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, 2006

|_|   Transition  Report  pursuant to Section 13 or 15(d) of the 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)
<TABLE>
<CAPTION>
                                                                                   FEBRUARY 28,    NOVEMBER 30,
(Unaudited) (Audited)                                                                  2006            2005
--------------------------------------------------------------------------------   ------------    ------------

<S>                                                                                <C>             <C>
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
================================================================================   ============    ============
</TABLE>



                 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         107,070
     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 Used By
  Operating Activities
     Amortization                                                  342           --              342
     Refundable deposit                                       (250,000)          --         (250,000)
     Prepaid expenses                                             --           (3,450)        (1,330)
     Accounts payable and accrued liabilities                   20,418         (2,401)        31,034
     Accrued interest                                            3,192           --            8,627
                                                           -----------    -----------    -----------
                                                              (374,028)       (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
                                                           -----------    -----------    -----------
                                                               349,204          1,323        514,014
                                                           -----------    -----------    -----------

Increase In Cash                                                 9,088         16,143          9,865

Cash, Beginning Of Period                                          777         65,421           --
                                                           -----------    -----------    -----------

Cash, 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  mineral
         properties.  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 November 30,  2005,  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

     The notes payable are repayable upon demand, unsecured and bear interest at
     6% per annum.  A portion of the note 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  $261,195,  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 19, 2006
                             By: /s/ Richard D. Gaines
                                 ------------------------------------
                                 Name: Richard D. Gaines
                                 Title: Acting Principal Executive Officer
                                        Secretary and Director


                                       12