UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                     For the fiscal year ended June 30, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the transition period from [ ] to [ ]

                        Commission file number 000-144493

                      Winchester International Resorts Inc.
             (Exact name of registrant as specified in its charter)

           Nevada                                                    N/A
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

61 Cimarron Meadows Cres., Okotoks, Alberta, Canada                T1S 1T1
     (Address of principal executive offices)                     (Zip Code)

        Registrant's telephone number, including area code: 403.995.4426

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange On Which Registered
-------------------                    -----------------------------------------
      N/A                                                 N/A

           Securities registered pursuant to Section 12(g) of the Act:

                                       N/A
                                (Title of class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate  by check  mark  whether  the  registrant:  (1) has 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
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the last 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted  pursuant to Rule 405 of Regulation  S-K  (ss.229.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definition  of "large  accelerated  filer,"  "accelerated  filer"  and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

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

The  aggregate  market  value of  Common  Stock  held by  non-affiliates  of the
Registrant  on September 4, 2009 was  $3,126,300  based on a $0.51 closing price
for the Common Stock on September 4, 2009. For purposes of this computation, all
executive  officers  and  directors  have  been  deemed to be  affiliates.  Such
determination  should  not be deemed  to be an  admission  that  such  executive
officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.

8,055,000 shares of common stock issued & outstanding as of September 25, 2009

                       DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>

                                TABLE OF CONTENTS

Item 1.      Business........................................................  3

Item 1A.     Risk Factors....................................................  4

Item 1B.     Unresolved Staff Comments.......................................  6

Item 2.      Properties......................................................  6

Item 3.      Legal Proceedings...............................................  6

Item 4.       Submissions of Matters to a Vote of Security Holders...........  6

Item 5.      Market for Common Equity and Related Stockholder Matters........  6

Item 6.      Selected Financial Data.........................................  7

Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations.......................................  7

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk...... 11

Item 8.      Financial Statements and Supplementary Data..................... 11

Item 9.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure........................................ 20

Item 9A (T). Controls and Procedures......................................... 20

Item 9B.     Other Information............................................... 21

Item 10.     Directors, Executive Officers and Corporate Governance.......... 21

Item 11.     Executive Compensation.......................................... 24

Item 12.     Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters...................... 26

Item 13.     Certain Relationships and Related Transactions, and
             Director Independence........................................... 27

Item 14.     Principal Accountants Fees and Services......................... 27

Item 15.     Exhibits, Financial Statement Schedules......................... 28

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

This annual report contains forward-looking statements.  These statements relate
to future events or our future  financial  performance.  In some cases,  you can
identify  forward-looking  statements by  terminology  such as "may",  "should",
"expects",  "plans",   "anticipates",   "believes",   "estimates",   "predicts",
"potential"  or  "continue"  or the negative of these terms or other  comparable
terminology. These statements are only predictions and involve known and unknown
risks,  uncertainties  and other  factors,  including  the risks in the  section
entitled "Risk  Factors",  that may cause our or our industry's  actual results,
levels of activity,  performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or  achievements.  Except as required by applicable  law,
including the securities  laws of the United States,  we do not intend to update
any of the  forward-looking  statements  to conform  these  statements to actual
results.

Our  financial  statements  are stated in United  States  Dollars  (US$) and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.

In this  annual  report,  unless  otherwise  specified,  all dollar  amounts are
expressed in United States Dollars and all  references to "common  shares" refer
to the common shares in our capital stock.

As used in this  annual  report,  the terms  "we",  "us",  "our  company",  mean
Winchester  International  Resorts Inc. a Nevada  corporation,  unless otherwise
indicated.

GENERAL OVERVIEW

We were  incorporated  in Nevada on August  18,  2003.  To date,  we have been a
company primarily engaged in the acquisition and exploration of natural resource
properties.

On January 20,  2005,  we  purchased  the Railway  Prospect  property in Ontario
Canada,  consisting of 633 acres,  including  within 16 unpatented  mining claim
units, we purchased the property from Pilgrim Creek Mining Ltd.

Effective  June 30,  2009,  Andrew  Buchholz  and  Veryl  Norquay  were  elected
directors  of our company and Simone Maria  Anderson  resigned as a director and
officer of our company.

Effective June 30, 2009, Veryl Norquay was appointed chief executive officer and
president and Andrew Bhuccholz was appointed chief financial officer.

Our board of directors now consists of Veryl Norquay and Andrew Buchholz.

Subsequent  to our year ended June 30, 2009,  based on  information  that we had
available to us, we determined  that the Railway  Prospect  property did not, in
all likelihood, contain a commercially viable mineral deposit.

Our  management  has been  analyzing the various  alternatives  available to our
company to ensure our survival and to preserve our  shareholder's  investment in
our common  shares.  This  analysis has included  sourcing  additional  forms of
financing  to continue our business as is, or mergers  and/or  acquisitions.  At
this stage in our  operations,  we believe either course is  acceptable,  as our
operations  have not been  profitable and our future  prospects for our business
are not good without further financing.

