Executive in Retail Banking and Vice President
and Office Manager of the Tequesta and Jupiter branches. He received his B.S. in
Finance from Villanova  University in  Pennsylvania in 1981. Mr. Paciocco serves
as Chairman of the Compensation Committee and is a member of the Audit Committee
of the Board of Directors.


                                       23
<PAGE>

     R. Keith Elliott was  appointed to the board of directors in January,  2003
to fill a vacancy. Mr. Elliott's term expires at the next annual general meeting
of the Company and he has indicated  that he is available for  re-election.  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.  Mr. Elliott is a member of the Board of
Directors of Checkpoint Systems, Inc., Sithe Energies Company,  Wilmington Trust
Company,  Computer Task Group and the Institute  for Defense  Analyses.  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.  Mr.  Elliott is an
"audit committee financial expert" and "independent" as defined under applicable
Securities and Exchange Commission rules.


     David A. Loppert joined WindsorTech in October 2001 as a Vice President and
corporate Secretary. Mr. Loppert's term as a director expires at the next annual
general  meeting of the Company and he has  indicated  that he is available  for
re-election.   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
to that he served as  assistant  to Mr.  Sherman  in  several  of Mr.  Sherman's
businesses.


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

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


                                       24
<PAGE>

took on added  responsibility as Vice President,  AMG Remarketing,  in September
2002.  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 Officers of the Company:

     o    have filed a bankruptcy petition or served as an executive of any
          entity that has filed a bankruptcy petition;

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

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

     o    have been found to have violated federal or state securities or
          commodities law.

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]


                                       25
<PAGE>



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.
<TABLE>
<CAPTION>

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

<S>                           <C>     <C>           <C>            <C>                   <C>
Marc Sherman                  2002    $ 100,000     $ 13,000       $ 2,500     $   --     125,000    $   --     $  --
   Chairman, CEO and          2001    $  10,000     $   --         $   --      $   --     250,000    $   --     $  --
   President

Edward L. Cummings            2002    $ 100,000     $ 13,000       $ 2,500     $   --     100,000    $   --     $  --
   Vice President,
Treasurer                     2001    $  10,000     $   --         $   --      $   --     250,000    $   --     $  --
   and CFO

David A. Loppert              2002    $ 100,000     $ 13,000       $ 2,500     $   --     125,000    $   --     $  --
   Director, Vice
President,                    2001    $  10,000     $    --        $   --      $   --     250,000    $   --     $  --
   Secretary

Carl Saracino                 2002    $ 100,000     $ 13,000       $ 2,500     $   --     100,000    $   --     $  --
   Vice President,            2001    $  10,000     $    --        $   --      $   --     250,000    $   --     $  --

Michael P. Sheerr             2002    $ 100,000     $ 13,000       $ 2,500     $   --     100,000    $   --     $  --
   Vice President             2001    $  10,000     $    --        $   --      $   --     250,000    $   --     $  --
----------------------------
<FN>
(1)  See "Employment Contracts" below for agreements entered into with executive
     officers on October 1, 2001.
</FN>
</TABLE>
Option Grants in Last Fiscal Year

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

                                                  Individual Grants
                       ------------------------------------------------------------------------
        Name               Number of         % of Total
                           Securities      Options Granted
                           Underlying       Employees in
                        Options Granted                                                          Grant Date Present Value ($)
                            (#) (1)            2002      Exercise Price($/Sh)  Expiration Date          (1)
---------------------- ----------------- -------------- --------------------- ----------------- -------------------
<S>                         <C>                 <C>             <C>                   <C>              <C>
Marc Sherman                125,000             10.1%           $ 0.026          Oct -10               $ 625
Edward L. Cummings          100,000              8.1%           $ 0.026          Oct -10               $ 500
David A. Loppert            125,000             10.1%           $ 0.026          Oct -10               $ 625
Carl Saracino               100,000              8.1%           $ 0.026          Oct -10               $ 500
Michael P. Sheerr           100,000              8.1%           $ 0.026          Oct -10               $ 500
----------------------
<FN>
(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.
</FN>
</TABLE>


                                       26
<PAGE>

Option Exercises and Fiscal Year-End Values


     The  following  table  sets  forth  information  with  respect to the named
executive   officers   concerning  the  exercise  of  options  during  2002  and
unexercised options held on December 31, 2002:
<TABLE>
<CAPTION>

