As filed with the Securities and Exchange Commission on April 1, 2002
--------------------------------------------------------------------------------

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

                                   FORM 10-KSB
           (Mark One)

               [ ]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934

                        For the fiscal year ended _______

               [X]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from October 1, 2001 through December 31, 2001

                           Commission File No.: 8-7539

                                WINDSORTECH, INC.
                   (Formerly known as Delta States Oil, Inc.)
                 (Name of Small Business Issuer 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)

       Registrant's telephone number, including area code: (609) 426-4666

       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:  None

         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, to the knowledge of the Registrant or its
management.

         The number of shares  outstanding of each class of our common equity as
of March 28, 2002 is as follows:

Class of Common Equity                             Number of Shares
----------------------                             ----------------
Common Stock, par value $.01                          11,999,168

         Documents incorporated by reference:  None




                                       1
<PAGE>


                                TABLE OF CONTENTS

  ITEM                           DESCRIPTION                               PAGE


                                     PART I

   1.      Business                                                            3
   2.      Properties                                                         15
   3.      Directors, Executive Officers and Significant Employees            15
   4.      Remuneration of Directors and Officers                             15
   5.      Security Ownership of Management and Certain Shareholders          17
   6.      Interest of Management and Others in Certain Transactions          18


                                     PART II

   1.      Market Price of and Dividends on the Registrant's Common
                Equity and Other Shareholder Matters                          18
   2.      Legal Proceedings                                                  18
   3.      Changes in and Disagreements with Accountants                      18
   4.      Submissions of Matters to a Vote of Security Holders               19
   5.      Compliance with Section 16(a) of the Exchange Act                  19
   6.      Reports on Form 8-K                                                19


                                    PART F/S

           Financial Statements

                                    PART III

   1.      Index to Exhibits

           Signatures
           Exhibits


                                       2
<PAGE>


         On February 4, 2002,  the  Registrant's  Board of Directors  elected to
change  the  Registrant's   fiscal  year  from  September  30  to  December  31.
Accordingly,  the  Registrant  is filing this  Transition  Report on Form 10-KSB
covering the transition period as of and for the three months ended December 31,
2001.

                                     PART I

ITEM 1. BUSINESS

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.,  Delta States Oil,  Inc. and Alfred D. Morgan,
PhD., Windsortech,  Inc. ("WTI" or "Predecessor") was merged with and into Delta
States  Oil,  Inc.  ("Delta")  in a tax-free  merger  ("Merger"),  and Delta was
renamed  Windsortech,  Inc. (the "Company" or the  "Registrant").  Following the
merger,  the  Company had  11,999,168  shares of its Common  Stock  outstanding,
9,000,000,  or  approximately  75%, of which are owned in equal  amounts by Marc
Sherman,  Edward L.  Cummings,  Carl  Saracino,  Michael P.  Sheerr and David A.
Loppert.

         Delta States Oil,  Inc., a publicly  owned  company with  approximately
3,300 shareholders,  was previously engaged in operations related to oil and gas
exploration and drilling but had not engaged in any active business since May 4,
1981.  As a result of this merger,  the Company is now  actively  engaged in (a)
technology asset management  services for leasing  companies,  finance companies
and  corporate  America to assist  those  companies in  maximizing  the value of
computer  equipment  coming  to the end of its  life,  and (b) the  business  of
purchasing and selling large volumes of  off-lease/off  finance,  excess,  used,
refurbished and as-is computer  equipment and related products.  The business of
the acquired  company,  WTI, is discussed below - see "Item 1.Business - What We
Do".

         Alfred D. Morgan,  Saul  Horing,  Robert Maerz and Larry Neuman who had
served as  officers  and  directors  of the  Company  prior to the  merger  have
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                             38       President and Chief Executive Officer
Edward L. Cummings..............         52       Vice President, Chief Financial Officer and Treasurer
Michael P. Sheerr...............         45       Vice President, Sales and Procurement
Carl Saracino                            32       Vice President, Operations
David A. Loppert................         47       Vice President, Business Development, Secretary
</TABLE>

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

         Marc Sherman  served as a director and  President  and Chief  Executive
Officer of Intellesale,  Inc. (and its predecessor Universal Commodities Corp.),
a company that engaged in  remarketing  used computer  equipment,  from December
1994 to July 2001.  Prior to 1994, he served in key positions in various  family
businesses. He has over fifteen years of experience in marketing, operations and
executive  management.  Mr. Sherman is the  brother-in-law of Mr. Sheerr and Ms.
Weaver.


         Edward L. Cummings 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.


                                       3
<PAGE>

         Michael Sheerr 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.


         Carl Saracino served as Vice President,  Operations of Intellesale 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.


         David  A.  Loppert  served  as  Chief  Executive   Officer  of  SysComm
International  Corporation,  a systems and network  integrations  company,  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, Inc., a diversified technology holding 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 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.


         Set forth below are the names and the present principal  occupations or
employment of our outside directors:


         Andrew Paciocco, age 42, serves as Managing Executive of the Palm Beach
office of the Northern Trust Bank of Florida. 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 on both the audit and  compensation
committees of the board of directors.


         Constance K.  Weaver,  age 49, has served as Vice  President,  Investor
Relations and Financial  Communications  for AT&T  Corporation  since 1996. From
1995 through 1996 she was Senior  Director,  Investor  Relations  and  Financial
Communications  for  Microsoft  Corporation.  From  1993  to 1995  she was  Vice
President,  Investor  Relations,  and  from  1991 to 1993  she was  Director  of
Investor  Relations,  for MCI  Communications,  Inc.  She earned a  Bachelor  of
Science  degree from the  University  of Maryland in 1975.  Ms. Weaver serves on
both the audit and compensation committees of the board of directors. Ms. Weaver
is the sister-in-law of Mr. Sherman.




                                       4
<PAGE>

         These  following   discussion  describes  the  business  operations  of
Windsortech,  Inc.  (Predecessor) - see "Item 1.Business - Recent Developments -
Merger of Windsortech, Inc. and Delta States Oil, Inc.")

WHAT WE DO

         We provide  backend  asset  management  services to leasing and finance
companies that need to dispose of computer equipment that is coming off lease or
off  finance  agreements,  and to large and small  corporations  removing  older
technology from service.


         We purchase off-lease and excess, used,  refurbished and as-is computer
equipment and related products from a variety of sources  including  leasing and
finance  companies and Fortune 1000  companies.  We remarket  these  products to
brokers, exporters,  wholesalers,  retailers, value-added resellers, individuals
and corporate end users. We also provide parts-on-demand  services and brokerage
of recyclable materials both nationally and internationally.


         We sell a wide range of used, refurbished and as-is products, including
laptop and desktop  computers,  monitors,  processors,  disk drives, CD Roms and
DVD's, modems,  printers,  scanners, and memory. The majority of the products we
offer are brand name Intel Pentium(R) class or equivalent products  manufactured
by IBM, Dell, Compaq,  Apple,  Sony,  Fujitsu,  Hewlett-Packard  and other major
manufacturers.


