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   August 31, 2004

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[ ]   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

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MANCHESTER INC.

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(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

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675 West Hastings Street, Suite 200

Vancouver, British Columbia V6B 1N2

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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: 3,012,500 shares of $0.001

par value common stock outstanding as of October 15, 2004.





















































MANCHESTER INC.

(An Exploration Stage Company)





UNAUDITED INTERIM FINANCIAL STATEMENTS





AUGUST 31, 2004

(Stated in U.S. Dollars)





MANCHESTER INC.

(An Exploration Stage Company)



INTERIM BALANCE SHEET

(Unaudited)

(Stated in U.S. Dollars)







|                                                        | AUGUST 31 | NOVEMBER 30
|------------------------------------------------------- | --------- | -----------
|                                                        | 2004      | 2003       
|                                                        |           |            
|ASSETS                                                  |           |            
|                                                        |           |            
|Current                                                 |           |            
|Cash and cash equivalents                               | $         | 391        
|                                                        |           |            
|LIABILITIES                                             |           |            
|                                                        |           |            
|Current                                                 |           |            
|Accounts payable and accrued liabilities                | $         | 9,266      
|                                                        |           |            
|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     
|                                                        |           |            
|Additional paid-in capital                              |           | 40,312     
|                                                        |           |            
|Deficit Accumulated During The Exploration Stage        |           | (82,325)   
|                                                        |           | (8,875)    
|                                                        |           |            
|                                                        | $         | 391        











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 | NINE MONTHS ENDED | 2002 TO  
|                                                   | AUGUST 31          | AUGUST 31         | AUGUST 31
|                                                   | 2004               | 2003              | 2004      | 2003       | 2004        
|                                                   |                    |                   |           |            |             
|Expenses                                           |                    |                   |           |            |             
|Consulting fees                                    | $                  | 5,000             | $         | 2,510      | $           
|Office and sundry                                  |                    | 750               |           | 322        |             
|Professional fees                                  |                    | 2,091             |           | -          |             
|Transfer agent fees                                |                    | -                 |           | 260        |             
|Mineral property exploration expenditures
(Note 4) |                    | -                 |           | 8,500      |             
|Mineral property option payments                   |                    | -                 |           | -          |             
|                                                   |                    |                   |           |            |             
|Net Loss For The Period                            | $                  | 7,841             | $         | 11,592     | $           
|                                                   |                    |                   |           |            |             
|                                                   |                    |                   |           |            |             
|Basic And Diluted Loss Per Share                   | $                  | (0.01)            | $         | (0.01)     | $           
|                                                   |                    |                   |           |            |             
|                                                   |                    |                   |           |            |             
|Weighted Average Number Of Shares Outstanding      |                    | 33,137,500        |           | 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   
|                                                                           | NINE MONTHS ENDED | 2002 TO  
|                                                                           | AUGUST 31         | AUGUST 31
|                                                                           | 2004              | 2003      | 2004        
|                                                                           |                   |           |             
|Cash Flows From Operating Activities                                       |                   |           |             
|Net loss for the period                                                    | $                 | (24,798)  | $           
|                                                                           |                   |           |             
|Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities |                   |           |             
|Prepaid expenses                                                           |                   | -         |             
|Accounts payable and accrued liabilities                                   |                   | 4,786     |             
|                                                                           |                   | (20,012)  |             
|                                                                           |                   |           |             
|Cash Flows From Financing Activity                                         |                   |           |             
|Share capital issued                                                       |                   | -         |             
|                                                                           |                   |           |             
|Increase (Decrease) In Cash                                                |                   | (20,012)  |             
|                                                                           |                   |           |             
|Cash, Beginning Of Period                                                  |                   | 20,403    |             
|                                                                           |                   |           |             
|Cash, End Of Period                                                        | $                 | 391       | $           







MANCHESTER INC.

(An Exploration Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS



AUGUST 31, 2004

(Unaudited)

(Stated in U.S. Dollars)







1.

BASIS OF PRESENTATION



The unaudited interim financial statements as of August 31, 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.



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



AUGUST 31, 2004

(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 $80,475 for the period from August 27, 2002 (inception) to August 31, 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.





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



AUGUST 31, 2004

(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 August 31, 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, of which $23,800 must be incurred by April 30, 2004.  The Company has not completed the necessary exploration expenditures by April 30, 2004 and the option agreement was allowed to lapse.







MANCHESTER INC.

(An Exploration Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS



AUGUST 31, 2004

(Unaudited)

(Stated in U.S. Dollars)







5.

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



During the nine-month period ended August 31, 2004 our option to acquire an interest in the Mac South property lapsed after we were unable to complete minimum exploration expenditures of $23,800 on the property by April 30, 2004.  Accordingly, we are now looking to acquire an interest in an alternative asset.  We do not have any specific assets in mind.



We anticipate spending approximately $30,000 over the next 12 months on various administrative expenses including $10,000 on legal fees, $10,000 on accounting fees, $5,000 on general and office costs, $2,500 on EDGAR filing fees and $2,500 on transfer agent fees.



Results Of Operations For Period Ending August 31, 2004



We did not earn any revenues during the nine-month period ending August 31, 2004.  We incurred operating expenses in the amount of $24,798 for the nine-month period ended August 31, 2004, as compared to a loss of $19,227 for the comparative period in 2003. The increase in net loss in the current fiscal year is primarily a result of an increase in consulting and professional fees.



Our operating expenses were comprised of consulting fees of $15,000, professional fees of $7,265, transfer agent fees of $1,460 and office and sundry costs of $1,073.



At August 31, 2004, we had cash on hand of $391 and accounts payable and accrued liabilities of $9,266.



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 second fiscal quarter on August 31, 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 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 August 31, 2004.



Item 3. Defaults Upon Senior Securities



None.



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



None.



Item 5. Other Information



On August 20, 2004, Mr. Paul Minichiello, our president, chief executive officer, principal financial officer and principal accounting officer and a director resigned from these positions.  Concurrently, Mr. Paul Minichiello, was appointed as our president, chief executive officer, principal financial officer and principal accounting officer.



Effective on September 17, 2004, we completed a split of our issued and outstanding share capital such that every one share of our common stock issued and outstanding prior to the split was exchanged for 11 shares of post-split common stock.  We also decided to concurrently decrease our post-split authorized common stock to 100,000,000 shares of common stock with a par value of $0.001.  Our board of directors approved the stock split on August 20, 2004.



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 August 31, 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/ Paul Minichiello



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

Paul Minichiello, President