                  Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
                                                          Number of Securities
                                                          Underlying Unexercised         Value of Unexercised
                                                         Options at Year End 2002    In-The-Money Options at Year
                              Exercised in 2002                     (#)                    End 2002 ($) (1)
                       -------------------------------- --------------------------- --------------------------------
         Name              Shares           Value
                        Acquired Upon   Realized ($)
                        Exercise (#)         (1)         Exercisable  Unexercisable  Exercisable    Unexercisable
------------------------------------- ----------------- ------------ --------------- ------------ ------------------
<S>                                    <C>                 <C>
Marc Sherman                --         $          --       375,000         --             --              --
Edward L. Cummings          --         $          --       350,000         --             --              --
David A. Loppert            --         $          --       375,000         --             --              --
Carl Saracino               --         $          --       350,000         --             --              --
Michael P. Sheerr           --         $          --       350,000         --             --              --
<FN>
(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.
</FN>
</TABLE>

Compensation Pursuant to Plans


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

Compensation of Directors


     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 an initial  non-qualified stock option
to purchase  125,000  shares of Common Stock on the date they become  directors.
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

     The Company  entered into  employment and  non-compete  agreements with its
named executive officers on October 1, 2001. The agreements  automatically renew
for one-year terms commencing with the first anniversary, October 1, 2002.
<TABLE>
<CAPTION>


Name                                  Length              Commencing             Base Salary
--------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>                       <C>         <C>
Marc Sherman                           1 Year(1)      October 1, 2001           $  100,000  (2)
Edward L. Cummings                     1 Year(1)      October 1, 2001           $  100,000  (2)
David A. Loppert                       1 Year(1)      October 1, 2001           $  100,000  (2)
Carl Saracino                          1 Year(1)      October 1, 2001           $  100,000  (2)
Michael P. Sheerr                      1 Year(1)      October 1, 2001           $  100,000  (2)

---------------------------------
<FN>
(1)  Automatically  renewed for  successive  additional  one-year  terms on each
     anniversary.
</FN>
</TABLE>

                                       27
<PAGE>

(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.

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 February 11, 2003:
<TABLE>
<CAPTION>

Name                                                   Aggregate Number of
                                                    Shares Beneficially Owned                Percent of Outstanding
                                                               (1)                                 Shares
-----------------------------------------           ---------------------------          ---------------------------

<S>                                                          <C>                                      <C>
Marc Sherman                                                 2,675,000                                15.5%
Edward L. Cummings                                           2,650,000                                15.4%
David A. Loppert                                             2,675,000                                15.5%
Carl Saracino                                                2,650,000                                15.4%
Michael P. Sheerr                                            2,650,000                                15.4%
Andrew Paciocco                                                125,000                                 0.7%
R. Keith Elliott                                               125,000                                 0.7%
All Directors and Executive Officers as
a Group (9 Persons)                                         13,975,000                                81.9%
-----------------------------------------
<FN>
(1)  This table includes  presently  exercisable  stock  options.  The following
     directors and executive officers hold the number of exercisable options set
     forth following their respective names:  Marc Sherman - 375,000;  Edward L.
     Cummings - 350,000;  David A. Loppert - 375,000;  Carl  Saracino - 350,000;
     Michael P. Sheerr - 350,000;  Andrew Paciocco - 125,000; R. Keith Elliott -
     125,000;  and all directors and executive officers as a group (9 persons) -
     2,300,000.
</FN>
</TABLE>

     Set forth in the table below is information,  as of February 11, 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:

<TABLE>
<CAPTION>

                                                      Number of Shares
 Name and Address                                    Beneficially Owned                   Percent Of Class
--------------------------------------------      ---------------------------      ---------------------------------

<S>                                                        <C>                                   <C>
Alfred D. Morgan, Ph.D.                                    826,000                               5.5%
888 Riverbank Road
Stamford, CT 06903

</TABLE>

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


     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.  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:
<TABLE>
<CAPTION>

                                       Amount of
Name                                        Loan            Maturity             Interest Rate
---------------------------------  --------------   -------------------------  ------------------
<S>                                   <C>                       <C>                  <C>
Marc Sherman                          $110,000          January 31, 2004              12%
Edward L. Cummings                    $110,000          January 31, 2004              12%