         We are in the process of creating an Asset  Management Group 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
asset.  One of the many benefits from  providing this service is that we receive
the opportunity to become aware of opportunities to acquire inventory for resale
or  otherwise  have the right of first  refusal on our client's  computer  asset
base.

OUR BUSINESS MODEL

         Demand for refurbished,  used or as-is brand name computer equipment is
growing as consumers  realize they can purchase  refurbished  products  that can
serve their needs at substantial discounts from the price of new merchandise. 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 source a sufficient  amount of product
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




                                       5
<PAGE>

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

According to International Data Corporation (IDC), a market research firm, and a
unit of International Data Group, worldwide new PC sales for 2002 are forecasted
at 125.5 million units, a 3% increase over 2001. IDC forecasts that the greatest
growth  in 2002  will be in the US  Market,  estimated  at 9.3%.  Moreover,  IDC
forecasts   the  number  of  Internet   users   worldwide   will  increase  from
approximately 142 million in 1998 to 502 million in 2003. IDC's Life Cycle Value
model  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.  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    Widely distributed equipment locations.

               o    Changes in original configurations, upgrades and peripheral,
                    additions not recorded.

               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    Original packaging destroyed 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 the
enterprise  and  end-of-life  management  practices.  Assuming  that  an item is
purchased soon after its  introduction,  the following table shows the estimated
residual value related to the product cycle:

                 Months              Event                  Value % of Purchase
                    6       First round of discounting              70%
                   12       End-of-life discounting                 45%
                   15       Product discontinued                    30%
                   36       Salvage price                           10%

         In recent years, the number of companies leasing rather than purchasing
computer equipment has increased significantly, primarily due to shorter product
life cycles.  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 when refurbished.  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 will serve the needs of most users.



                                       6
<PAGE>

         The disposal of refurbished  and excess  inventory  computer  equipment
represents a substantial burden on many vendors.  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 supplementary  product line. Because of
the highly fragmented and relatively  undeveloped  nature of the market for this
product,  prices  received by leasing  companies  and vendors  tend to be highly
variable and subject to negotiation based on quantity,  age and condition of the
merchandise.  Our experience  has indicated  that leasing  companies and vendors
look  favorably  upon a  distribution  channel  that  enables them to dispose of
significant   quantities  of  merchandise   quickly   without   affecting  their
traditional sales channels.


         A proactive,  well-defined  end of life  management  policy  provides a
constant  stream of product for our  organization  while  reducing  our 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.


         A  well-designed  asset  management  system  can  significantly  reduce
product  lifecycle  costs.   Product   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.

          o    For less demanding users - 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 IT training  load incurred
               when new systems are installed frequently.


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

          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 some uses such as redeployment;

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

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

         The asset management system we intend to implement is being designed to
process an unsorted stream of technology  according to a service profile we will
develop for each client. Using client-server technology,  used equipment will be
registered,  evaluated  and then  routed to a series  of  services  designed  to
maximize  value  for the  owner  of the  equipment.  The  process  will be fully
documented for each system in our database.  Comprehensive  reporting provides a
tool for managing the asset base.




                                       7
<PAGE>

          o    Service  delivery should be consistent  because our system server
               will  instruct  the  technicians  step-by-step  according  to the
               customer's unique profile.

          o    Data reliability should be high because manual entry of data will
               be reduced through the use of automated client/server technology.

          o    Service  performance should 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 and
               the client's internal costs are also reduced.

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

         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  the  expense  of  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 sufficient to outweigh the disposition costs.


         We will perform  services for each client  designed to minimize cost or
maximize  return,  according to our  client's  particular  requirements  and the
residual value of the equipment received.

HOW WE ACQUIRE PRODUCTS

         We  believe  our  ability  to  acquire  computer   equipment  in  large
quantities and at favorable prices is a key competitive  advantage.  We purchase
from  finance  and  leasing   companies,   computer   manufacturers,   corporate
information  technology  departments  and others who look to us to be a reliable
channel for  disposition  of products.  Other  sources of our  products  include
independent  brokers,  federal,  state and local  governments,  liquidators  and
educational  institutions.  We receive information about new sources of products
from  prior  contacts,  online  resources  to which we  subscribe,  advertising,
industry  publications,  trade  associations  and  email  and fax  bid  requests
received.


         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  12 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.  A small part of a particular  shipment may not
meet our strict quality  standards for products we offer. In those cases, we use
the  products  as parts or we seek to  immediately  sell these  products in bulk
through brokers, who in most cases sell the products internationally.




                                       8
<PAGE>

         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 shipping the
equipment.

HOW WE HANDLE AND PROCESS PRODUCTS

         After we receive the equipment that we have purchased at our warehouse,
we follow  standard  procedures  to audit each  shipment,  including  a physical
count,  inspection for physical damage and testing of equipment, as appropriate.
We then submit any  appropriate  freight claims or claims against the vendor for
shortages or defects that may be covered by warranties, if any.


         We have a standard process for refurbishing  equipment  be refurbished,
that depends on the type of product.  For each  standard  product  type, we have
detailed  procedures  under which we identify any aspects or  components  of the
product  that do not meet our  requirements.  If the  defect  cannot  readily be
remedied or if the component  cannot be replaced on a  cost-effective  basis, we
use the component for parts or otherwise dispose of the defective item.


         For example, the procedure we follow in refurbishing a desktop PC is:

          o    Inspection and testing

               -    Physical inspection of the exterior and appearance.

               -    Interior cleaning.

               -    Complete erasing of all existing data and software.

               -    Complete hardware diagnostics.

          o    Repair or set aside

               -    Replacement of defective components, if any.

               -    Set aside computers not suitable for repair,  to be used for
                    parts.

          o    Upgrade and testing

               -    Upgrade the computer  according to the specifications of the
                    customer work order.

               -    Test the upgraded hardware.

               -    Clean the exterior of the computer.

               -    Label and package the computer.

         The  time  required  for  the  refurbishment  process  depends  on  the
condition of the equipment.

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 such sources as on-line  auction
houses  and  sophisticated  search  tools,  in 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 take these factors into account when we purchase equipment.



                                       9
<PAGE>


         Customers  place orders by  telephone,  fax or via e-mail.  On accepted
orders,  a  sales  order  is  generated  and is  printed  and  delivered  to the
appropriate processing department. The product is then picked and taken from the
warehouse  and  appropriately  packed  with foam  packing,  bubble wrap or other
packaging material, and the order is shipped by United Parcel Services,  Federal
Express or by common  carrier.  On average,  we currently ship products 24 to 48
hours following receipt of the order.


