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 28, 2005

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



[ ]   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)



64 Laurie Crescent

West Vancouver, British Columbia, Canada                 V7S 1B7

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

(Address of principal executive offices)           (Postal or Zip Code)





Issuer's telephone number, including area code:        (604) 788-7848

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





N/A

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(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   [ X ] Yes  [  ] No



State the number of shares outstanding of each of the issuer's classes of

common stock, as of the latest practicable date: 33,137,500 shares of $0.001

par value common stock outstanding as of April 14, 2005.































MANCHESTER INC.

(An Exploration Stage Company)





UNAUDITED INTERIM FINANCIAL STATEMENTS





FEBRUARY 28, 2005

(Stated in U.S. Dollars)





MANCHESTER INC.

(An Exploration Stage Company)



INTERIM BALANCE SHEET

(Unaudited)

(Stated in U.S. Dollars)







|                                                        | FEBRUARY 28 | NOVEMBER 30
|------------------------------------------------------- | ----------- | -----------
|                                                        | 2005        | 2004       
|                                                        |             |            
|ASSETS                                                  |             |            
|                                                        |             |            
|Current                                                 |             |            
|                                                        |             |            
|Cash                                                    | $           | 49,278     
|Prepaid expenses                                        |             | 4,100      
|                                                        |             | 53,378     
|                                                        |             |            
|LIABILITIES                                             |             |            
|                                                        |             |            
|Current                                                 |             |            
|Accounts payable and accrued liabilities                | $           | 3,332      
|Advances payable (Note 5)                               |             | 7,100      
|Note payable, current portion (Note 6)                  |             | 89,449     
|                                                        |             | 99,881     
|                                                        |             |            
|Note Payable(Note 6)                                    |             | -          
|                                                        |             | 99,881     
|                                                        |             |            
|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:                                 |             |            
|33,137,500 common shares                                |             | 33,138     
|                                                        |             |            
|Additional paid-in capital                              |             | 40,312     
|                                                        |             |            
|Deficit Accumulated During The Exploration Stage        |             | (119,953)  
|                                                        |             | (46,503)   
|                                                        |             |            
|                                                        | $           | 53,378     





MANCHESTER INC.

(An Exploration Stage Company)



INTERIM STATEMENT OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)







|                                              |                    |             | CUMULATIVE  
|--------------------------------------------- | ------------------ | ----------- | ------------
|                                              |                    |             | FROM DATE   
|                                              |                    |             | OF INCEPTION
|                                              |                    |             | AUGUST 27   
|                                              | THREE MONTHS ENDED | 2002 TO    
|                                              | FEBRUARY 28        | FEBRUARY 28
|                                              | 2005               | 2004        | 2005        
|                                              |                    |             |             
|Expenses                                      |                    |             |             
|Consulting fees                               | $                  | -           | $           
|Office and sundry                             |                    | 1,316       |             
|Professional fees                             |                    | 9,649       |             
|Transfer agent and filing fees                |                    | 650         |             
|Mineral property exploration expenditures     |                    | -           |             
|Mineral property option payments              |                    | -           |             
|                                              |                    |             |             
|Net Loss For The Period                       | $                  | 11,615      | $           
|                                              |                    |             |             
|                                              |                    |             |             
|Basic And Diluted Loss Per Share              | $                  | (0.01)      | $           
|                                              |                    |             |             
|                                              |                    |             |             
|Weighted Average Number Of Shares Outstanding |                    | 33,137,500  |             









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 ENDED | 2002 TO    
|                                                                           | FEBRUARY 28        | FEBRUARY 28
|                                                                           | 2005               | 2004        | 2005        
|                                                                           |                    |             |             
|Cash Flows From Operating Activities                                       |                    |             |             
|Net loss for the period                                                    | $                  | (11,615)    | $           
|                                                                           |                    |             |             
|Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities |                    |             |             
|Prepaid expenses                                                           |                    | (3,450)     |             
|Accounts payable and accrued liabilities                                   |                    | (2,401)     |             
|Advances payable                                                           |                    | -           |             
|                                                                           |                    | (5,851)     |             
|                                                                           |                    |             |             
|Cash Flows From Financing Activity                                         |                    |             |             
|Advances from note payable                                                 |                    | 1,323       |             
|Share capital issued                                                       |                    | -           |             
|                                                                           |                    | 1,323       |             
|                                                                           |                    |             |             
|(Decrease) Increase In Cash                                                |                    | (16,143)    |             
|                                                                           |                    |             |             
|Cash, Beginning Of Period                                                  |                    | 65,421      |             
|                                                                           |                    |             |             
|Cash, End Of Period                                                        | $                  | 49,278      | $           
|                                                                           |                    |             |             
|                                                                           |                    |             |             
|Supplemental disclosures of cash flow information                          |                    |             |             
|                                                                           |                    |             |             
|Cash paid during the period for:                                           |                    |             |             
|                                                                           |                    |             |             
|Interest                                                                   | $                  | -           | $           
|                                                                           |                    |             |             
|Income Taxes                                                               | $                  | -           | $           







MANCHESTER INC.

