UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A
                                (AMENDMENT NO. 1)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2006

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the transition period from ________ 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
  incorporation or organization)                    Identification Number)

                          100 CRESCENT COURT, 7TH FLOOR
                               DALLAS, TEXAS 75201
                    (Address of principal executive offices)

                                 (866) 230-1805
                (Issuer's telephone number, including area code)

                                       N/A
              (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 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. [X] Yes [_] No

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 33,137,500 shares of $0.001 par value
common stock outstanding as of April 18, 2006.

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


<PAGE>


PART I:  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                 MANCHESTER INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             INTERIM BALANCE SHEETS

                            (STATED IN U.S. DOLLARS)

                                                FEBRUARY 28,    NOVEMBER 30,
                                                    2006            2005
                                                (UNAUDITED)      (Audited)
----------------------------------------------------------------------------

ASSETS

CURRENT
   Cash and cash equivalents                    $      9,865    $        777
   Refundable deposit                                250,000              --
   Prepaid expenses                                    1,330           1,330
                                                ----------------------------

                                                     261,195           2,107

OFFICE EQUIPMENT, NET                                  5,746              --
                                                ----------------------------

                                                $    266,941    $      2,107
============================================================================

LIABILITIES

CURRENT
   Accounts payable and accrued
     liabilities                                $     30,933    $     10,515
   Advances payable (Note 4)                              --             535
   Notes payable (Note 5)                            449,292          96,361
                                                ----------------------------
                                                     480,225         107,411
                                                ----------------------------

STOCKHOLDERS' DEFICIENCY

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:
       33,137,500 common shares                       33,138          33,138

   Additional paid-in capital                         40,312          40,312

DEFICIT ACCUMULATED DURING
  THE EXPLORATION STAGE                             (286,734)       (178,754)
                                                ----------------------------
                                                    (213,284)       (105,304)
                                                ----------------------------
                                                $    266,941    $      2,107
============================================================================


                  The accompanying notes are an integral part
                     of these interim financial statements


                                       2


<PAGE>


                                 MANCHESTER INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        INTERIM STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                                      CUMULATIVE
                                                                                      PERIOD FROM
                                                                                       INCEPTION
                                                                                       AUGUST 27,
                                                           THREE MONTHS ENDED           2002 TO
                                                               FEBRUARY 28,           FEBRUARY 28,
                                                          2006           2005            2006
--------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>
REVENUE                                               $         --    $         --    $         --
                                                      --------------------------------------------

EXPENSES
     Consulting fees                                        40,000              --          72,510
     Amortization                                              342             342
     Advertising and promotion                                  --              --           3,120
     Interest on notes payable                               3,192              --           8,627
     Mineral property exploration expenditures                  --              --          12,000
     Mineral property option payments                           --              --          10,000
     Office and sundry                                         947           1,316           4,782
     Rent                                                    4,763              --           4,763
     Professional fees                                      53,835           9,649         160,905
     Transfer agent and filing fees                          3,384             650          14,969
     Travel and entertaining                                 1,560              --           1,560
                                                      --------------------------------------------

LOSS BEFORE THE FOLLOWING                                  108,023          11,615         293,578

     Interest earned                                           (43)             --            (279)
     Forgiveness of advances payable                            --              --          (6,565)
                                                      --------------------------------------------

NET LOSS FOR THE PERIOD                               $    107,980    $     11,615    $    286,734
==================================================================================================

BASIC AND DILUTED LOSS PER SHARE                      $      (0.00)   $      (0.00)
==================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING           33,137,500      33,137,500
==================================================================================================
</TABLE>

                  The accompanying notes are an integral part
                     of these interim financial statements


                                       3


<PAGE>


                                 MANCHESTER INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        INTERIM STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                                      CUMULATIVE
                                                                                      PERIOD FROM
                                                                                       INCEPTION
                                                                                       AUGUST 27,
                                                           THREE MONTHS ENDED           2002 TO
                                                               FEBRUARY 28,           FEBRUARY 28,
                                                          2006           2005            2006
--------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss for the period                          $   (107,980)   $    (11,615)   $   (286,734)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY (USED IN) OPERATING ACTIVITIES
     Amortization                                              342              --             342
     Increase in refundable deposit                       (250,000)             --        (250,000)
     Decrease in prepaid expenses                               --          (3,450)         (1,330)
     Increase  (decrease) in accounts payable
       and accrued liabilities                              20,418          (2,401)         31,034
     Increase in accrued interest                            3,192              --           8,627
                                                      --------------------------------------------
     Net cash used in operating activities                (334,028)        (17,466)       (498,061)
                                                      --------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of equipment                                  (6,088)             --          (6,088)
                                                      --------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Advances from notes payable                           349,739           1,323         440,564
     Advances payable                                         (535)                             --
     Share capital issued                                       --              --          73,450
                                                      --------------------------------------------
     Net cash provided by financing activities             349,204           1,323         514,014
                                                      --------------------------------------------