                                  RISK FACTORS

         These Risk Factors apply to Windsortech, Inc. (Predecessor) - see "Item
1.Business - Recent Developments - Merger of Windsortech,  Inc. and Delta States
Oil, Inc."

Forward-Looking Statements and Associated Risk

         This  Transition  Report  on  Form  10-KSB  contains   "forward-looking
statements" as defined in the Private Securities  Litigation Reform Act of 1995.
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.

Uncertainty Of Future Financial Results

         We are a newly formed business,  having commenced operations in October
2001.  While we  incurred a small  loss in fiscal  2001,  our  future  financial
results  are  uncertain.  There  can  be  no  assurance  that  we  will  achieve
profitability,  and  we  may  operate  at a  loss  in  the  foreseeable  future.
Profitability depends upon many factors,  including our ability to raise capital
when needed, the success of our various marketing  programs,  the maintenance or
reduction  of expense  levels and our  ability to  successfully  coordinate  the
efforts of the different divisions of our business.

Possible Fluctuations In Future Quarterly Results

         We do not have a trend of historic quarterly operating results.  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 IBM and other manufacturers relating
to the  remarketing  of new and  used  products;  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.  The 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
unavailability of product, which may result in the delay of payment from certain
customers until their entire orders are shipped.  Accordingly, it is likely that
in one or more future fiscal quarters,  our operating results could be below the
expectations  of public  market  analysts and  investors,  and as a result,  any
future  public  offering  of  shares of our  Common  Stock  could be  materially
adversely affected.



                                       10
<PAGE>

Principal Markets And Customers; Dependence On Major Customers; 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.

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

         In  fiscal  2001,  primarily  all of our  sales  of  computer  systems,
peripherals and parts were to brokers or remarketers based in the United States.
Although we are striving to broaden our market  focus to include  sales to other
markets,  such as financial services,  in the immediate future we expect that we
will continue to derive a substantial percentage of our sales of product to such
brokers and remarketers. Accordingly, unfavorable economic conditions or factors
that relate to these  industries,  particularly  any such  conditions that might
result in  reductions  in capital  expenditures  or  changes in such  companies'
information processing system requirements, could have a material adverse effect
on our results of operations.

We 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  merchandise.  We  purchase  products  from  more  than 25
different  vendors,  although we have no formal commitments with any of them. We
cannot assure you that our current vendors will continue to sell  merchandise to
us as they have in the past,  or that we will be able to  establish  new  vendor
relationships  that ensure  merchandise  will be available  to us in  sufficient
quantities  and at  favorable  prices.  If we are  unable to  obtain  sufficient
quantities  of products 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.








                                       11
<PAGE>

We   Are Subject To Risks That Our  Inventory  May Decline  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.
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 our
available cash resources,  will be sufficient to meet our cash  requirements for
at least the next 12 months.  However,  we may need to raise additional funds to
finance  unanticipated  working capital  requirements  or 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.  They have
no  obligation  to advance funds to us, or invest funds in us, and, even if they
may be willing to do so, may not have funds available. 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, to pay dividends, to create liens, to sell or purchase our capital
stock, to sell assets or to 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.




                                       12
<PAGE>


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

         In addition to  merchandise  vendors,  we depend on several other third
parties over which 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 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 Compaq Computer
               Corporation,  Dell  Computer  Corporation  and IBM, each of which
               offer as-is, refurbished and new equipment through their websites
               and direct e-mail broadcast campaigns;

          o    privately  owned  businesses  such as  TechsMart,  Redemtech  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(R)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.


Lack Of 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.




                                       13
<PAGE>

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 Saracino,  Michael P. Sheerr and David A. Loppert,  beneficially
owned  approximately  75% of our outstanding  Common Stock. As a result of their
stock ownership as of January 30, 2002,  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.


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.

EMPLOYEES

         As of  March  28,  2002,  we  employed  12  full-time  and 4  part-time
employees. We have no collective bargaining agreements and believe our relations
with our employees are good.

BACKLOG

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

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

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



                                       14
<PAGE>


ITEM 2. PROPERTIES

         We lease  approximately  38,000  square feet of general  warehouse  and
office  space in  Hightstown,  New  Jersey  pursuant  to a five year  lease at a
current annual rental of  approximately  $153,000,  escalating  each year.  This
lease expires in September 2006.


Item 3. Directors, Executive Officers and Significant Employees

         The  information  required  by this  Item 3 is  incorporated  herein by
reference  to  Part  I,  Item  1,  "Business,  Recent  Developments,  Merger  of
Windsortech, Inc. and Delta States Oil, Inc.".


ITEM 4. REMUNERATION OF DIRECTORS AND OFFICERS


         EXECUTIVE COMPENSATION


         The following table sets forth certain summary  information  concerning
the total remuneration paid in 2001 to Predecessor`s Chief Executive Officer and
the its four other most  highly  compensated  executive  officers.  Predecessor,
Windsortech,  was incorporated in August 2001 and commenced business  operations
in October  2001.  The former  officers and  directors of Delta States Oil, Inc.
received no remuneration or other compensation in either fiscal 2000 or 2001.

         Summary Compensation Table
<TABLE>
<CAPTION>
                                                                               Long-Term Compensation
                                                                           --------------------------------
                                            Annual Compensation                   Awards          Payouts
                                  -------------------------------------------------------------------------
    Name and Principal      Year     Salary      Bonus ($)   Other Annual     Restricted Stock                    All Other
                                                             Compensation       Options/SAR's        LTIP        Compensation
       Position (1)                    ($)                      ($)(3)     Awards ($)   (#) (2)    Payouts (#)      ($)
--------------------------------------------------------------------------------------------------------------------------------

<S>                        <C>      <C>            <C>           <C>           <C>        <C>         <C>          <C>
Marc Sherman               2001     $ 10,000      $  --        $   --           --       96,300      $  --        $  --
   Chairman, CEO and
   President


Edward L. Cummings         2001     $ 10,000      $  --        $   --           --       96,300      $  --        $  --
   Vice President,
   Treasurer
   and CFO


David A. Loppert           2001     $ 10,000      $  --        $   --           --       96,300      $  --        $  --
   Director, Vice
   President,
   Secretary


Carl Saracino              2001     $ 10,000      $  --        $   --           --       96,300      $  --        $  --
   Vice President,


Michael P. Sheerr          2001     $ 10,000      $  --        $   --           --       96,300      $  --         $  --
   Vice President

----------------------------
<FN>
(1)  See "Employment Contracts" below for agreements entered into with executive
     officers on October 1, 2001.
(2)  Indicates number of securities  underlying options.  Each executive officer
     was  awarded an option to acquire  250,000  shares of  Predecessors  Common
     Stock at $.01.  The amounts  above  represent  the post  merger  conversion
     amounts to acquire shares of the  Registrant's  Common Stock at an exchange
     ratio of 0.38520
</FN>
</TABLE>