On  August  3,  2009,  we  presented  an offer to  purchase  a 90%  interest  in
Winchester  International  Resorts, LLC a Mississippi limited liability company,
in  order  to  effect  a  business  combination  of  our  two  companies.  It is
anticipated that the acquisition will be structured as a share exchange, whereby

                                       3
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we will purchase 90% of the memberships of Winchester International Resorts from
its  members in exchange  for shares of our  company.  Winchester  International
Resorts is a company that has contracted to purchase  certain land and buildings
located in Tunica County, Mississippi.

The  acquisition  contemplated  by the offer is  subject to the  fulfillment  of
certain conditions precedent,  due diligence and the negotiation of a definitive
agreement.

Effective September 9, 2009, we have changed our name from "Sterling Exploration
Inc." to "Winchester  International  Resorts Inc.",  by way of a merger with our
wholly owned subsidiary Winchester  International Resorts Inc., which was formed
solely  for the  change of name.  The name  change  becomes  effective  with the
Over-the-Counter Bulletin Board at the opening for trading on September 14, 2009
under the new stock symbol "WNCH". Our new CUSIP number is 972817100.

EMPLOYEES

Currently our only  employees  are our directors and officers.  We do not expect
any material  changes in the number of employees  over the next 12 month period.
We will outsource contract employment as needed.

GOING CONCERN

We  anticipate  that  additional  funding will be required in the form of equity
financing  from the sale of our common stock.  At this time,  we cannot  provide
investors  with any assurance that we will be able to raise  sufficient  funding
from the sale of our common  stock or through a loan from our  directors to meet
our obligations over the next twelve months.  We do not have any arrangements in
place for any future equity financing.

SUBSIDIARIES

We do not have any subsidiaries.

INTELLECTUAL PROPERTY

We do not own, either legally or beneficially, any patent or trademark.

ITEM 1A. RISK FACTORS

Much of the information included in this annual report includes or is based upon
estimates,  projections  or other  "forward  looking  statements".  Such forward
looking  statements  include any  projections  and estimates  made by us and our
management   in   connection   with  our   business   operations.   While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made in good faith and reflect our current  judgment  regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such  estimates,  projections  or other  "forward  looking  statements"  involve
various risks and  uncertainties  as outlined  below. We caution the reader that
important  factors  in some  cases  have  affected  and,  in the  future,  could
materially  affect actual results and cause actual results to differ  materially
from the results expressed in any such estimates,  projections or other "forward
looking statements".

BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN  OPINION,  THERE IS SUBSTANTIAL
UNCERTAINTY  WE WILL  CONTINUE  ACTIVITIES  IN WHICH  CASE YOU  COULD  LOSE YOUR
INVESTMENT.

Our  auditors  have  issued a going  concern  opinion.  This means that there is
substantial  doubt  that we can  continue  as an ongoing  business  for the next
twelve months.  As such we may have to cease  activities and you could lose your
investment.

                                       4
<PAGE>
OUR MANAGEMENT IS CURRENTLY  SEEKING OUT POTENTIAL  BUSINESS  OPPORTUNITIES  AND
THERE ARE NUMEROUS RISKS ASSOCIATED WITH ANY POTENTIAL BUSINESS OPPORTUNITY.

We intend to use reasonable  efforts to acquire or complete  potential  business
opportunities  that our  management  determines is in the best  interests of our
shareholders.   Such   combinations   will  be  accompanied  by  risks  commonly
encountered  in  acquisitions.  Failure  to manage  and  successfully  integrate
acquisitions  we make could harm our  business,  our strategy and our  operating
results in a material way.

TRADING IN OUR COMMON  SHARES ON THE OTC BULLETIN  BOARD IS LIMITED AND SPORADIC
MAKING IT DIFFICULT FOR OUR SHAREHOLDERS TO SELL THEIR SHARES OR LIQUIDATE THEIR
INVESTMENTS.

Our common  shares are currently  listed for public  trading on the OTC Bulletin
Board.  The  trading  price  of our  common  shares  has  been  subject  to wide
fluctuations. Trading prices of our common shares may fluctuate in response to a
number of factors,  many of which will be beyond our  control.  The stock market
has generally  experienced extreme price and volume fluctuations that have often
been  unrelated or  disproportionate  to the operating  performance of companies
with no current  business  operation.  There can be no  assurance  that  trading
prices and price  earnings  ratios  previously  experienced by our common shares
will be matched or  maintained.  These  broad  market and  industry  factors may
adversely  affect  the  market  price of our common  shares,  regardless  of our
operating performance.