NET INCREASE (DECREASE) IN CASH                              9,088         (16,143)          9,865

CASH AT BEGINNING OF PERIOD                                    777          65,421              --
                                                      --------------------------------------------

CASH AT END OF PERIOD                                 $      9,865    $     49,278    $      9,865
==================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Interest paid                                    $         --    $         --    $         --
     Income taxes paid                                          --              --              --
==================================================================================================
</TABLE>


                  The accompanying notes are an integral part
                     of these interim financial statements


                                       4


<PAGE>


                                 MANCHESTER INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


1.    BASIS OF PRESENTATION

      The  unaudited  financial   information   furnished  herein  reflects  all
      adjustments,  which in the opinion of  management  are necessary to fairly
      state the Company's  financial  position and the results of its operations
      for the periods  presented.  This report on Form 10-QSB  should be read in
      conjunction  with the  Company's  financial  statements  and notes thereto
      included in the Company's audited financial statements for the fiscal year
      ended November 30, 2005. The Company assumes that the users of the interim
      financial  information  herein  have read or have  access  to the  audited
      financial  statements for the preceding  fiscal year and that the adequacy
      of additional  disclosure needed for a fair presentation may be determined
      in  that   context.   Accordingly,   footnote   disclosure,   which  would
      substantially  duplicate the disclosure contained in the Company's audited
      financial statements for the fiscal year ended November 30, 2005, has been
      omitted.  The  results of  operations  for the  three-month  period  ended
      February 28, 2006 are not necessarily indicative of results for the entire
      year ending November 30, 2006.

2.    NATURE OF OPERATIONS

      a)    Organization

      The Company was incorporated in the State of Nevada, U.S.A., on August 27,
      2002.  The Company  currently  has limited  operations  and is seeking new
      projects.  The  Company  is a  development  stage  company  as  defined by
      Statement of Financial  Accounting  Standards  ("SFAS") No. 7. The Company
      had previously been in the  exploration  stage since its formation and has
      not  yet  realized  any  revenues  from  its  planned  operations.  It was
      primarily engaged in the acquisition and exploration of mining properties.

      b)    Going Concern

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

      As shown in the accompanying interim financial statements, the Company has
      incurred a net loss of  $286,734  for the  period  from  August  27,  2002
      (inception)  to February  28,  2006,  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 "Buy-Here Pay-Here" used
      car sales  businesses.  Management  has plans to seek  additional  capital
      through a private  placement and public offering of its common stock.  The
      interim  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.


                                       5


<PAGE>


                                 MANCHESTER INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


3.    SIGNIFICANT ACCOUNTING POLICIES

      The interim  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  interim  financial
      statements for a period  necessarily  involves the use of estimates  which
      have been made using careful judgement.

      The interim  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)    Office Equipment

            Office  Equipment is recorded at cost and is  depreciated  amortized
            over its estimated useful life at the following rate:

                  Computer Equipment                  30% straight line.

      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.


                                       6


<PAGE>


                                 MANCHESTER INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


3.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      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 be
            realized, a valuation allowance is recognized

      e)    Foreign Currency Translation

            The  Company's  functional  currency  is the  U.S.  dollar.  Foreign
            currency balances are translated into U.S. dollars as follows:

            i)    monetary  items at the rate  prevailing  at the balance  sheet
                  date;

            ii)   non-monetary items at the historical exchange rate;

            iii)  revenue  and  expense at the rate in effect at the time of the
                  transaction.

      f)    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 28, 2006,
            the Company has no common stock equivalents that were  anti-dilutive
            and excluded in the earnings per share computation.

4.    ADVANCES PAYABLE

      Advances  payable are unsecured,  bear no interest and have no fixed terms
      of repayment.  As of February 28, 2006,  $nil (2005 - $535) was owing to a
      director of the Company.