                                       15
<PAGE>


     Option Grants in Last Fiscal Year
         The following table contains  information  concerning the Predecessor's
grant of Stock Options to the named  executive  officers during 2001 pursuant to
executive officer Employment and Non-Compete Agreements:

         Option Grants In Last Fiscal Year

<TABLE>
<CAPTION>
                                              Individual Grants
                       -----------------------------------------------------------------
                           Number of
                           Securities        % of Total
                           Underlying      Options Granted                                     Grant Date
                        Options Granted    to Employees in    Exercise                    Present Value ($)
       Name                  (#) (1)             1999        Price ($/Sh) Expiration Date         (2)
---------------------- ------------------------------------------------ ----------------  -------------------
<S>                         <C>                 <C>            <C>               <C>               <C>
Marc Sherman                96,300              18.5%          $ 0.026      Oct -10                $ 192
Edward L. Cummings          96,300              18.5%          $ 0.026      Oct -10                $ 192
David A. Loppert            96,300              18.5%          $ 0.026      Oct -10                $ 192
Carl Saracino               96,300              18.5%          $ 0.026      Oct -10                $ 192
Michael P. Sheerr           96,300              18.5%          $ 0.026      Oct -10                $ 192
----------------------
<FN>
(1)  Each executive  officer was awarded an option to acquire  250,000 shares of
     Predecessors  Common Stock at $.01.  The amounts  above  represent the post
     merger  conversion  amounts to acquire  shares of the  Registrant's  Common
     Stock at an exchange  ratio of 0.38520.  These options are fully vested and
     are immediately  exercisable over a ten-year period  commencing  October 1,
     2001.
(2)  Based on the grant date present  value of $0.002 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 3.93%;  and
     expected lives of 5 years.
</FN>
</TABLE>

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  2001  and
unexercised options held on December 31, 2001:

         Aggregate  Option  Exercises  in Last Fiscal  Year and Fiscal  Year-End
Option Values
<TABLE>
<CAPTION>
                                                           Number of Securities
                                                          Underlying Unexercised         Value of Unexercised
                                                         Options at Year End 2001    In-The-Money Options at Year
                              Exercised in 2001                     (#)                      End 2001 ($)
                       -------------------------------- ------------------------------------------------------------
         Name              Shares           Value
                        Acquired Upon   Realized ($)
                        Exercise (#)         (1)         Exercisable  Unexercisable  Exercisable    Unexercisable
------------------------------------------------------- ------------------------------------------------------------
<S>                     <C>                 <C>              <C>         <C>          <C>               <C>
Marc Sherman                 --            $  --            96,300          --             --              --

Edward L. Cummings           --            $  --            96,300          --             --              --

David A. Loppert             --            $  --            96,300          --             --              --

Carl Saracino                --            $  --            96,300          --             --              --

Michael P. Sheerr            --            $  --            96,300          --             --              --

</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
$5,000 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.



                                       16
<PAGE>


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 1 commencing with the initial anniversary, October 1, 2002.

<TABLE>
<CAPTION>
     Name                               Length           Commencing                    Base Salary
     ---------------------------------  -------------    -------------------------  ------------------
<S>                                     <C>      <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.
(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.
</FN>
</TABLE>

ITEM 5 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 March 28, 2002:

<TABLE>
<CAPTION>
                                             Aggregate Number of Shares              Percent of Outstanding
       Name                                    Beneficially Owned(1)                         Shares
-----------------------------------------   ---------------------------          ---------------------------
<S>                                                  <C>                                      <C>
Marc Sherman                                         1,896,300                                15.8%
Edward L. Cummings                                   1,896,300                                15.8%
David A. Loppert                                     1,896,300                                15.8%
Carl Saracino                                        1,896,300                                15.8%
Michael P. Sheerr                                    1,896,300                                15.8%
Andrew Paciocco                                        125,000                                 1.0%
Constance K. Weaver                                    125,000                                 1.0%
All Directors and Executive Officers as
a Group (7 Persons)                                  9,731,500                                81.1%
-----------------------
<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 - 96,300;  Edward L.
     Cummings  - 96,300;  David A.  Loppert - 96,300;  Carl  Saracino  - 96,300;
     Michael P. Sheerr - 96,300; Andrew Paciocco - 125,000;  Constance K. Weaver
     - 125,000; and all directors and executive officers as a group - 731,500.
</FN>
</TABLE>

         Set forth in the table below is  information  as of March 28, 2002 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:




                                       17
<PAGE>

   Name and Address                  Number of Shares         Percent Of Class
                                    Beneficially Owned
-------------------------------------------------------------------------------
Alfred D. Morgan, Ph.D.                   826,000                    6.9%
888 Riverbank Road
Stamford, CT 06903

Frederick E. Smithline                    630,000                    5.3%
250 Park Avenue, Suite 1200A
New York, NY 10177

ITEM 6 INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

         None
                                     PART II


ITEM 1. MARKET PRICE OF AND  DIVIDENDS  ON THE  REGISTRANT'S  COMMON  EQUITY AND
OTHER SHAREHOLDER MATTERS

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

Dividends

         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  that 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.

Holders

     As of March 28, 2002, there were  approximately  3,300 holders of record of
our Common Stock.


ITEM 2. LEGAL PROCEEDINGS


         We are party not party to any legal proceedings


ITEM 3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS


     On February 4, 2002, our Board of Directors  voted to replace Milton Reece,
CPA ("Reece") with Rubin, Brown, Gornstein & Co. LLP ("RBG") as the Registrant's
independent accountants for the transition period ending December 31, 2001.


     The  reports  of Reece  on the our  financial  statements  for the past two
fiscal years did not contain an adverse  opinion or a disclaimer  of opinion and
were not  qualified or modified as to  uncertainty,  audit scope,  or accounting
principles.  In connection  with the audits of the our financial  statements for
each of the two fiscal  years  ended  September  30,  2001 and 2000,  and in the
subsequent interim period, there were no disagreements with Reece on any matters
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope and procedures  which,  if not resolved to the  satisfaction  of
Reece, would have caused Reece to make reference to the matter in his report.



                                       18
<PAGE>


     During the two most recent fiscal years and through the subsequent  interim
period,  there have been no reportable  events as defined in Regulation S-K Item
304(a)(1)(v).


         We have provided Reece with a copy of the disclosure  contained  herein
and requested  that Reece provide us with a letter  addressed to the  Securities
and Exchange Commission stating whether he agrees with the disclosure. Reece has
provided  such a letter,  which is  incorporated  herein by reference to Exhibit
16.1 to our Current Report on Form 8-K filed with the commission on February 13,
2002.


         On February 12, 2002,  we engaged RBG as our principal  accountants  to
audit our financial  statements  for the year ending  December 31, 2001.  During
fiscal 2000 and 2001 and in the subsequent interim period, we have not consulted
RBG on items that concerned the application of accounting  principles generally,
or to a specific  transaction  or group of  transactions,  either  completed  or
proposed,  or the type of audit  opinion that might be rendered on our financial
statements.


