UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-QSB

[X]   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended  February 29, 2004
                                      -----------------

[ ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the transition period                  to
                               ------------------   --------------------

      Commission File Number    333-102740
                            -----------------


                              MANCHESTER INC.
    ------------------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)


          Nevada                                         98-0380409
---------------------------------             --------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

675 West Hastings Street, Suite 200
Vancouver, British Columbia, Canada                       V6B 1N2
----------------------------------------      --------------------------------
(Address of principal executive offices)           (Postal or Zip Code)


Issuer's telephone number, including area code:        (604) 719-8747
                                                ------------------------------

                                     None
    ------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                 last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days   [  ] Yes  [X] No

State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 3,012,500 shares of $0.001
par value common stock outstanding as of April 22, 2004.



















                                 MANCHESTER INC.
                         (An Exploration Stage Company)


                     UNAUDITED INTERIM FINANCIAL STATEMENTS


                                FEBRUARY 29, 2004
                            (Stated in U.S. Dollars)
                                 MANCHESTER INC.
                         (An Exploration Stage Company)

                              INTERIM BALANCE SHEET
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                                            FEBRUARY   NOVEMBER
                                               29         30
                                              2004       2003

ASSETS

Current
Cash                                        $ 16,352   $ 20,403
                                          =====================
LIABILITIES

Current
Accounts payable and accrued liabilities    $    600    $ 4,480
                                         ----------------------
STOCKHOLDERS' EQUITY

Capital Stock
Authorized:
100,000,000 common shares, par value $0.001
per share
10,000,000 preferred shares, par value
$0.001 per share

Issued and outstanding:
3,012,500 common shares                        3,012      3,012

Additional paid-in capital                    70,438     70,438

Deficit  Accumulated During The Exploration  (57,698)   (57,527)
Stage                                        ------------------
                                              15,752     15,923
                                             ------------------
                                            $ 16,352   $ 20,403
                                             ==================









                                 MANCHESTER INC.
                         (An Exploration Stage Company)

                            INTERIM STATEMENT OF LOSS
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                                                       CUMULATIVE
                                                       FROM DATE OF
                                                       INCEPTION
                                                       AUGUST 27
                                 THREE MONTHS ENDED     2002 TO
                                     FEBRUARY 29       FEBRUARY 29
                                   2004       2003       2004
   ----------------------------------------------------------------
Expenses
Consulting fees                 $  -        $ -         $ 17,510
Office and sundry                 171        1,564         1,547
Professional fees                 -            675        11,630
Transfer agent and filing fees    -          4,196         5,011
Mineral property exploration
expenditures                      -          -            12,000
Mineral     property     option   -          -            10,000
payments                        --------------------------------
Net Loss For The Period         $ 171      $ 6,435      $ 57,698
                                ================================

Basic  And  Diluted  Loss   Per$(0.01)     $ (0.01)
Share                          =================================


Weighted Average Number Of
Shares Outstanding            3,012,500    3,012,500
                              ==================================







                                 MANCHESTER INC.
                         (An Exploration Stage Company)

                         INTERIM STATEMENT OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                                                       CUMULATIVE
                                                       FROM DATE
                                                          OF
                                                       INCEPTION
                                                       AUGUST 27
                                      THREE MONTHS      2002 TO
                                          ENDED
                                       FEBRUARY 29     FEBRUARY
                                                          29
                                      2004     2003      2004
     -------------------------------------------------------------
Cash    Flows    From    Operating
Activities
Net loss for the period             $ (171)  $ (6,435)  $ (57,698)


Adjustments To Reconcile Net Loss
To Net Cash Used By Operating
Activities
Prepaid expenses                      -         1,250       -
Accounts   payable   and   accrued  (3,880)      (600)        600
liabilities                         -----------------------------
                                    (4,051)    (5,785)    (57,098)
                                   ------------------------------

Cash Flows From Financing Activity
Share capital issued                    -        -         73,450
                                   ------------------------------
(Decrease) Increase In Cash         (4,051)    (5,785)     16,352
                                   ------------------------------