5.    NOTES PAYABLE

      Notes  payable  in the  amount of  $449,292  are  repayable  upon  demand,
      unsecured and bear  interest at 6% per annum.  A portion of these notes in
      the amount of  $97,926 is  currently  being  renegotiated  to have a fixed
      repayment date of June 30, 2007.


                                       7


<PAGE>


                                 MANCHESTER INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


6.    COMMITMENTS

      On June 10, 2005 the Company entered into an agreement for the development
      of a branded suite of collateral,  including  website,  corporate identity
      and presentation materials at a cost of $8,988 ($10,700Cdn) with Nextphase
      Strategy Marketing Inc.

      As of February  28, 2006 the  Company has paid $4,449  ($5,300Cdn)  of the
      amount due pursuant to the  contract and certain  elements of the contract
      have been  completed  valued at  $3,119  ($3,745Cdn).  An amount of $4,707
      ($5,400Cdn)   remains  payable  upon  final  delivery  of  the  contracted
      materials and services.

7.    SUBSEQUENT EVENTS

      a)    Subsequent  to  February  28,  2006,  the  Company  entered  into  a
            consulting  contract  with an  individual  to provide  financial and
            administrative  services, that expires March 31, 2008. Over the term
            of the contract the Company  will pay a  contractual  fee of $25,000
            per month.

      b)    Subsequent to February 28, 2006, the Company  granted  200,000 stock
            options to a  consultant  of the  Company who will become an officer
            once directors and officers  insurance is in place.  The options are
            exercisable at $4.39 per share and expire March 13, 2011.

      c)    Subsequent to February 28, 2006, the Company  granted  100,000 stock
            options to an officer of the Company.  50,000 of these  options will
            vest on September 13, 2006, and the remainder will vest on March 13,
            2007.  The  options  are  exercisable  at $4.39 per share and expire
            March 13, 2011.

      d)    Subsequent  to February 28, 2006,  the Company  received  additional
            advances  in the amount of  $271,500  which are  unsecured  and bear
            interest at 6% per annum.  These  additional  advances become due on
            June 30, 2007.


                                       8


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

The following discussion of the financial condition and plan of operations of
Manchester Inc. (referred to herein as the "Company," and "we") should be read
in conjunction with the financial statements and the related notes thereto
included elsewhere in this quarterly report for the period ended February 28,
2006 (this "Report"). This Report contains certain forward-looking statements
and the Company's future operating results could differ materially from those
discussed herein. Certain statements contained in this Report, including,
without limitation, statements containing the words "believes", "anticipates,"
"expects" and the like, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such factors or to announce publicly the results of any revisions of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments.

PLAN OF OPERATION

The Company commenced operations as an exploration stage company. The Company
ceased pursuing opportunities in that field upon the lapse of certain mineral
rights options in October 2004.

The Company then changed its business plan. The Company intends to acquire and
operate "Buy-Here Pay-Here" used car sales businesses. The Company continues to
be in negotiations to acquire an entity or entities in that field of operations.

In the event of a significant acquisition by the Company, the Company will be
required to borrow funds to cover the purchase price.

RESULTS OF OPERATIONS FOR THE PERIOD ENDING FEBRUARY 28, 2006

We did not earn any revenues during the three-month period ending February 28,
2006. We incurred operating expenses in the amount of $108,023 for the
three-month period ended February 28, 2006, as compared to a loss of $11,615 for
the comparable period of the last fiscal year. The increase in net losses in the
current fiscal year is largely a result of an increase in professional and
consulting fees.

Our operating expenses were comprised of professional fees of $53,835,
consulting fees of $40,000, rent of $4,763, transfer agent and filing fees of
$3,384, interest on notes payable of $3,192, travel and entertaining costs of
$1,560, office and sundry costs of $947, and amortization of $342. We also
realized $43 in interest during the period.

At February 28, 2006, we had total assets of $266,941, consisting of a
refundable deposit of $250,000, cash of $9,865 and prepaid expenses of $1,330.
At the same date, our total liabilities were $480,225.

OFF-BALANCE SHEET ARRANGEMENTS

The Company is not a party to any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was carried
out under the supervision and with the participation of the Company's
management, including the Company's Acting Chief Executive Officer and Acting
Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures, as defined in Rule 13a-15(e) promulgated under the
Securities and Exchange Act of 1934 (the "Exchange Act"). Based on their
evaluation, the Company's Acting Chief Executive Officer and Acting Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.