         We do not anticipate engaging RBG for any services other than for audit
and tax services and for securities related matters.


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

         None.


ITEM 5. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Not applicable.  The Registrant does not have any securities registered
pursuant to Section 12 of the Exchange Act.


ITEM 6. REPORTS ON FORM 8-K

          (a)  On  December  13,  2001 we  filed a  Current  Report  on Form 8-K
               reporting  that we had  entered  into a Letter of Intent to merge
               with Windsortech, Inc.

          (b)  On  February  13,  2002 we  filed a  Current  Report  on Form 8-K
               reporting that we had completed the merger with Windsortech, Inc,
               and on March 27, 2002 we filed  Amendment  No. 1 to this  Current
               Report on Form 8-K/A which report  included the required  audited
               financial statements of Windsortech, Inc. and pro forma financial
               information giving effect to the merger (reverse acquisition).



                                       19
<PAGE>

                                    PART F/S

Index to Financial Statements:

Delta States Oil, Inc.

     Independent Auditors' Report                                      F/S 1


     Financial Statements

         Balance Sheet                                                 F/S 2

         Statement Of Income                                           F/S 3

         Statement Of Stockholders' Equity (Deficit)                   F/S 4

         Statement Of Cash Flows                                       F/S 5

          Notes To Financial Statements                                F/S 6

Windsortech, Inc.

     Independent Auditors' Report                                      F/S 7

     Financial Statements

          Balance Sheet                                                F/S 8

          Statement Of Operations                                      F/S 9

          Statement Of Stockholders' Equity                            F/S 10

          Statement Of Cash Flows                                      F/S 11

          Notes To Financial Statements                              F/S 12-20


<PAGE>


                          Independent Auditors' Report

Board of Directors
Delta States Oil, Inc.


We have audited the  accompanying  balance  sheet of Delta States Oil, Inc. (the
Company)  as of  December  31,  2001,  and the  related  statements  of  income,
stockholders' equity (deficit),  and cash flows for the three months then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit 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  audit  provides  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 the Company as of December 31,
2001 and the results of its  operations  and its cash flows for the three months
then ended, in conformity with accounting  principles  generally accepted in the
United States of America.

We have  compiled the  accompanying  balance sheet of the Company as of December
31, 2000, and the related  statements of income,  stockholders'  equity and cash
flows  for the three  months  then  ended,  in  accordance  with  Statements  on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants.

A compilation  is limited to  presenting,  in the form of financial  statements,
information  that is the  representation  of management.  We have not audited or
reviewed the  accompanying  financial  statements as of and for the three months
ended December 31, 2000 and, accordingly, do not express an opinion or any other
form of assurance on them.

/s/Rubin, Brown, Gornstein & Co. LLP
RUBIN, BROWN, GORNSTEIN & CO. LLP

March 25, 2002
St. Louis, Missouri

                                                                      Page F/S 1
<PAGE>

                                                     DELTA STATES OIL, INC.

                                                         BALANCE SHEET


                                                            Assets
<TABLE>
<CAPTION>
                                                                                                       December 31,
                                                                                            ----------------------------------
                                                                                                                      2000
                                                                                                2001               (Unaudited)
                                                                                            -----------           -----------
<S>                                                                                         <C>                   <C>
Current Assets
   Cash and cash equivalents                                                                $     5,011           $     8,433
==============================================================================================================================




                                        Liabilities And Stockholders' Equity (Deficit)

Current Liabilities
   Accounts payable and accrued expenses                                                    $     6,050           $     1,400
------------------------------------------------------------------------------------------------------------------------------

Stockholders' Equity (Deficit)
   Preferred shares:
      Authorized 5,000,000 shares at December 31, 2001 and
         2000, $0.01 par value, none issued                                                        --                    --
   Common shares:
      Authorized 6,000,000 shares at December 31, 2001 and 2000, of $0.01 (2001)
         and $0.05 (2000) par value; 2,550,000 shares issued at December 31,
         2001 and
         2,390,000 shares issued at December 31, 2000                                            25,500               119,500
   Additional paid-in capital                                                                   103,260                 7,660
   Retained earnings (deficit)                                                                  (90,757)              (81,085)
   Treasury stock (carried at cost)                                                             (39,042)              (39,042)
------------------------------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity (Deficit)                                                    (1,039)                7,033
------------------------------------------------------------------------------------------------------------------------------

                                                                                            $     5,011           $     8,433
==============================================================================================================================


See the accompanying report letter and notes to financial statements.                                             Page F/S 2
</TABLE>

<PAGE>


                                                     DELTA STATES OIL, INC.

                                                      STATEMENT OF INCOME


<TABLE>
<CAPTION>

                                                                                                   For The Three Months
                                                                                                    Ended December 31,
                                                                                         -------------------------------------
                                                                                                                       2000
                                                                                                   2001         (Unaudited)
                                                                                         -------------------------------------

<S>                                                                                         <C>                   <C>
Revenues                                                                                    $      --             $      --

Selling, General And Administrative Expenses                                                      9,761                 1,844
-----------------------------------------------------------------------------------------------------------------------------

Loss Before Interest Income                                                                      (9,761)               (1,844)

Interest Income                                                                                      30                   128
-----------------------------------------------------------------------------------------------------------------------------

Net Loss                                                                                    $    (9,731)          $    (1,716)
=============================================================================================================================

Net Loss Per Common Share - Basic                                                           $     (0.01)          $      --
=============================================================================================================================

Net Loss Per Common Share - Diluted                                                         $     (0.01)          $      --
=============================================================================================================================

Weighted Average Number Of Common
   Shares Outstanding - Basic                                                                 1,661,342             1,609,168
=============================================================================================================================

Weighted Average Number Of Common
   Shares Outstanding - Diluted                                                               1,661,342             1,609,168
=============================================================================================================================




See the accompanying report letter and notes to financial statements.                                             Page F/S 3
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                       DELTA STATES OIL, INC.