                                       28
<PAGE>
David A. Loppert                      $110,000          January 31, 2004              12%
Carl Saracino                         $110,000          January 31, 2004              12%
Michael P. Sheerr                     $110,000          January 31, 2004              12%

</TABLE>

     The loans  bear  interest  at the rate of 12% per annum and  interest  only
payments are payable monthly in arrears,  and all interest and accrued principal
due and payable on January 31, 2004. 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. The Company and the principal  stockholders also entered into
an InterCreditor Agreement


     The Company  had sales to a customer  related to two  stockholders  and two
officers  of the  Company.  Sales to this  customer  amounted  to  approximately
$1,160,000  and  $520,000  for the  years  ended  December  31,  2002 and  2001,
respectively.  Accounts  receivable  from this  customer  amounted to $3,261 and
$72,450 at December 31, 2002 and 2001, respectively.


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


Exhibits

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

Reports on Form 8-K

     None.

The financial statements listed below appear immediately after page 35.

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-18

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.


                                       29
<PAGE>

     During the fourth quarter of 2002, the management of the Company, including
the Chief  Executive  Officer and the Chief  Financial  Officer,  evaluated  the
Company's  disclosure  controls and procedures.  Under rules  promulgated by the
SEC,  disclosure controls and procedures are defined as those "controls or other
procedures of an issuer that are designed to ensure that information required to
be  disclosed  by the issuer in the reports  filed or  submitted by it under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods  specified  in the  Commission's  rules and  forms."  There have been no
significant changes in internal controls, or in factors that could significantly
affect internal controls, subsequent to the date that management,  including the
Chief  Executive  Officer  and the  Chief  Financial  Officer,  completed  their
evaluation.







                  [Remainder of page intentionally left blank]




                                       30
<PAGE>

                                   SIGNATURES

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

                                         WINDSORTECH, INC.
                                         (Registrant)

Dated:   February 14, 2003               By:             /s/ MARC SHERMAN
                                                   -----------------------------
                                                            Marc Sherman
                                                        Chief Executive Officer

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



               Signature                                 Title                                  Date
               ---------                                 -----                                  ----
<S>                                             <C>                                     <C>
           /s/ MARC SHERMAN                  Chairman of the Board, Chief                 February 14, 2003
---------------------------------------     Executive Officer and President
            (Marc Sherman)

        /s/ EDWARD L. CUMMINGS            Vice President, Treasurer and Chief             February 14, 2003
---------------------------------------      Financial Officer (Principal
          Edward L. Cummings                Financial Officer and Principal
                                                  Accounting Officer)

         /s/ DAVID A. LOPPERT                Vice President, Secretary and                February 14, 2003
---------------------------------------                Director
           David A. Loppert

          /s/ ANDREW PACIOCCO                          Director                           February 14, 2003
---------------------------------------
            Andrew Paciocco

         /s/ R. KEITH ELLIOTT                          Director                           February 14, 2003
---------------------------------------
           R. Keith Elliott



</TABLE>

                                       31
<PAGE>



                                  CERTIFICATION


I, Marc Sherman, certify that:

1)   I have reviewed this annual report on Form 10-KSB of WindsorTech, Inc.:

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

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

4)   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant, and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information relating to the Registrant is made known to us by
          others within the entity, particularly during the period in which this
          quarterly report is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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


     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6)   The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 14, 2003                             /s/ MARC SHERMAN
                                                    ----------------
                                                       Marc Sherman
                                                       Chairman of the Board and
                                                       Chief Executive Officer





                                       32
<PAGE>






                                  CERTIFICATION


I, Edward L. Cummings, certify that:

1)   I have reviewed this annual report on Form 10-KSB of WindsorTech, Inc.:

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

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

4)   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant, and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information relating to the Registrant is made known to us by
          others within the entity, particularly during the period in which this
          quarterly report is being prepared;

     b.   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6)   The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 14, 2003                          /s/ EDWARD L. CUMMINGS
                                                 ----------------------
                                                    Edward L. Cummings
                                                    Chief Financial Officer




                                       33
<PAGE>

LIST OF EXHIBITS

Exhibit Number   Description
--------------------------------------------------------------------------------

2.1            Agreement  and Plan of Merger by and between  WindsorTech,  Inc.,
               Delta States Oil, Inc. and Alfred D. Morgan,  Ph. D dated January
               29, 2002 (incorporated herein by reference to Exhibit 99.1 to the
               Registrant's Current Report on Form 8-K filed with the Commission
               on February 13, 2002 (Commission file number 0-7539)).