In the past,  following periods of volatility in the market price of a company's
securities,  securities class-action litigation has often been instituted.  Such
litigation,  if  instituted,  could  result  in  substantial  costs for us and a
diversion of management's attention and resources.

OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S  ABILITY TO BUY AND SELL
OUR STOCK.

Our stock is a penny stock.  The Securities and Exchange  Commission has adopted
Rule 15g-9 which generally  defines "penny stock" to be any equity security that
has a market price (as defined)  less than $5.00 per share or an exercise  price
of less than $5.00 per share, subject to certain exceptions.  Our securities are
covered  by the penny  stock  rules,  which  impose  additional  sales  practice
requirements  on  broker-dealers  who sell to  persons  other  than  established
customers and "accredited  investors".  The term  "accredited  investor"  refers
generally to  institutions  with assets in excess of $5,000,000  or  individuals
with a net worth in excess of $1,000,000 or annual income exceeding  $200,000 or
$300,000   jointly  with  their   spouse.   The  penny  stock  rules  require  a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which  provides  information  about  penny  stocks and the nature and
level of risks in the penny stock market.  The  broker-dealer  also must provide
the customer  with  current bid and offer  quotations  for the penny stock,  the
compensation  of the  broker-dealer  and its  salesperson in the transaction and
monthly account  statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations,  and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the  transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise  exempt
from these rules, the  broker-dealer  must make a special written  determination
that the penny stock is a suitable  investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe that the penny stock rules discourage  investor interest
in and limit the marketability of our common stock.

THE  FINANCIAL  INDUSTRY  REGULATORY  AUTHORITY,  OR FINRA,  HAS  ADOPTED  SALES
PRACTICE  REQUIREMENTS  WHICH MAY ALSO LIMIT A STOCKHOLDER'S  ABILITY TO BUY AND
SELL OUR STOCK.

In addition to the "penny stock" rules described above,  FINRA has adopted rules
that require that in recommending  an investment to a customer,  a broker-dealer
must have  reasonable  grounds for believing that the investment is suitable for
that customer.  Prior to recommending speculative low priced securities to their
non-institutional  customers,  broker-dealers  must make  reasonable  efforts to
obtain information about the customer's financial status, tax status, investment

                                       5
<PAGE>
objectives and other  information.  Under  interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some  customers.  FINRA  requirements  make it
more  difficult for  broker-dealers  to recommend  that their  customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We do not own any real property.  Our principal  business offices are located at
61  Cimarron  Meadows  Cres.,  Okotoks,  Alberta,  Canada.  We  currently  lease
approximately  600 square feet at an annual cost of $7,200.  We believe that our
current lease  arrangements  provide  adequate space for our foreseeable  future
needs.

ITEM 3. LEGAL PROCEEDINGS

Other than as set out below,  our  company is not a party to any  pending  legal
proceeding and no legal  proceeding is contemplated or threatened as of the date
of this annual report.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of our security holders either through
solicitation  of proxies or otherwise  in the fourth  quarter of the fiscal year
ended June 30, 2009.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the OTC Bulletin Board under the Symbol "WNCH". We
received  approval  on April 25, 2008 for trading  under the symbol  "SRXP".  On
September 14, 2009 our symbol was changed to "WNCH" in connection  with our name
change.

The following  table  reflects the high and low bid  information  for our common
stock obtained from Stockwatch and reflects inter-dealer prices,  without retail
mark-up,  markdown  or  commission,  and may not  necessarily  represent  actual
transactions.

The high and low bid prices of our common stock for the periods  indicated below
are as follows:

        National Association of Securities Dealers OTC Bulletin Board (1)

        Quarter Ended                       High                   Low
        -------------                       ----                  -----
        June 30, 2009                       N/A (3)               N/A (3)
        March 31, 2009                      N/A (3)               N/A (3)
        December 31, 2008                   N/A (3)               N/A (3)
        September 30, 2008                  N/A (3)               N/A (3)
        June 30, 2008                       N/A (3)               N/A (3)
        March 31, 2008                      N/A (2)               N/A (2)
        December 31, 2007                   N/A (2)               N/A (2)
        September 30, 2007                  N/A (2)               N/A (2)
        June 30, 2007                       N/A (2)               N/A (2)

                                       6
<PAGE>
----------
(1)  Over-the-counter  market  quotations  reflect  inter-dealer  prices without
     retail  mark-up,  mark-down or  commission,  and may not  represent  actual
     transactions.
(2)  Our company's  shares of common stock did not commence trading on the OTCBB
     until April 25, 2008.
(3)  There have been no trades in our common shares.

Our common shares are issued in registered form.  Island Stock Transfer Inc. 100
Second Avenue  South,  Suite 104N,  St.  Petersburg,  Florida 33701  (Telephone:
727.289.0100;  Facsimile:  727.289.0069) is the registrar and transfer agent for
our common shares.