                                       9


<PAGE>


There have been no changes in the Company's internal controls over financial
reporting during the Company's most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not, and has not been during the period covered by this report, a
party to any legal proceedings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

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 REPORTS ON FORM 8-K

Exhibit No.    Description of Exhibits
-----------    -----------------------

Exhibit 31.1   Certification of Chief Executive Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2   Certification of Principal Financial Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1   Certification of the Chief Executive Officer pursuant to
               18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

Exhibit 32.2   Certification of the Chief Financial Officer pursuant to
               18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.


                                       10


<PAGE>


Reports on Form 8-K
-------------------

The Company filed a Report on Form 8-K on December 6, 2005, disclosing that on
December 1, 2005, Richard Gaines was appointed as the Corporate Secretary of the
Company.

The Company filed a Report on Form 8-K on February 27, 2006, disclosing that the
Company has appointed Mr. Richard D. Gaines, Esq., to the Company's Board of
Directors in addition to his position as Corporate Secretary. In addition, it
was disclosed that Mr. Paul Minichiello has resigned as a director and officer
of the Company. It was also disclosed that Mr. Norman R. Thoennes, CPA, has
agreed to become a director and CEO of the Company as soon as adequate directors
and officers insurance is in place. In the interim, Mr. Thoennes will continue
to act as a consultant to the Company and assist it in its effort to acquire and
expand "Buy-Here Pay-Here" auto dealers. It was noted that the Company is
completing the appropriate insurance applications and expects to submit them
shortly.

                                SUBSEQUENT EVENTS

On March 13, 2006, Mr. Norman Thoennes and the Company entered into an
Employment Agreement (the "Thoennes Employment Agreement") and a Nonqualified
Stock Option Agreement (the "Thoennes Stock Option Agreement").

Pursuant to terms of the Thoennes Employment Agreement, Mr. Thoennes will serve
as a consultant to the Company, until such time as Mr. Thoennes shall obtain
adequate directors and officers' insurance, whereupon Mr. Thoennes will commence
service as the Company's Chief Executive Officer. The initial term (the "Term")
of the Thoennes Employment Agreement is two years, commencing as of March 1,
2006. Mr. Thoennes shall devote at least 50% of his professional working time to
the Company during the Term. Mr. Thoennes will be paid a base salary of $25,000
a month during the Term. In addition, Mr. Thoennes will receive the use of a
Company vehicle, the benefits of the Company's health plan, an annual bonus of
15-25% of his base salary (in accordance with certain performance milestones
determined by the Board) and those stock options described in the Thoennes Stock
Option Agreement, as described below. The Thoennes Employment Agreement contains
provisions protecting the Company's intellectual property, as well as provisions
restricting competition and provisions restricting the solicitation of Company
employees. The Thoennes Employment Agreement provides Mr. Thoennes with the
right to receive certain payments in the event of his termination without cause
or due to a change in control.

Mr. Thoennes has been granted an option (the "Thoennes Option") to purchase
200,000 shares of the Company's common stock at an exercise price of $4.39 per
share. The exercise price was the closing price of the Company's common stock on
the OTC Bulletin Board on the trading day immediately preceding the date of the
grant of the Thoennes Option and the date of the Thoennes Stock Option
Agreement. The Thoennes Option shall vest over the course of one year from the
date of its grant, with 50,000 shares exercisable immediately, an additional
75,000 shares exercisable six months from the date of the grant, and the
remaining 75,000 shares exercisable one year from the date of the grant.

On March 13, 2006, the Company entered into a Nonqualified Stock Option
Agreement with Mr. Richard Gaines (the "Gaines Stock Option Agreement").

Mr. Gaines has been granted an option (the "Gaines Option") to purchase 100,000
shares of the Company's common stock at an exercise price of $4.39 per share.
The exercise price was the closing price of the Company's common stock on the
OTC Bulletin Board on the trading day immediately preceding the date of the
grant of the Gaines Option and the date of the Gaines Stock Option Agreement.
The Gaines Option shall vest over the course of one year from the date of its
grant, with 50,000 shares exercisable six months from the date of the grant and
the remaining 50,000 shares exercisable one year from the date of the grant.


                                       11


<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.

                                   MANCHESTER INC.
                                       (Registrant)
April 20, 2006

                                   By: /s/ Richard D. Gaines
                                       -----------------------------------------
                                       Name: Richard D. Gaines
                                       Title: Acting Principal Executive Officer
                                              Secretary and Director


                                       12