                                             STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)




                                                          For The Three Months Ended December 31, 2001
                   -----------------------------------------------------------------------------------------------------------------
                                                                                                                              Total
                      Preferred Stock      Common Stock         Additional      Retained         Treasury Stock        Stockholders'
                   -------------------  ---------------------     Paid-In       Earnings      --------------------           Equity
                      Shares   Amount    Shares        Amount     Capital      (Deficit)       Shares       Amount         (Deficit)
                   -----------------------------------------------------------------------------------------------------------------

Balance -
<S>                  <C>      <C>     <C>            <C>         <C>          <C>           <C>           <C>             <C>
 October 1, 2001         --     $ --    2,390,000      $23,900     $103,260     $(81,026)     (780,832)     $(39,042)       $7,092

Net Loss                 --       --           --           --           --       (9,731)           --            --        (9,731)

Common Stock
 Issued For Services     --       --      160,000        1,600           --           --            --            --         1,600
------------------------------------------------------------------------------------------------------------------------------------
Balance (Deficit)
 - December 31, 2001     --     $ --    2,550,000      $25,500     $103,260     $(90,757)     (780,832)     $(39,042)      $(1,039)
====================================================================================================================================



                                                          For The Three Months Ended December 31, 2000 (Unaudited)
                   -----------------------------------------------------------------------------------------------------------------
                                                                                                                              Total
                      Preferred Stock      Common Stock         Additional      Retained         Treasury Stock        Stockholders'
                   -------------------  ---------------------     Paid-In       Earnings      --------------------           Equity
                      Shares   Amount    Shares        Amount     Capital      (Deficit)       Shares       Amount         (Deficit)
                   -----------------------------------------------------------------------------------------------------------------

Balance -
 October 1, 2000         --    $ --     2,390,000     $119,500       $7,660     $(79,369)     (780,832)     $(39,042)       $8,749

Net Loss                 --      --            --           --           --       (1,716)           --            --        (1,716)
------------------------------------------------------------------------------------------------------------------------------------
Balance -
 December 31, 2000       --    $ --     2,390,000     $119,500       $7,660     $(81,085)     (780,832)     $(39,042)       $7,033
====================================================================================================================================

See the accompanying report letter and notes to financial statements.                                                   Page F/S 4
</TABLE>

<PAGE>


                                                     DELTA STATES OIL, INC.

                                                    STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                For The Three Months
                                                                                                   Ended December 31,
                                                                                       --------------------------------------
                                                                                                                       2000
                                                                                                   2001         (Unaudited)
                                                                                       ------------------- ------------------
<S>                                                                                            <C>                 <C>
Cash Flows From Operating Activities
         Net loss                                                                              $ (9,731)           $ (1,716)
         Adjustments to reconcile net loss to net cash used
               in operating activities:
                  Common stock issued for services                                                1,600                  --
                  Change in assets and liabilities:
                     Increase in accounts payable and
                        accrued expenses                                                          5,950               1,400
----------------------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                                            (2,181)               (316)

Cash And Cash Equivalents - Beginning Of Period                                                   7,192               8,749
----------------------------------------------------------------------------------------------------------------------------

Cash And Cash Equivalents - End Of Period                                                      $  5,011            $  8,433
============================================================================================================================



See the accompanying report letter and notes to financial statements.                                                   Page F/S 5

</TABLE>

<PAGE>



                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 And 2000


1.       Organization

         Delta  States  Oil,  Inc.  (the  Company)  was  previously  engaged  in
         operations related to oil and gas exploration and drilling, but has not
         engaged  in  any  active  business  since  discharge  from  Chapter  11
         bankruptcy on May 4, 1981.  Since then,  management has been engaged in
         seeking opportunities to commence active business operations.


2.       Subsequent Event

         On January 29, 2002, the Company and its majority  stockholder,  Alfred
         D. Morgan, Ph.D. and Windsortech,  Inc.  (Predecessor)  entered into an
         Agreement and Plan of Merger,  whereby  Predecessor was merged with and
         into the Company. The Company was renamed Windsortech,  Inc. The merger
         became effective on January 30, 2002.

         As a result of this merger, the Company will now be actively engaged in
         the  business  of  purchasing  and  selling  off-lease,  excess,  used,
         refurbished  and as-is  computer  equipment  and related  products,  in
         contrast to its previously disclosed objective of seeking opportunities
         to commence active business operations.

         For   accounting   purposes,   the   merger   will  be   treated  as  a
         recapitalization  of  Predecessor  with  Predecessor  as  the  acquirer
         (reverse acquisition).



See the accompanying report letter.                                   Page F/S 6

<PAGE>
                          Independent Auditors' Report





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


We have  audited the  accompanying  balance  sheet of  Windsortech,  Inc.,  an S
Corporation,  as of December 31, 2001 and the related  statements of operations,
stockholders'  equity,  and cash flows for the period from inception (August 10,
2001) to 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 audit.

We conducted our audit 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  audit  provides  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, 2001 and the results of its  operations  and its cash flows for the
initial period then ended, in conformity with  accounting  principles  generally
accepted in the United States of America.

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

St. Louis, Missouri
January 16, 2002,
Except for Note 10, as to which the date
   is January 31, 2002


                                                                      Page F/S 7
<PAGE>


                                WINDSORTECH, INC.
--------------------------------------------------------------------------------


                                  BALANCE SHEET

                                December 31, 2001


                                     Assets
Current Assets
   Cash and cash equivalents                                     $    92,602
   Accounts receivable                                                51,483
   Accounts receivable - related party                                72,450
   Inventories                                                       277,908
   Prepaid expenses                                                   15,963
                                                                ---------------
         Total Current Assets

Property And Equipment, Net                                           35,146

Deposits                                                              39,287

Other Assets                                                             900
                                                                ---------------

                                                                   $ 585,739
                                                                ===============



                      Liabilities And Stockholders' Equity

Current Liabilities
   Current maturities of capital lease obligation                $     4,945
   Accounts payable                                                   67,564
   Accrued expenses                                                  136,400
   Notes payable - officers                                          156,000
                                                                ---------------
         Total Current Liabilities                                   364,909

Capital Lease Obligation                                               8,198
                                                                ---------------

         Total Liabilities                                           373,107
                                                                ---------------

Commitments And Contingencies (Notes 6 And 7)                             --

Stockholders' Equity
   Common shares: authorized 30,000,000 shares of $.01
      par value; 25,000,000 shares issued and outstanding            250,000
   Retained earnings (deficit)                                       (37,368)
                                                                ---------------
         Total Stockholders' Equity                                  212,632
                                                                ---------------

                                                                   $ 585,739
                                                                ===============

--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                   Page F/S 8


<PAGE>


                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                             STATEMENT OF OPERATIONS

               For The Period From Inception to December 31, 2001



Revenue                                                         $ 1,524,848

Cost Of Sales                                                     1,266,808
                                                            -----------------

Gross Profit                                                        258,040

Selling, General And Administrative Expenses                        291,577

Depreciation And Amortization                                           934

Interest Expense                                                      2,897
                                                            -----------------

Net Loss                                                      $     (37,368)
                                                            =================



--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                   Page F/S 9

<PAGE>


                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                        STATEMENT OF STOCKHOLDERS' EQUITY

               For The Period From Inception to December 31, 2001


<TABLE>
<CAPTION>

                                    Common Stock                 Retained                   Total
                             ------------------------------      Earnings           Stockholders'
                                  Number            Amount      (Deficit)                  Equity
                             -------------- --------------- ----------------- ----------------------
<S>                          <C>                <C>            <C>                     <C>
Inception                             --      $         --   $         --           $          --

Net loss                              --                --        (37,368)                (37,368)