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

3.2            Amended and Restated  ByLaws of WindsorTech,  Inc.  (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 0-7539)).

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 0-7539)).

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 0-7539)).

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 0-7539)).

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 0-7539)).

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 0-7539)).

                                       34
<PAGE>


 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 __, 2002 (Commission file number 0-7539)).

12.1***        Statement re computation of ratios.

16.1           Letter from  Milton  Reece,  CPA  ("Reece")  concurring  with the
               statements  made by the  Registrant in the Current Report on Form
               8-K reporting Reece's  resignation as the Registrant's  principal
               accountant (incorporated herein by reference to Exhibit 16 to the
               Registrant's Current Report on Form 8-K filed with the Commission
               on February 13, 2002 (Commission file number 0-7539)).

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

*    Management contract or compensatory plan.

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

***  Attached hereto.

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



                                       35
<PAGE>





FINANCIAL STATEMENTS INDEX
--------------------------------------------------------------------------------

                                                                            Page

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-18



<PAGE>




                          Independent Auditors' Report


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


We have  audited the  accompanying  balance  sheets of  Windsortech,  Inc. as of
December  31,  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



<PAGE>


                                Windsortech, Inc.
--------------------------------------------------------------------------------
                               BALANCE SHEETS

<TABLE>
<CAPTION>

                                     Assets

                                                                                          December 31,
                                                                                 -------------------------
                                                                                       2002           2001

<S>                                                                             <C>            <C>
Current Assets
 Cash and cash equivalents                                                      $    54,383    $    92,602
 Accounts receivable, net of allowance of $10,000 in 2002                            21,736         51,483
 Accounts receivable - related party                                                  3,261         72,450
 Inventories                                                                        427,140        277,908
 Prepaid income taxes                                                                72,000           --
 Prepaid expenses                                                                    22,049         15,963
 Deferred income taxes                                                               44,948           --
 ---------------------------------------------------------------------------------------------------------
Total Current Assets                                                                645,517        510,406

Property And Equipment, Net                                                         246,816         35,146

Deposits and Other Assets                                                            39,587         40,187

Deferred Income Taxes                                                                82,072           --
----------------------------------------------------------------------------------------------------------

                                                                                $ 1,013,992    $   585,739
==========================================================================================================


                 Liabilities And Stockholders' Equity (Deficit)

Current Liabilities
 Current maturities of capital lease obligations                                $     9,709    $     4,945
 Accounts payable                                                                   252,358         67,564
 Accrued expenses                                                                    94,451        125,400
 Accrued payroll                                                                     87,735         11,000
 Notes payable - principal stockholders, current portion                            349,020        156,000
 ---------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                           793,273        364,909

Notes Payable - Principal Stockholders                                              500,000           --

Capital Lease Obligations                                                            10,988          8,198
----------------------------------------------------------------------------------------------------------

Total Liabilities                                                                 1,304,261        373,107
----------------------------------------------------------------------------------------------------------

Commitments And Contingencies (Notes 8 And 9)

Stockholders' Equity (Deficit)
 Preferred shares: authorized 5,000,000 in 2002
 and 2001, $0.01 par value, none issued                                                --             --
 Common shares: authorized 35,000,000 in 2002
 and 2001, $0.01 par value; 14,914,168 shares issued
 and outstanding in 2002 and 9,000,000 issued and
 outstanding in 2001                                                                149,142         90,000
 Additional paid-in capital                                                         176,648        160,000
 Retained earnings (deficit)                                                       (616,059)       (37,368)
 ----------------------------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit)                                               (290,269)       212,632
----------------------------------------------------------------------------------------------------------

                                                                                $ 1,013,992    $   585,739
==========================================================================================================

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

</TABLE>

<PAGE>



                                Windsortech, Inc.
--------------------------------------------------------------------------------
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                          For The Period
                                                                          From Inception
                                                            For The       (August 10, 2001)
                                                         Year Ended                Through
                                                       December 31,           December 31,
                                                               2002                   2001
                                               --------------------------------------------

<S>                                                    <C>                    <C>
Revenue                                                $  6,543,147           $  1,524,848