On September 25, 2009, the list of  stockholders  for our shares of common stock
showed  67  registered   stockholders  and  8,055,000  shares  of  common  stock
outstanding.

DIVIDENDS

We have not paid any cash  dividends  on our  common  stock and have no  present
intention of paying any dividends on the shares of our common stock. Our current
policy is to  retain  earnings,  if any,  for use in our  operations  and in the
development of our business.  Our future dividend policy will be determined from
time to time by our board of directors.

EQUITY COMPENSATION PLAN INFORMATION

We  currently  do not have any  stock  option or  equity  compensation  plans or
arrangements.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during
the year ended June 30, 2009.

RECENT SALES OF UNREGISTERED SECURITIES

Other than as set out below,  we did not sell any equity  securities  which were
not registered under the Securities Act during the year ended June 30, 2009 that
were not  otherwise  disclosed  on our  quarterly  reports  on Form  10-Q or our
current reports on Form 8-K filed during the year ended June 30, 2009.

ITEM 6. SELECTED FINANCIAL DATA

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial statements and the related notes for the years ended June 30, 2009 and
June 30,  2008 that  appear  elsewhere  in this  annual  report.  The  following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs.  Our actual results could differ materially from those discussed in
the forward looking  statements.  Factors that could cause or contribute to such
differences  include, but are not limited to those discussed below and elsewhere
in this  registration  statement,  particularly  in the section  entitled  "Risk
Factors" beginning on page 6 of this annual report.

Our audited  financial  statements  are stated in United States  Dollars and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.

EMPLOYEES

Our directors and officers act as employees of our company

                                       7
<PAGE>
PURCHASE OF SIGNIFICANT EQUIPMENT

We do not anticipate the purchase or sale of any plant or significant  equipment
during the next 12 months.

PERSONNEL PLAN

We do not anticipate any significant  changes in the number of employees  during
the next 12 months.

RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

The following summary of our results of operations should be read in conjunction
with our  audited  financial  statements  for the years  ended June 30, 2009 and
2008.

Our operating  results for the years ended June 30, 2009 and 2008 are summarized
as follows:

                                                           Year Ended
                                                            June 30,
                                                     2009              2008
                                                   --------          --------
     Revenue                                       $    Nil          $    Nil
     General and Administrative Expenses           $ 20,415          $ 28,914
     Net Loss                                      $(20,415)         $(28,914)

REVENUES

We have not earned any revenues  since our  inception  and we do not  anticipate
earning revenues in the near future.

GENERAL AND ADMINISTRATIVE EXPENSES

Our general  and  administrative  expenses  for the year ended June 30, 2009 and
June 30, 2008 are outlined in the table below:

                                                           Year Ended
                                                            June 30,
                                                     2009              2008
                                                   --------          --------
Bank charges and interest                          $    202          $    135
Filing and transfer agent fees                     $  2,327          $ 16,761
Professional fees                                  $ 17,666          $ 11,714
Mineral properties                                 $    Nil          $    Nil
Office expenses                                    $    220          $    304

The decrease in general and administrative  expenses for the year ended June 30,
2009,  compared to the same period in fiscal 2008,  was mainly due to a decrease
in filing and transfer agent fees.

LIQUIDITY AND FINANCIAL CONDITION

As of June 30,  2009,  our  total  assets  were  $1,062  and our  total  current
liabilities  were $47,000 and we had a working capital  deficit of $45,938.  Our
financial  statements  report a net loss of $20,415  for the year ended June 30,
2009,  and a net loss of $72,938  for the period  from  August 18, 2003 (date of
inception) to June 30, 2009.

We have suffered  recurring  losses from  operations.  The  continuation  of our
company is  dependent  upon our company  attaining  and  maintaining  profitable
operations  and  raising  additional  capital as needed.  In this regard we have
raised additional capital through equity offerings and loan transactions.

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CASH FLOWS
                                                      At                At
                                                   June 30,          June 30,
                                                     2009              2008
                                                   --------          --------
     Net Cash (Used in) Operating Activities       $(21,554)         $(27,775)
     Net Cash Used In Investing Activities         $    Nil          $    Nil
     Net Cash Provided by Financing Activities     $ 12,000          $ 30,000
     INCREASE (DECREASE) IN CASH                   $ (9,554)         $  2,225

We had cash in the amount of $1,062 as of June 30,  2009 as  compared to $10,616
as of June 30, 2008. We had a working  capital deficit of $45,938 as of June 30,
2009 compared to working capital deficit of $25,523 as of June 30, 2008.

Our principal sources of funds have been from sales of our common stock.

CONTRACTUAL OBLIGATIONS

As a  "smaller  reporting  company",  we are not  required  to  provide  tabular
disclosure obligations.