Issuance of common stock      25,000,000           250,000             --                 250,000
------------------------------------------- --------------- ----------------- ----------------------

Balance - December 31, 2001   25,000,000         $ 250,000      $ (37,368)              $ 212,632
=========================================== =============== ================= ======================
</TABLE>


--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                  Page F/S 10

<PAGE>


                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                             STATEMENT OF CASH FLOWS

               For The Period From Inception To December 31, 2001


<TABLE>
<CAPTION>
<S>                                                                     <C>
Cash Flows From Operating Activities
   Net loss                                                             $   (37,368)
   Adjustments to reconcile net loss to net cash used in operating
      activities:
         Depreciation and amortization                                          934
         Changes in assets and liabilities:
            Increase in accounts receivable                                (123,933)
            Increase in inventories                                        (277,908)
            Increase in prepaid expenses                                    (15,963)
            Increase in deposits and other assets                           (40,187)
            Increase in accounts payable and accrued expenses               203,964
                                                                       ---------------
Net Cash Used In Operating Activities                                      (290,461)
                                                                       ---------------

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

Cash Flows From Financing Activities
   Proceeds from the issuance of common stock                               250,000
   Net proceeds from notes payable - officers                               156,000
                                                                       ---------------
Net Cash Provided By Financing Activities                                   406,000
                                                                       ---------------

Net Increase In Cash And Cash Equivalents                                    92,602

Cash And Cash Equivalents - Beginning Of Period                                  --
                                                                       ---------------

Cash And Cash Equivalents - End Of Year                                 $    92,602
                                                                       ===============

Supplemental Disclosure Of Cash Flow Information
   Interest paid                                                        $     2,897
                                                                       ---------------
   Noncash investing and financing activities (Note 9)
</TABLE>


--------------------------------------------------------------------------------
See the accompanying notes to financial statements.                  Page F/S 11

<PAGE>

                                WINDSORTECH, INC.
--------------------------------------------------------------------------------
                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 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.

         The  Company  purchases  off-lease  and  excess  refurbished  and as-is
         computer  equipment  and  related  products  from a variety  of sources
         including  Fortune 1000 companies and  leasing/finance  companies.  The
         Company  remarkets those products to brokers,  exporters,  wholesalers,
         retailers,  value added  resellers,  and  individual  and corporate end
         users. The Company also provides parts-on-demand services and brokerage
         of recyclable materials both nationally and internationally.

         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 in accordance with
         the  applicable   product's   shipping  terms.  The  Company  does  not
         experience significant product returns and, therefore, management is of
         the opinion  that no  allowance  for sales  returns is  necessary.  The
         Company  provides  limited  warranties  on  some  of its  products.  At
         December 31, 2001 a warranty reserve was not considered necessary.

         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/S 12
<PAGE>
WINDSORTECH, INC.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)

         Inventories

         Inventories consist primarily of computer equipment,  parts and related
         products, and are valued at the lower of cost (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.

         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  and  equipment  is   depreciated   or  amortized   using  the
         straight-line method over a 5-year period.

         Income Taxes

         The Company has elected S  Corporation  status under  provisions of the
         Internal  Revenue Code. As such,  the Company is not liable for federal
         income taxes,  but rather the stockholders  include their  distributive
         share of the taxable income of the Company on their personal income tax
         returns.  Certain states do not recognize S Corporation status. The net
         provision for state taxes is not material to the financial  statements,
         and is included in selling, general and administrative expenses.

         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  obligation,  including the current
         portion,  approximates  fair value based on the  incremental  borrowing
         rates  currently  available to the Company for  financing  with similar
         terms and maturities.


--------------------------------------------------------------------------------
                                                                     Page F/S 13

<PAGE>
WINDSORTECH, INC.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)

         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 5).
         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 July 2001, the Financial Accounting Standards Board issued Statement
         of Financial  Accounting Standard No. 141, Business  Combinations,  and
         Statement of Financial  Accounting Standard No. 142, Goodwill and Other
         Intangible  Assets.   SFAS  No.  141  requires  business   combinations
         initiated  after June 30, 2001 to be  accounted  for using the purchase
         method  of   accounting,   and  broadens  the  criteria  for  recording
         intangible  assets  separate  from  goodwill.   Recorded  goodwill  and
         intangibles will be evaluated against these new criteria and may result
         in certain  intangibles  being included in goodwill,  or alternatively,
         amounts initially recorded as goodwill may be separately identified and
         recognized  apart from  goodwill.  SFAS No. 142  requires  the use of a
         non-amortization approach to account for purchased goodwill and certain
         intangibles.  Under a non-amortization  approach,  goodwill and certain
         intangibles  will not be  amortized  into  results of  operations,  but
         instead would be reviewed for  impairment  and written down and charged
         to  results of  operations  only in the  periods in which the  recorded
         value of goodwill and certain  intangibles is more than its fair value.
         The  provisions  of each  statement  will be adopted by the  Company on
         January 1, 2002.  The Company does not expect that the adoption of SFAS
         No.'s 141 and 142 will have a  material  impact  on its  operations  or
         financial position.

         In  August  2001,  the  Financial  Accounting  Standards  Board  issued
         Statement of Financial  Accounting Standard No. 144, Accounting for the
         Impairment or Disposal of Long-Lived Assets.  This standard  supersedes
         SFAS No. 121,  Accounting for the Impairment of Long-Lived Assets to Be
         Disposed  Of, and  provides a single  accounting  model for  long-lived
         assets to be  disposed  of.  This  standard  significantly  changes the
         criteria   that  would  have  to  be  met  to   classify  an  asset  as
         held-for-sale.  This  distinction  is  important  because  assets to be
         disposed  of are stated at the lower of their fair  values or  carrying
         amounts and  depreciation is no longer  recognized.  The new rules will
         also  supercede  the  provisions  of APB Opinion No. 30,  Reporting the
         Results of Operations-Reporting the Effects of Disposal of a Segment of
         a  Business,  and  Extraordinary,  Unusual


--------------------------------------------------------------------------------
                                                                     Page F/S 14

<PAGE>
WINDSORTECH, INC.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)

         and  Infrequently  Occurring  Events and  Transactions,  with regard to
         reporting the effects of a disposal of a segment of a business and will
         require expected future operating losses from  discontinued  operations
         to be displayed in  discontinued  operations in the period in which the
         losses  are  incurred,  rather  than  as of  the  measurement  date  as
         presently  required  by APB No. 30. This  statement  is  effective  for
         fiscal years  beginning  after  December 15, 2001. The Company does not
         expect that the adoption of SFAS No. 144 will have a material impact on
         its operations or financial position.