Cost Of Sales                                             5,659,446              1,266,808
------------------------------------------------------------------------------------------

Gross Profit                                                883,701                258,040

Selling, General And Administrative Expenses              1,509,339                291,577

Depreciation And Amortization                                20,621                    934

Interest Expense                                             59,052                  2,897
------------------------------------------------------------------------------------------

Loss 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 Shares
Outstanding - Basic and Diluted                          11,757,159              9,000,000
===========================================================================================

</TABLE>

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

<PAGE>


                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
       For The Year Ended December 31, 2002 And The Period From Inception
                   (August 10, 2001) Through December 31, 2001


<TABLE>
<CAPTION>

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

<S>                                                     <C>            <C>             <C>            <C>               <C>
Inception                                                      --      $       --      $       --       $       --       $       --

Issuance Of Common Stock (1)                            9,000,000          90,000         160,000               --          250,000

Net Loss                                                       --              --              --          (37,368)         (37,368)
------------------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2001                             9,000,000          90,000         160,000          (37,368)         212,632

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

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

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

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

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

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

</TABLE>


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


                                Windsortech, Inc.
--------------------------------------------------------------------------------
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                     For The Period
                                                                                     From Inception
                                                                       For The     (August 10, 2001)
                                                                    Year Ended             Through
                                                                  December 31,          December 31,
                                                                          2002                 2001
                                                                -----------------------------------

<S>                                                                  <C>                 <C>
Cash Flows From Operating Activities
Net loss                                                             $(578,691)          $ (37,368)
Adjustments to reconcile net loss to net cash used in
 operating activities:
Depreciation and amortization                                           20,621                 934
Deferred 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             203,964
---------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                 (515,162)           (290,461)
---------------------------------------------------------------------------------------------------

Cash Flows Used In Investing Activities
Payments for property and equipment                                   (164,024)            (22,937)
---------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
Proceeds from the issuance of common stock                                  --             250,000
Net proceeds from notes payable - principal stockholders               647,299             156,000
Payments on capital lease obligations                                   (6,332)                 --
---------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                              640,967             406,000
---------------------------------------------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash Equivalents                   (38,219)             92,602

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

Cash And Cash Equivalents - End Of Period                            $  54,383           $  92,602
===================================================================================================

Supplemental Disclosure Of Cash Flow Information
Income taxes paid                                                    $  72,400           $      --
Interest paid                                                           13,331               2,897
---------------------------------------------------------------------------------------------------
Noncash investing and financing activities (Note 11)
---------------------------------------------------------------------------------------------------

</TABLE>


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

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2002 And 2001



1.       Summary Of Significant Accounting Policies

         Business Organization

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

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

         The  Company   purchases   excess,   used  and  off-lease  "as-is"  and
         refurbished  computer  equipment and related products from a variety of
         sources  including  Fortune  1000  companies  and  leasing  and finance
         companies.  The Company  either  remarkets  those  products to brokers,
         exporters,  wholesalers,  retailers,  value added  resellers,  schools,
         corporate end-users or individuals,  or disassembles them and separates
         and  sells  the   components  as  parts  and  recycles  the  unsaleable
         components,  such as metal covers, plastics and other components,  both
         nationally and internationally.

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


                                                                        Page F-6
<PAGE>

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

         Segment Reporting

         The Company operates in one reportable business segment.

         Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.

         Revenue Recognition

         For product sales, the Company  recognizes revenue at the time products
         are shipped and title is  transferred,  which is in accordance with the
         stated shipping  terms.  Revenue is recognized in accordance with these
         shipping  terms so long as a purchase  order 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 Equivalents

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


--------------------------------------------------------------------------------
                                                                        Page F-7
<PAGE>

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

         Accounts Receivable


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

         Inventories

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

         Property And Equipment

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

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



--------------------------------------------------------------------------------
                                                                        Page F-8
<PAGE>


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

         Deposits


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

         Income Taxes

         At  the   commencement  of  its  operations,   the  Company  elected  S
         Corporation  status  under  provisions  of the Internal  Revenue  Code.
         Through  January 30, 2002, the effective date of the Merger with Delta,
         the  Company was not liable for federal  income  taxes,  but rather the
         stockholders  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 Share

         Basic  earnings  (loss)  per  share  is  computed  on the  basis of the
         weighted average number of common share  outstanding.  Diluted earnings
         per share is computed on the basis of the  weighted  average  number of
         common  shares  outstanding  plus the effect of all dilutive  potential
         common  shares  that  were  outstanding  during  the  period.  Dilutive
         securities  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.