GOING CONCERN

The audited  financial  statements  included  with this annual  report have been
prepared on the going  concern  basis which  assumes  that  adequate  sources of
financing  will be obtained as required and that our assets will be realized and
liabilities settled in the ordinary course of business. Accordingly, the audited
financial   statements   do  not   include  any   adjustments   related  to  the
recoverability of assets and classification of assets and liabilities that might
be necessary should we be unable to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet  arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition,  revenues or  expenses,  results of  operations,  liquidity,  capital
expenditures or capital resources that is material to stockholders.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our  audited  financial  statements  and  accompanying  notes  are  prepared  in
accordance  with generally  accepted  accounting  principles  used in the United
States. Preparing financial statements requires management to make estimates and
assumptions  that affect the reported amounts of assets,  liabilities,  revenue,
and expenses.  These  estimates  and  assumptions  are affected by  management's
application of accounting policies.  We believe that understanding the basis and
nature of the estimates and assumptions  involved with the following  aspects of
our  consolidated  financial  statements is critical to an  understanding of our
financials.

EXPLORATION STAGE COMPANY

The Company complies with the Financial Accounting Standards Board Statement No.
7, its characterization of the Company as an exploration stage enterprise.

MINERAL INTERESTS

Mineral property acquisition,  exploration and development costs are expensed as
incurred  until  such time as  economic  reserves  are  quantified.  To date the
Company  has not  established  any proven or  probable  reserves  on its mineral
properties.  The Company has adopted the provisions of SFAS No. 143  "Accounting
for Asset Retirement  Obligations"  which establishes  standards for the initial
measurement and subsequent accounting for obligations  associated with the sale,
abandonment,  or other disposal of long-lived  tangible  assets arising from the
acquisition,  construction  or  development  and for normal  operations  of such
assets.  As at June 30, 2009, any potential  costs relating to the retirement of
the Company's mineral property interest has not yet been determined

                                       9
<PAGE>
USE OF ESTIMATES AND ASSUMPTIONS

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 during the period.  Actual results
could differ from those estimates.

The  carrying  value  of cash  and  accounts  payable  and  accrued  liabilities
approximates   their  fair  value  because  of  the  short   maturity  of  these
instruments.  Unless otherwise noted, it is management's  opinion the Company is
not exposed to significant interest, currency or credit risks arising from these
financial instruments.

ENVIRONMENTAL COSTS

Environmental  expenditures  that relate to current  operations  are expensed or
capitalized as appropriate.  Expenditures  that relate to an existing  condition
caused by past  operations,  and which do not  contribute  to  current or future
revenue  generation,  are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or the Company's commitments to plan of action
based on the then known facts.

INCOME TAXES

The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred  income tax assets and liabilities are recognized for the
estimated tax  consequences  attributable  to differences  between the financial
statement  carrying  values and their  respective  income  tax basis  (temporary
differences).  The effect on  deferred  income tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

At June 30,  2009,  a full  deferred  tax  asset  valuation  allowance  has been
provided and no deferred tax asset has been recorded.

BASIC AND DILUTED LOSS PER SHARE

The Company  computes loss per share in accordance with SFAS No. 128,  "Earnings
per Share" which requires  presentation  of both basic and diluted  earnings per
share  on the face of the  statement  of  operations.  Basic  loss per  share is
computed by dividing net loss available to common  shareholders  by the weighted
average number of outstanding common shares during the period.  Diluted loss per
share gives effect to all dilutive  potential common shares  outstanding  during
the period.  Dilutive  loss per share  excludes all  potential  common shares if
their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.

STOCK-BASED COMPENSATION

In December 2004, the FASB issued SFAS No. 123R,  "Share-Based  Payment",  which
replaced SFAS No. 123, "Accounting for Stock-Based  Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005,
the Securities and Exchange  Commission ("SEC") issued Staff Accounting Bulletin
("SAB")  No.   107,   "Share-Based   Payment",   which   provides   supplemental
implementation   guidance  for  SFAS  No.  123R.  SFAS  No.  123R  requires  all
share-based  payments to employees,  including grants of employee stock options,
to be recognized in the financial  statements based on the grant date fair value
of the award.  SFAS No. 123R was to be effective for interim or annual reporting
periods  beginning on or after June 15, 2005, but in April 2005 the SEC issued a
rule that  will  permit  most  registrants  to  implement  SFAS No.  123R at the
beginning of their next fiscal  year,  instead of the next  reporting  period as
required by SFAS No. 123R. The pro-forma disclosures  previously permitted under
SFAS  No.  123  no  longer  will  be  an  alternative  to  financial   statement
recognition.  Under SFAS No. 123R,  the Company must  determine the  appropriate
fair value model to be used for valuing share-based  payments,  the amortization
method for  compensation  cost and the  transition  method to be used at date of
adoption.