2.       Property And Equipment

               Furniture and fixtures                        $ 16,437
               Equipment                                       18,143
                                                       -----------------
                                                               34,580
               Less:  Accumulated depreciation                   (934)
                                                       -----------------
                                                               33,646
               Construction in progress                         1,500
                                                       -----------------

                                                             $ 35,146
                                                       =================

         At December  31, 2001,  equipment  includes an asset  acquired  under a
         capital lease obligation in the amount of $18,143. Amortization expense
         of this capital lease asset is included in depreciation expense.

         Depreciation  charged  against  income  amounted to $934 for the period
         ended December 31, 2001.



--------------------------------------------------------------------------------
                                                                     Page F/S 15

<PAGE>
WINDSORTECH, INC.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


3.       Capital Lease

         The Company leases certain  equipment  under a  non-cancelable  capital
         lease.  The asset acquired under the lease has been capitalized and the
         related  obligations  included  in  capital  lease  obligation  in  the
         financial  statements.  The remaining  future minimum lease payments at
         December 31, 2001 are due as follows:

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

               2002                                               $ 5,817
               2003                                                 5,817
               2004                                                 2,908
               -----------------------------------------------------------
               Total future minimum lease payments                 14,542
               Less: Amount representing interest                   1,399
               -----------------------------------------------------------
               Present value of future minimum lease payments      13,143
               Less:  Current portion                               4,945
               -----------------------------------------------------------

                                                                  $ 8,198
               ===========================================================


4.       Notes Payable - Officers

         Notes payable - officers  consists of cash advances which are unsecured
         and due on demand. Interest is accrued monthly at 12%.


5.       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
         $0.01 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.


--------------------------------------------------------------------------------
                                                                     Page F/S 16

<PAGE>
WINDSORTECH, INC.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


         A summary  of stock  option  activity  related to the  Company's  stock
option grants are as follows:

                                                                 Exercise
                                                    Shares          Price
                                                ----------------------------


             Granted                             1,350,000            $ 0.01
             Exercised                                  --               --
             Forfeited                                  --               --
             Outstanding on December 31          1,350,000              0.01
             ---------------------------------------------------------------

             Exercisable on December 31          1,350,000            $ 0.01
             ===============================================================

         The  following   table   summarizes   information   about  the  options
outstanding at December 31, 2001:

<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>
                 $0.01       1,350,000                10             $ .01          1,350,000         $ 0.01
             ================================================================================================
</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:

                        Net Loss
                            As reported                $ (37,368)
                            Pro forma                    (39,755)


--------------------------------------------------------------------------------
                                                                     Page F/S 17

<PAGE>
WINDSORTECH, INC.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


         The  weighted  average per share fair value of the options  granted was
         $0.002 for the period ended  December 31, 2001.  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:

                 Risk-free interest rates                         3.93%
                 Expected option lives                          5 years
                 Expected volatilities                               0%
                 Expected dividend yields                            0%


6.       Concentration Of Credit Risk

         Major Customers

         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 8) comprised 89.8% of revenue.  These customers comprised 84.5% of
         the combined  accounts  receivable  and  accounts  receivable - related
         party at December 31, 2001.


7.       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 has an
         escalation  clause that  requires  the Company to pay a  percentage  of
         common area maintenance, real estate taxes, and insurance.

         Rent  expense and other  charges  totaled  $48,255 for the period ended
         December 31, 2001.



--------------------------------------------------------------------------------
                                                                     Page F/S 18

<PAGE>

WINDSORTECH, INC.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


         The approximate  minimum payments required under the operating lease at
         December 31, 2001 are:

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

                2002                      $ 154,000
                2003                        159,000
                2004                        163,000
                2005                        167,000
                2006                        128,000
                ---------------------------------------

                                          $ 771,000
                =======================================

         Purchases

         The Company purchases a majority of its products from a small number of
         suppliers.  Approximately  59% of product purchases was from one vendor
         for the period ended December 31, 2001.


8.       Related Party Transactions

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


9.       Supplemental Cash Flow Information

         During 2001, the Company  acquired  equipment  under a capital lease in
         the  amount of  $18,143.  The  amount  financed  by the  capital  lease
         obligation was $13,143.



--------------------------------------------------------------------------------
                                                                     Page F/S 19

<PAGE>
WINDSORTECH, INC.
--------------------------------------------------------------------------------
Notes To Financial Statements (Continued)


10.      Subsequent Event

         On December 3, 2001 the Company signed a Letter of Intent to merge with
         Delta States Oil, Inc. ("Delta"), a publicly owned company that has not
         engaged  in  any  active  business  since  May  1981,  subject  to  the
         satisfaction of customary terms and conditions. On January 29, 2002 the
         Company entered into an Agreement and Plan of Merger with Delta whereby
         the Company would merge with and into Delta in a tax-free  merger.  The
         merger became effective on January 31, 2002, and the Company was merged
         with and into Delta and Delta  changed its name to  Windsortech,  Inc.,
         effective February 1, 2002.











--------------------------------------------------------------------------------
                                                                     Page F/S 20

<PAGE>

                                    PART III


ITEM 1.       INDEX TO EXHIBITS


Exhibit Number   Description

2.1              Agreement and Plan of Merger by and between  Windsortech,  Inc.
                 and 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
                 8-7539)
3.1              Certificate of Amendment of Certificate of Incorporation of
                 Incorporation of Windsortech, Inc.
10.1*            Employment and Non-Compete Agreement - Edwards L. Cummings
10.2*            Employment and Non-Compete Agreement -David A. Loppert
10.3*            Employment and Non-Compete Agreement -Carl Saracino
10.4*            Employment and Non-Compete Agreement -Michael P. Sheerr
10.5*            Employment and Non-Compete Agreement -Marc Sherman
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 8-7539)

----------------
* Management contract or compensatory plan


                                       20
<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 in the city of Hightstown, State of New Jersey on March 29, 2002.

                                      WINDSORTECH, INC.
                                      (FORMERLY KNOWN AS DELTA STATES OIL, INC.)
                                      (Registrant)
                                       By            /S/ MARC SHERMAN
                                          -------------------------------------
Dated: March 29, 2002                     March Sherman, Chief Executive Officer


     Pursuant to 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>
                                       Chairman of the Board of
     /S/ MARC SHERMAN                 Directors, Chief Executive
------------------------------     Officer and President (Principal           March 29, 2002
      (Marc Sherman)               Executive and Operating Officer)


  /S/ EDWARD L. CUMMINGS          Vice President, Treasurer, Chief
------------------------------       Financial Officer (Principal
   (Edward L. Cummings)                  Accounting Officer)                  March 29, 2002


   /S/ DAVID A. LOPPERT
------------------------------       Vice President, Secretary ,              March 29, 2002
    (David A. Loppert)                         Director

   /S/ ANDREW PACIOCCO                        Director                        March 29, 2002
------------------------------
    (Andrew Paciocco)

 /S/ CONSTANCE K. WEAVER
------------------------------
  (Constance K. Weaver)                       Director                        March 29, 2002
</TABLE>



                                       21