(An Exploration Stage Company)



INTERIM STATEMENT OF STOCKHOLDERS EQUITY



FROM DATE OF INCEPTION AUGUST 27, 2002 TO

FEBRUARY 28, 2005



FEBRUARY 28, 2005

(Unaudited)

(Stated in U.S. Dollars)







|                                                  | COMMON STOCK |        |                            |         |         
|------------------------------------------------- | ------------ | ------ | -------------------------- | ------- | --------
|                                                  | SHARES       | AMOUNT | ADDITIONAL PAID-IN CAPITAL | DEFICIT | TOTAL   
|                                                  |              |        |                            |         |         
|Opening balance, August 27,
2002                  | -            | $      | -                          | $       | -       
|                                                  |              |        |                            |         |         
|September 2002  Shares issued for cash at $0.001 | 13,200,000   |        | 13,200                     |         | (12,000)
|                                                  |              |        |                            |         |         
|October 2002  Shares issued for cash at $0.01    | 17,600,000   |        | 17,600                     |         | (1,600) 
|                                                  |              |        |                            |         |         
|October 2002  Shares issued for cash at $0.25    | 2,200,000    |        | 2,200                      |         | 47,800  
|                                                  |              |        |                            |         |         
|November 2002  Shares issued for cash at $0.50   | 137,500      |        | 138                        |         | 6,112   
|                                                  |              |        |                            |         |         
|Net loss for the period                           | -            |        | -                          |         | -       
|                                                  |              |        |                            |         |         
|Balance, November 30, 2002                        | 33,137,500   |        | 33,138                     |         | 40,312  
|                                                  |              |        |                            |         |         
|Net loss for the year                             | -            |        | -                          |         | -       
|                                                  |              |        |                            |         |         
|Balance, November 30, 2003                        | 33,137,500   |        | 33,138                     |         | 40,312  
|                                                  |              |        |                            |         |         
|Net loss for the year                             | -            |        | -                          |         | -       
|                                                  |              |        |                            |         |         
|Balance, November 30, 2004                        | 33,137,500   |        | 33,138                     |         | 40,312  
|                                                  |              |        |                            |         |         
|Net loss for the period                           | -            |        | -                          |         | -       
|                                                  |              |        |                            |         |         
|Balance, February 28, 2005                        | 33,137,500   | $      | 33,138                     | $       | 40,312  







MANCHESTER INC.

(An Exploration Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS



FEBRUARY 28, 2005

(Unaudited)

(Stated in U.S. Dollars)







1.

BASIS OF PRESENTATION



The unaudited interim financial statements as of February 28, 2005 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, 2004 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.



Effective August 20, 2004, the Board of Directors authorized a 1 for 11 forward stock split on the common shares.  The authorized number of common shares remain at 100,000,000 common shares with a par value of $0.001.  All references in the accompanying financial statements to the number of common shares have been restated to reflect the forward stock split.





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.





MANCHESTER INC.

(An Exploration Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS



FEBRUARY 28, 2005

(Unaudited)

(Stated in U.S. Dollars)







2.

NATURE OF OPERATIONS(continued)



c)

Going Concern (continued)



As shown in the accompanying financial statements, the Company has incurred a net loss of $119,953 for the period from August 27, 2002 (inception) to February 28, 2005, 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.





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.





MANCHESTER INC.

(An Exploration Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS



FEBRUARY 28, 2005

(Unaudited)

(Stated in U.S. Dollars)







3.

SIGNIFICANT ACCOUNTING POLICIES(continued)



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.



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 28 2005, 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 of which $23,800 must have been incurred by April 30, 2004.  The Company has not completed the necessary exploration expenditures and the option agreement was allowed to lapse.







MANCHESTER INC.

(An Exploration Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS



FEBRUARY 28, 2005

(Unaudited)

(Stated in U.S. Dollars)







5.

ADVANCES PAYABLE





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





6.

NOTE PAYABLE



The note payable is unsecured and bears interest at 6% per annum.  The full principal plus interest is repayable on December 24, 2005.





7.

COMMITMENT



On November 12, 2004, the Company entered into a preliminary agreement to acquire certain assets of the PAACO Group, which constitute the operations of the PAACO Automotive Group L.P. and Premium Auto Acceptance Corporation.  The PAACO Group operates automotive dealerships in the used car market.