Cash, Beginning Of Period           20,403     50,740        -
                                   ------------------------------
Cash, End Of Period               $ 16,352   $ 44,955    $ 16,352
                                   ==============================







                                 MANCHESTER INC.
                         (An Exploration Stage Company)

                    INTERIM STATEMENT OF STOCKHOLDERS' EQUITY

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                         COMMON STOCK
                                      ADDITIONAL
                                        PAID-
                     SHARES   AMOUNT     IN    DEFICIT   TOTAL
                                      CAPITAL

Opening balance,
August 27,             -        $-      $ -      $ -      $ -
 2002

September 2002 -
Shares issued for   1,200,000 1,200       -        -      1,200
cash at $0.001

October 2002 - Shares
issued for cash at  1,600,000 1,600   14,400       -     16,000
$0.01

October 2002 -
Shares issued for     200,000   200   49,800       -     50,000
cash at $0.25

November 2002 -
Shares issued for    12,500    12       6,238    -        6,250
cash at $0.50

Net loss for the     -         -        -        (21,410)(21,410)
period               -------------------------------------------

Balance, November    3,012,500  3,012    70,438  (21,410  52,040
30, 2002

Net loss for the     -         -        -        (36,117)(36,117)
year

Balance, November    3,012,50  3,012    70,438   (57,527) 15,923
30, 2003

Net loss for the     -         -        -           (171)   (171)
period               -------------------------------------------

Balance, February    3,012,500 $3,012  $70,438 $ (57,698) 15,752
29, 2004             ===========================================








                                 MANCHESTER INC.
                         (An Exploration Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.BASIS OF PRESENTATION

  The  unaudited  interim financial statements as of February 29, 2004  included
  herein  have been prepared without audit pursuant to the rules and regulations
  of  the  Securities and Exchange Commission.  Certain information and footnote
  disclosures  normally included in financial statements prepared in  accordance
  with   United  States  generally  accepted  accounting  principles  have  been
  condensed  or omitted pursuant to such rules and regulations.  In the  opinion
  of  management,  all  adjustments (consisting of  normal  recurring  accruals)
  considered  necessary  for  a fair presentation have  been  included.   It  is
  suggested  that  these  financial statements be read in conjunction  with  the
  November 30, 2003 audited financial statements and notes thereto.


2.   NATURE OF OPERATIONS

  a)   Organization

     The  Company was incorporated in the State of Nevada, U.S.A., on August 27,
     2002.

  b)   Exploration Stage Activities

     The  Company has been in the exploration stage since its formation and  has
     not yet realized any revenues from its planned operations.  It is primarily
     engaged  in  the  acquisition and exploration of mining  properties.   Upon
     location  of a commercial minable reserve, the Company expects to  actively
     prepare the site for its extraction and enter a development stage.

  c)Going Concern

     The  accompanying  financial  statements have been  prepared  assuming  the
     Company will continue as a going concern.

     As shown in the accompanying financial statements, the Company has incurred
     a  net  loss of $57,698 for the period from August 27, 2002 (inception)  to
     February  29,  2004,  and  has no sales.  The  future  of  the  Company  is
     dependent  upon its ability to obtain financing and upon future  profitable
     operations from the development of its mineral properties.  Management  has
     plans  to  seek additional capital through a private placement  and  public
     offering of its common stock.  The financial statements do not include  any
     adjustments  relating to the recoverability and classification of  recorded
     assets,  or the amounts of and classification of liabilities that might  be
     necessary in the event the Company cannot continue in existence.














                                 MANCHESTER INC.
                         (An Exploration Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)


3.SIGNIFICANT ACCOUNTING POLICIES

  The  financial statements of the Company have been prepared in accordance with
  generally  accepted  accounting principles in the United  States.   Because  a
  precise determination of many assets and liabilities is dependent upon  future
  events,  the  preparation  of financial statements for  a  period  necessarily
  involves the use of estimates which have been made using careful judgement.