                                       10
<PAGE>
The transition  methods include  prospective and retroactive  adoption  options.
Under the  retroactive  options,  prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented.  The prospective
method  requires that  compensation  expense be recorded for all unvested  stock
options and  restricted  stock at the beginning of the first quarter of adoption
of SFAS No.  123R,  while the  retroactive  methods  would  record  compensation
expense for all unvested stock options and restricted  stock  beginning with the
first period restated.  The Company adopted the modified prospective approach of
SFAS No. 123R for the quarter  beginning  December 1, 2005.  The Company did not
record any compensation expense for the period ended June 30, 2009 because there
were no stock options outstanding prior to the adoption or at June 30, 2009.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an  amendment  of FASB  Statements  No. 133 and 140",  to
simplify  and  make  more  consistent  the  accounting  for  certain   financial
instruments.  SFAS No. 155  amends  SFAS No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid  financial  instrument  with an embedded  derivative that otherwise would
require  bifurcation,  provided that the whole  instrument is accounted for on a
fair  value  basis.  SFAS No.  155  amends  SFAS No.  140,  "Accounting  for the
Impairment   or  Disposal  of   Long-Lived   Assets",   to  allow  a  qualifying
special-purpose  entity to hold a derivative  financial instrument that pertains
to a beneficial  interest other than another  derivative  financial  instrument.
SFAS No. 155 applies to all financial  instruments  acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with  earlier  application  allowed.  This  standard  is not  expected to have a
significant  effect on the  Company's  future  reported  financial  position  or
results of operations.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets,  an  amendment  of FASB  Statement  No. 140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent  measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization  and impairment  requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and  servicing  liabilities  at fair value  eliminates  the necessity for
entities  that  manage the risks  inherent  in  servicing  assets and  servicing
liabilities  with  derivatives  to qualify for hedge  accounting  treatment  and
eliminates  the  characterization  of declines in fair value as  impairments  or
direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal year
beginning  after  September  15, 2006.  This  adoption of this  statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited  financial  statements are stated in United States dollars (US$) and
are prepared in accordance  with United  States  Generally  Accepted  Accounting
Principles.

                                       11
<PAGE>
                            RONALD R. CHADWICK, P.C.
                           Certified Public Accountant
                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                             Telephone (303)306-1967
                                Fax (303)306-1944


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Winchester International Resorts Inc.
(formerly Sterling Exploration, Inc.)
Vancouver, British Columbia

I have  audited the  accompanying  balance  sheets of  Winchester  International
Resorts Inc. (formerly Sterling Exploration,  Inc.) as of June 30, 2009 and 2008
and the related  statements of operations,  stockholders'  equity and cash flows
for the years then ended,  and for the period  from August 18, 2003  (inception)
through June 30, 2009. These financial  statements are the responsibility of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Winchester  International  Resorts
Inc. (formerly Sterling Exploration,  Inc.) as of June 30, 2009 and 2008 and the
results of its operations  and its cash flows for the years then ended,  and for
the period from August 18, 2003 (inception)  through June 30, 2009 in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements the Company has suffered  recurring losses from operations
that raise  substantial  doubt about its ability to continue as a going concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Aurora, Colorado                                    /s/ Ronald R. Chadwick, P.C.
August 20, 2009                                         RONALD R. CHADWICK, P.C.

                                       12
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(FORMERLY, STERLING EXPLORATION INC.)
Balance Sheets
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              June 30,           June 30,
                                                                                2009               2008
                                                                              --------           --------
<S>                                                                           <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                        $  1,062           $ 10,616
                                                                              --------           --------

TOTAL ASSTS                                                                   $  1,062           $ 10,616
                                                                              ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                                    $     --           $  1,139
  Loans from related party                                                      47,000             35,000
                                                                              --------           --------

TOTAL CURRENT LIABILITIES                                                       47,000             36,139
                                                                              --------           --------
STOCKHOLDERS' EQUITY
  Capital stock
    Authorized 75,000,000 ordinary voting shares at $0.001 per share
    Issued and outstanding:
      8,055,000 common shares at par  value                                      8,055              8,055
    Additional paid in capital                                                  18,945             18,945
                                                                              --------           --------
                                                                                27,000             27,000
Deficit accumulated during the exploration stage                               (72,938)           (52,523)
                                                                              --------           --------

TOTAL STOCKHOLDERS' EQUITY                                                     (45,938)           (25,523)
                                                                              --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $  1,062           $ 10,616
                                                                              ========           ========
</TABLE>


Approved on behalf of the board

_______________________________, Director

_______________________________, Director

                                       13
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(FORMERLY, STERLING EXPLORATION INC.)
Statements of Income
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                           Accumulated From
                                                                                          Inception Date of
                                                   Year Ended           Year Ended        August 18, 2003 to
                                                    June 30,             June 30,             June 30,
                                                      2009                 2008                 2009
                                                   ----------           ----------           ----------
<S>                                                <C>                  <C>                  <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Bank charges and interest                        $      202           $      135           $      728
  Filing and transfer agent fees                        2,327               16,761               19.088
  Professional fees                                    17,666               11,714               37,556
  Mineral properties                                       --                   --               14,500
  Office expenses                                         220                  304                1,066
                                                   ----------           ----------           ----------