In consideration for the acquisition of the assets of PAACO Group, the agreement calls for the Company to issue 10,000,000 convertible voting preferred shares at a stated value of $0.40 per share, based upon the net value of the assets being acquired.  Each of the preferred shares will have one vote per share and will be convertible into one common share.  In the event the acquired assets exceed $4 million in audited value, the Company will issue a note payable to PAACO Group for the net asset value in excess of $4 million.



The acquisition is also subject to the following conditions:



a)

upon closing, issued share capital of the Company shall be 19,937,500 shares of common stock and 10,000,000 shares of preferred stock with no outstanding options or warrants to acquire additional shares; and



b)

completion by the Company of pro forma audited financial statements that include the acquisition of PAACO Groups assets.















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



We commenced operations as an exploration stage company.  During the fiscal year ended November 30, 2004, we were a party to a mineral property option agreement whereby we could acquire an 80% interest in a total of two mineral claims, comprising 11 claim units located in the Province of Ontario, Canada, known as the Mac South property.



In order to keep our option with respect to the Mac South property in good standing, we were required to make a cash payment of $8,000 and incur exploration expenditures on the property of at least $23,800 by April 30, 2004 and an additional $186,000 by October 31, 2004.  Due to our inability to raise the capital necessary to conduct exploration on the Mac South property, our option to acquire an 80% interest in the property lapsed.



On November 12, 2004, we entered into a non-binding letter of intent with PAACO Automotive Group L.P. (PAACO) providing for our potential acquisition of PAACOs assets that are necessary for the operation of its Buy-Here Pay-Here used car sales business.  The letter of intent provides that subject to PAACO transferring business assets to us with a net audited value of at least $4,000,000, we shall issue 10,000,000 convertible, voting preferred shares of stock in our capital at a deemed price of $0.40 each to PAACO as consideration for the acquisition.  The issuance of these shares may require an amendment to our articles of incorporation.



Each preferred share shall carry one vote and shall be convertible from time-to-time into one share of common stock for a period of one year from issuance. Each preferred share shall also have a liquidation preference over the common stock equal to $0.40 per share, which shall require the redemption of those shares by us.  After one year from the issuance of the preferred shares, and prior to the second year, PAACO has agreed that no more than 25% of the shares of common stock underlying the preferred shares shall be eligible for public sale, whether pursuant to qualification by registration statement or pursuant to an exemption from registration.



If the net audited value of PAACOs business assets exceeds $4,000,000, we will provide PAACO with a promissory note for the excess amount.



The letter of intent is subject to the following additional terms:



     upon closing, our issued capital shall be 19,937,500 shares of common

stock and 10,000,000 shares of preferred stock with no outstanding

options or warrants to acquire additional shares in our capital

outstanding.  The reduction in the issued shares of common stock would

require the cancellation of all restricted shares held by our former

directors ; and



    closing is subject to our completion of pro forma audited financial

statements that include recording of our acquisition of PAACOs assets.



We anticipate spending the following over the next 12 months:



      $20,000 on legal fees and $15,000 on accounting fees, $2,500 on EDGAR

filing fees and $2,500 on transfer agent fees;



      $20,000 on management fees and consulting fees; and



Total expenditures over the next 12 months are therefore expected to be approximately $60,000.  Our current cash on hand will be sufficient to cover all anticipated expenses for approximately ten months.



Estimated expenses may be significantly higher if we complete the acquisition of a business interest.  We are unable to determine the potential cost of such expenses until we have entered into a definitive agreement to acquire an interest in specific assets.



Results Of Operations For Period Ending February 28, 2005



We did not earn any revenues during the three-month period ending February 28, 2005.  We incurred operating expenses in the amount of $11,615 for the three-month period ended February 28, 2005, as compared to a loss of $6,435 for the comparative period in fiscal 2004. The increase in net loss in the current fiscal year is a result of an increase in professional fees.



Our operating expenses were comprised of consulting fees of $9,649 in professional fees, $1,316 in office and sundry costs and $650 in transfer agent and filing fees.



At February 28, 2005, we had cash on hand of $49,278 and prepaid expenses of $4,100 for total assets of $53,378.  At the same date, our liabilities consisted of accounts payable and accrued liabilities of $3,332, advances payable of $7,100 and a note payable of $89,449.  The note is unsecured and bears interest at 6% per annum.  The full principal plus interest is repayable on December 24, 2005.



ITEM 3:  CONTROLS AND PROCEDURES



Evalution of Disclosure Controls



Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of our fiscal quarter on February 28, 2005.  This evaluation was conducted by our chief executive officer and our principal accounting officer, Mr. Paul Minichiello.



Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose 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 his evaluation of our controls, our chief executive officer and principal accounting officer has 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



We are 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 28, 2005.



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



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.



DATED:  April 14, 2005



Manchester Inc.



/s/ Paul Minichiello



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

Paul Minichiello, President