--------------------------------------------------------------------------------
                                                                        Page F-9
<PAGE>

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

         Fair Value Of Financial Instruments

         The carrying amounts of financial  instruments  including cash and cash
         equivalents,  accounts receivable and accounts payable approximate fair
         value due to the relatively  short maturity of these  instruments.  The
         carrying value of the 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.


         Stock-Based Compensation

         The Company accounts for stock-based employee compensation arrangements
         in accordance with the provisions of APB Opinion No. 25, Accounting for
         Stock Issued to Employees,  and complies with the disclosure provisions
         of SFAS No. 123,  Accounting  for  Stock-Based  Compensation  (Note 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.

         Impact Of Recently Issued Accounting Standards

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

         In July  2002,  the FASB  issued  SFAS No.  146,  Accounting  for Costs
         Associated with Exit or Disposal  Activities.  SFAS No. 146 changes the
         timing of when certain costs associated with  restructuring  activities
         may be  recognized.  SFAS No.  146 is  effective  for exit or  disposal
         activities,  initiated  after December 31, 2002. The Company 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-10
<PAGE>


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.

<TABLE>
<CAPTION>

2.   Inventories

                                                                    2002                   2001
                                                          -------------------------------------


<S>                                                               <C>                 <C>
Finished goods                                                    $ 263,660           $ 277,908
Inventory in transit                                                183,480                  --
Allowance for excess and obsolescence                               (20,000)                 --
-----------------------------------------------------------------------------------------------

                                                                  $ 427,140           $ 277,908
===============================================================================================

3.   Property And Equipment

                                                                       2002                2001
                                                          -------------------------------------
Furniture and fixtures                                            $  14,037           $  14,037
Equipment                                                            45,093              18,143
Leasehold Improvements                                                7,427                  --
Computer equipment and software                                      86,495                  --
-----------------------------------------------------------------------------------------------
                                                                    153,052              32,180
Less:  Accumulated depreciation                                     (21,555)               (934)
-----------------------------------------------------------------------------------------------
                                                                    131,497              31,246
Construction in progress                                            115,319               3,900
-----------------------------------------------------------------------------------------------

                                                                  $ 246,816           $  35,146
===============================================================================================

</TABLE>



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

<PAGE>

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


         At December 31, 2002 and 2001, equipment includes assets acquired under
         capital  lease  obligations  in the  amount  of  $32,135  and  $18,143,
         respectively.  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.


4.   Capital Leases

         The Company  leases  certain  equipment  under  non-cancelable  capital
         leases.  The assets  acquired under these leases have been  capitalized
         and the related obligations included in capital lease obligation in the
         financial  statements.  The remaining  future minimum lease payments at
         December 31, 2002 are due as follows:
<TABLE>
<CAPTION>

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

                      <S>                                                                  <C>
                          2003                                                               $ 11,032
                          2004                                                                  8,123
                          2005                                                                  3,477
                          ----------------------------------------------------------------------------
                          Total future minimum lease payments                                  22,632
                          Less:  Amount representing interest                                   1,935
                          ----------------------------------------------------------------------------
                          Present value of future minimum lease payments                       20,697
                          Less:  Current portion                                                9,709
                          ----------------------------------------------------------------------------

                                                                                             $ 10,988
                          ============================================================================

</TABLE>


--------------------------------------------------------------------------------
                                                                       Page F-12
<PAGE>

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


5.   Notes Payable - Principal Stockholders

<TABLE>
<CAPTION>

                                                                       2002               2001
                                                         ---------------------------------------
<S>                                                             <C>              <C>
Notes payable, secured by substantially all of the Company's
assets,  with interest only payments at 12% payable  monthly
in arrears,  with $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            156,000
------------------------------------------------------------------------------------------------
                                                                    849,020            156,000
Less current maturities                                             349,020            156,000
------------------------------------------------------------------------------------------------

                                                                  $ 500,000       $          -
================================================================================================

</TABLE>

         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.

         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.