Total general and administrative expenses              20,415               28,914               72,938
                                                   ----------           ----------           ----------

Net loss                                           $  (20,415)          $  (28,914)          $  (72,938)
                                                   ==========           ==========           ==========

EARNINGS PER SHARE - BASIC AND DILUTED             $    (0.00)          $    (0.00)
                                                   ==========           ==========

WEIGHTED AVERAGE OUTSTANDING SHARES                 8,055,000            8,055,000
                                                   ==========           ==========
</TABLE>


                                       14
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(FORMERLY, STERLING EXPLORATION INC.)
Statement of Stockholders' Equity
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated      Total
                               Price      Number of                  Additional      Total     During the       Stock-
                                Per        Common            Par      Paid-in       Capital    Exploration      holders'
                               Share       Shares           Value     Capital        Stock        Stage         Equity
                               -----       ------           -----     -------        -----        -----         ------
<S>                            <C>        <C>           <C>          <C>          <C>          <C>            <C>
Balance, August 18, 2003                         --     $     --     $     --      $     --     $      --      $     --
September 5, 2003
  Subscribed for cash          $0.001     2,000,000        2,000           --         2,000            --         2,000
October 30, 2003
  Subscribed for cash          $0.001     1,500,000        1,500           --         1,500                       1,500
Comprehensive loss for the
 period ended June 30, 2004                                                                           (80)          (80)
                                        -----------     --------     --------      --------     ---------      --------
Balance, June 30, 2004                    3,500,000        3,500           --         3,500           (80)        3,420
October 4, 2004
  Subscribed for cash          $0.001     3,000,000        3,000           --         3,000                       3,000
October 27, 2004
  Subscribed for cash          $0.01      1,050,000        1,050        9,450        10,500                      10,500
December 7, 2004
  Subscribed for cash          $0.01        450,000          450        4,050         4,500                       4,500
January 10, 2005
  Subscribed for cash          $0.1          15,000           15        1,485         1,500                       1,500
January 27, 2005
  Subscribed for cash          $0.1          40,000           40        3,960         4,000                       4,000
Net loss                                                                                           (7,547)       (7,547)
                                        -----------     --------     --------      --------     ---------      --------
Balance, June 30, 2005                    8,055,000        8,055       18,945        27,000        (7,627)       19,373
Net loss                                                                                           (7,573)       (7,573)
                                        -----------     --------     --------      --------     ---------      --------
Balance, June 30, 2006                    8,055,000        8,055       18,945        27,000       (15,200)       11,800
                                        -----------     --------     --------      --------     ---------      --------
Net loss                                                                                           (8,409)       (8,409)
                                        -----------     --------     --------      --------     ---------      --------
Balance, June 30, 2007                    8,055,000        8,055       18,945        27,000       (23,609)        3,391
Net loss                                                                                          (28,914)      (28,914)
                                        -----------     --------     --------      --------     ---------      --------
Balance, June 30, 2008                    8,055,000     $  8,055     $ 18,945      $ 27,000     $ (52,523)     $(25,523)
                                        -----------     --------     --------      --------     ---------      --------
Net loss                                                                                          (20,415)      (20,415)
                                        -----------     --------     --------      --------     ---------      --------

Balance, June 30, 2009                    8,055,000     $  8,055     $ 18,945      $ 27,000     $ (72,938)     $(45,938)
                                        ===========     ========     ========      ========     =========      ========
</TABLE>


                                       15
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(FORMERLY, STERLING EXPLORATION INC.)
Statements of Cash Flows
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                              Accumulated From
                                                                                             Inception Date of
                                                          Year Ended         Year Ended      August 18, 2003 to
                                                           June 30,           June 30,           June 30,
                                                             2009               2008               2009
                                                           --------           --------           --------
<S>                                                        <C>                <C>                <C>
CASH DERIVED FROM (USED FOR) OPERATING ACTIVITIES
  Net loss for the period                                  $(20,415)          $(28,914)          $(72,938)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities
  Changes in operating assets and liabilities
    Accounts payable                                         (1,139)             1,139                 --
                                                           --------           --------           --------
      Net cash (used in) operating activities               (21,554)           (27,775)           (72,938)
                                                           --------           --------           --------
FINANCING ACTIVITIES
  Loans from related party                                   12,000             30,000             47,000
  Shares subscribed for cash                                     --                 --             27,000
                                                           --------           --------           --------
      Net cash provided by financing activities              12,000             30,000             74,000
                                                           --------           --------           --------

INVESTING ACTIVITIES                                             --                 --                 --
                                                           --------           --------           --------
      Net cash used for investing activities                     --                 --                 --
                                                           --------           --------           --------