  The   financial  statements  have,  in  management's  opinion,  been  properly
  prepared  within reasonable limits of materiality and within the framework  of
  the significant accounting policies summarized below:

  a)Organizational and Start Up Costs

     Costs  of start up activities, including organizational costs, are expensed
     as incurred.

  b)Mineral Property Option Payments and Exploration Costs

     The  Company  expenses all costs related to the maintenance and exploration
     of  mineral  claims  in which it has secured exploration  rights  prior  to
     establishment  of proven and probable reserves.  To date, the  Company  has
     not  established  the commercial feasibility of its exploration  prospects,
     therefore, all costs are being expensed.

  c)Use of Estimates

     The  preparation  of  financial  statements in  conformity  with  generally
     accepted  accounting principles 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 for
     the reporting period.  Actual results could differ from these estimates.

  d)Income Taxes

     The Company has adopted Statement of Financial Accounting Standards No. 109
     - "Accounting for Income Taxes" (SFAS 109).  This standard requires the use
     of  an asset and liability approach for financial accounting, and reporting
     on income taxes.  If it is more likely than not that some portion or all of
     a   deferred  tax  asset  will  not  realized,  a  valuation  allowance  is
     recognized.







                                 MANCHESTER INC.
                         (An Exploration Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.SIGNIFICANT ACCOUNTING POLICIES (Continued)

  e)Basic and Diluted Loss Per Share

     In  accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per
     common  share  is  computed  by  dividing  net  loss  available  to  common
     stockholders  by the weighted average number of common shares  outstanding.
     Diluted loss per common share is computed similar to basic loss per  common
     share  except  that the denominator is increased to include the  number  of
     additional common shares that would have been outstanding if the  potential
     common  shares  had  been issued and if the additional common  shares  were
     dilutive.   At  February  29,  2004,  the  Company  has  no  common   stock
     equivalents that were anti-dilutive and excluded in the earnings per  share
     computation.


4.MINERAL PROPERTY INTEREST

  The  Company has entered into an option agreement, dated October 4,  2002  and
  amended  October 2003, to acquire an 80% interest in a total  of  two  mineral
  claims located in the Sudbury Mining District in Ontario, Canada.

  In  order  to  earn  its interests, the Company made a cash payment  totalling
  $8,000  on signing and must incur exploration expenditures totalling  $209,800
  as follows:

  Exploration expenditures:

  -    $23,800 by April 30, 2004;
  -    A further $186,000 by October 31, 2004.

  The properties are subject to a 1% net smelter return royalty.


5.    CONTINGENCY AND COMMITMENT

  i)Mineral Property

     The  Company's  mineral property interests have been acquired  pursuant  to
     option  agreements.   In  order to retain its interest,  the  Company  must
     satisfy the terms of the option agreements described in Note 4.





                                 MANCHESTER INC.
                         (An Exploration Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)



5.    CONTINGENCY AND COMMITMENT (Continued)

  ii)    Commitment

     The  Company  has  committed  to pay the costs associated  with  a  planned
     offering of 1,812,500 shares held by shareholders of the Company.


Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.  You
should not place too much reliance on these forward-looking statements.  Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.

Plan of Operation

Our current business plan is to conduct exploration sufficient to determine
whether there is reason to begin an extensive and costly exploration program.
This constitutes phase one of the exploration program recommended by the
geological report. We anticipate that phase one of the recommended geological
exploration program will cost approximately $23,800 on the Mac South Property.

Specifically, we anticipate spending the following over the next 12 months:

 *  $9,000 on legal fees, $3,000 on accounting fees, $2,500 on EDGAR
    filing fees, $2,000 on transfer agent fees and $83.38 on
    registration fees.  This includes professional fees payable in
    connection with the filing of this registration statement;

 *  $23,800 on exploration expenses for the first phase of the
    exploration program on the Mac South Property, as recommended by
    Mr. John M. Siriunas, the author of the geological report on the
    Mac South Property;

Total expenditures over the next 12 months are therefore expected to be
approximately $40,383.38.

We are able to complete phase one of the exploration program on the Mac
South Property without additional financing.  Completion of these exploration
expenditures will also enable us to meet the exploration expenditure requirement
under the option agreement for the period through October 31, 2003.