--------------------------------------------------------------------------------
                                                                       Page F-13
<PAGE>

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


6.       Stock-Based Compensation

         Stock Option Grants

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

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

         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:

<TABLE>
<CAPTION>

                                                                         2002                          2001
                                                               -----------------------------------------------------------
                                                                                    Exercise                      Exercise
                                                                       Shares          Price         Shares          Price
                                                               -----------------------------------------------------------

<S>                                                                 <C>             <C>                         <C>
             Outstanding--Beginning of Period                       1,350,000       $ 0.026             -       $      -
             Granted                                                1,240,000         0.026     1,350,000          0.026
             Exercised                                                      -             -             -              -
             Forfeited                                                 30,000         0.026             -              -
             -------------------------------------------------------------------------------------------------------------
             Outstanding on December 31                             2,560,000         0.026     1,350,000          0.026
             =============================================================================================================

             Exercisable on December 31                             2,500,000       $ 0.026     1,350,000         $0.026
             =============================================================================================================

</TABLE>


--------------------------------------------------------------------------------
                                                                       Page F-14
<PAGE>

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


         The  following   table   summarizes   information   about  the  options
         outstanding at December 31, 2002:

<TABLE>
<CAPTION>
                                                                                               Exercisable Stock
                                               Outstanding Stock Options                             Options
                                   ---------------------------------------------------    ------------------------------

                                                          Remaining
                         Exercise                       Contractual          Exercise                          Exercise
                            Price          Shares              Life             Price             Shares          Price
             -------------------------------------------------------------------------------------------------------------

<S>                       <C>           <C>                 <C>               <C>              <C>              <C>
                          $ 0.026       2,560,000           9 years           $ 0.026          2,500,000        $ 0.026
             =============================================================================================================

</TABLE>

         The Company applies APB Opinion No. 25 and related  interpretations  in
         accounting for all grants.  Accordingly,  no compensation cost has been
         recognized  under these plans.  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:

<TABLE>
<CAPTION>

                                                                    2002                2001
                                                       -----------------------------------------
Net Loss
<S>                                                           <C>                  <C>
    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)

</TABLE>

         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:

<TABLE>
<CAPTION>
                                                                 2002                 2001
                                                       -----------------------------------------

<S>                                                              <C>                 <C>
       Risk-free interest rates                                  4.5%                3.93%
       Expected option lives                                  5 years              5 years
       Expected volatilities                                       0%                   0%
       Expected dividend yields                                    0%                   0%

</TABLE>


--------------------------------------------------------------------------------
                                                                       Page F-15
<PAGE>


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


7.   Income Taxes

         As  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                                        $       400
                 Deferred                                          (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                                     $    44,850
   Net operating loss carryforwards                                 223,723
                                                         -------------------
   Gross deferred tax assets                                        268,573
   Valuation allowance                                             (127,000)
                                                         -------------------
                                                                    141,573
                                                         -------------------
Deferred Tax Liabilities:
   Property and Equipment                                            14,553
                                                         -------------------
                                                                     14,553
                                                         -------------------

Net Deferred Tax Asset                                          $   127,020
                                                         ===================

         At December 31, 2002,  the Company had  aggregate  net  operating  loss
         carryforwards  of  approximately  $573,000 for income tax purposes that
         expire in 2022.

         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                                                      34
State income taxes, net of federal benefits                                  6
Change in deferred tax asset valuation allowance                           (18)
Other                                                                       (4)
                                                             -------------------

                                                                            18
                                                             ===================


--------------------------------------------------------------------------------
                                                                       Page F-16
<PAGE>

Windsortech, Inc.
--------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
<PAGE>


8.   Concentrations

         Major Customers

         For 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.

         Export Sales

         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.

         Purchases

         The 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.


9.       Commitments And Contingencies

         Lease

         The Company has an  operating  lease on real  property  expiring in the
         year 2005.  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.



--------------------------------------------------------------------------------
                                                                       Page F-17
<PAGE>

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



         The approximate  minimum payments required under the operating lease at
         December 31, 2002 are:

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

2003                                            $ 159,000
2004                                              163,000
2005                                              167,000
2006                                              128,000
------------------------------------ ----------------------

                                                $ 617,000
==================================== ======================


10.      Related Party Transactions

         In 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 Information

         During 2002 and 2001, the Company  acquired  equipment  under a 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-18
<PAGE>