We commenced the phase one exploration program on June 19, 2003 and expect to
complete it by May 2004.  We anticipate proceeding with phase two of the
exploration program in the summer or fall of 2004. We will obtain a geological
report upon the completion of each phase summarizing the results of that phase.
The costs of the geological reports are included in the cost of the exploration
program.  We have sufficient cash on hand in order to complete the first phase
work program on the property.

We will assess whether to proceed to phase two of the recommended geological
exploration program upon completion of an assessment of the results of phase one
of the geological exploration program. We will require additional funding in the
event that we decide to proceed with phase two of the exploration program. The
anticipated cost of phase two of the exploration program is $186,000, which is
well beyond our projected cash reserves. Unless we raise and spend $186,000 on
the Mac South Property by October 31, 2004, we will lose our interest in the
property.

We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock.  However, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund both phases of the exploration
program.  We believe that debt financing will not be an alternative for funding
the complete exploration program.  We do not have any arrangements in place for
any future equity financing.

Our cash reserves are not sufficient to meet our obligations for the next twelve
month period.  As a result, we will need to seek additional funding in the near
future.  We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock.  We may also seek to arrange
a short-term loan through our President, although no such arrangement has, as
yet, been made.  At this time, we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common
stock or through a loan from our President to meet our obligations over the next
twelve months.  We do not have any arrangements in place for any future equity
financing.

If we do not complete the exploration expenditures required under the option
agreement for the Mac South Property, then our option in will terminate and we
will lose all our rights and interest in the Mac South Property. If we do not
secure additional financing to incur the required exploration expenditures, we
may consider bringing in a joint venture partner to provide the required
funding. We have not undertaken any efforts to locate a joint venture partner.
In addition, we cannot provide investors with any assurance that we will be able
to locate a joint venture partner who will assist us in funding the exploration
of the Mac South Property.  We may also pursue acquiring interests in alternate
mineral properties in the future.

Results Of Operations For Period Ending February 29, 2004

We did not earn any revenues during the three-month period ending February 29,
2004.  We do not anticipate earning revenues until such time as we have entered
into commercial production of the Mac Len Property.  We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover economic mineralization levels of minerals on the property, or if such
minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $171 for the three-month period
ended February 29, 2004, as compared to a loss of $6,435 for the comparative
period in 2003. The decrease in net loss in the current fiscal year is primarily
a result of transfer agent and filing fees that we incurred in fiscal 2003.

Our operating expenses in the first three months of the current fiscal year were
comprised solely of office and sundry costs of $171.

We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities.  For these reasons our auditors
stated in their report that they have substantial doubt that we will be able to
continue as a going concern.

At  February  29, 2004, we had cash on hand of $16,352 and accounts payable  and
accrued liabilities of $600.

ITEM 3:  CONTROLS AND PROCEDURES

Evalution of Disclosure Controls

Our former management evaluated the effectiveness of our disclosure controls and
procedures as of the end of our first fiscal quarter on February 29, 2004.  This
evaluation was conducted with the participation of our chief executive officer
and our principal accounting officer.

Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclosed in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.

Limitations on the Effective of Controls

Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud.  A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs.  These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake.  Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control.  A
design of a control system is also based upon certain assumptions about
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate.  Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and may
not be detected.




Conclusions

Based upon their evaluation of our controls, our chief executive officer and
principal accounting officer have concluded that, subject to the limitations
noted above, the disclosure controls are effective providing reasonable
assurance that material information relating to us is made known to management
on a timely basis during the period when our reports are being prepared.  There
were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.

PART II- OTHER INFORMATION

Item 1.   Legal Proceedings

The Company is not a party to any pending legal proceeding.  Management is not
aware of any threatened litigation, claims or assessments.

Item 2.   Changes in Securities

The Company did not issue any securities during the quarter ended February 29,
2004.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K

31.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
31.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
32.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

There were no reports filed on Form 8-K during the period ended February 29,
2004.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Manchester Inc.

/s/ Jackson Buch

------------------------------
Jackson Buch, President