Cash increase during the period                              (9,554)             2,225              1,062
Cash beginning of the period                                 10,616              8,391                 --
                                                           --------           --------           --------

Cash end of the period                                     $  1,062           $ 10,616           $  1,062
                                                           ========           ========           ========
</TABLE>


                                       16
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(FORMERLY, STERLING EXPLORATION INC.)
Notes to Financial Statements
June 30, 2009
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

1. NATURE AND CONTINUANCE OF OPERATIONS

     Sterling  Exploration Inc. ("the Company") was incorporated  under the laws
     of State of Nevada,  U.S. on August 18, 2003, with an authorized capital of
     75,000,000 common shares with a par value of $0.001. The Company's year end
     is the end of June. The Company is in the exploration stage of its resource
     business.  During the  period  ended June 30,  2004 the  Company  commenced
     operations by issuing  shares and acquiring a mineral  property  located in
     the Province of Ontario, Canada. The Company has not yet determined whether
     this property  contains  reserves that are  economically  recoverable.  The
     recoverability  of costs incurred for  acquisition  and  exploration of the
     property will be dependent upon the discovery of  economically  recoverable
     reserves,   confirmation  of  the  Company's  interest  in  the  underlying
     property,  the  ability of the  Company to obtain  necessary  financing  to
     satisfy the expenditure  requirements  under the property  agreement and to
     complete  the  development  of the  property  and  upon  future  profitable
     production or proceeds for the sale thereof.

     These  financial  statements  have been  prepared on a going  concern basis
     which  assumes the Company will be able to realize its assets and discharge
     its  liabilities  in the  normal  course of  business  for the  foreseeable
     future.  The Company has incurred  losses since  inception  resulting in an
     accumulated  deficit of $72,938 as at June 30, 2009 and further  losses are
     anticipated in the development of its business  raising  substantial  doubt
     about the Company's ability to continue as a going concern.  The ability to
     continue  as a going  concern  is  dependent  upon the  Company  generating
     profitable  operations  in  the  future  and/or  to  obtain  the  necessary
     financing to meet its obligations  and repay its  liabilities  arising from
     normal  business  operations  when  they come due.  Management  intends  to
     finance  operating  costs over the next twelve months with existing cash on
     hand and loans from directors and or private placement of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The  financial  statements  of the Company have been prepared in accordance
     with  generally  accepted  accounting  principles  in the United  States of
     America and are presented in US dollars.

     EXPLORATION STAGE COMPANY

     The  Company  complies  with  the  Financial   Accounting  Standards  Board
     Statement  No. 7, its  characterization  of the  Company as an  exploration
     stage enterprise.

     MINERAL INTERESTS

     Mineral  property  acquisition,   exploration  and  development  costs  are
     expensed as incurred until such time as economic  reserves are  quantified.
     To date the Company has not established any proven or probable  reserves on
     its mineral properties.  The Company has adopted the provisions of SFAS No.
     143  "Accounting  for  Asset  Retirement   Obligations"  which  establishes
     standards  for  the  initial  measurement  and  subsequent  accounting  for
     obligations  associated  with the sale,  abandonment,  or other disposal of
     long-lived  tangible assets arising from the  acquisition,  construction or
     development and for normal  operations of such assets. As at June 30, 2009,
     any potential  costs  relating to the  retirement of the Company's  mineral
     property interest has not yet been determined.

                                       17
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(FORMERLY, STERLING EXPLORATION INC.)
Notes to Financial Statements
June 30, 2009
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

     STOCK-BASED COMPENSATION

     In December  2004,  the FASB issued SFAS No. 123R,  "Share-Based  Payment",
     which replaced SFAS No. 123, "Accounting for Stock-Based  Compensation" and
     superseded APB Opinion No. 25,  "Accounting for Stock Issued to Employees".
     In January 2005,  the  Securities  and Exchange  Commission  ("SEC") issued
     Staff Accounting  Bulletin ("SAB") No. 107,  "Share-Based  Payment",  which
     provides supplemental  implementation  guidance for SFAS No. 123R. SFAS No.
     123R requires all share-based  payments to employees,  including  grants of
     employee stock options, to be recognized in the financial  statements based
     on the  grant  date  fair  value  of the  award.  SFAS  No.  123R was to be
     effective  for interim or annual  reporting  periods  beginning on or after
     June 15,  2005,  but in April 2005 the SEC  issued a rule that will  permit
     most  registrants to implement SFAS No. 123R at the beginning of their next
     fiscal year,  instead of the next reporting  period as required by SFAS No.
     123R. The pro-forma disclosures  previously permitted under SFAS No. 123 no
     longer will be an alternative  to financial  statement  recognition.  Under
     SFAS No. 123R, the Company must determine the appropriate  fair value model
     to be used for valuing  share-based  payments,  the amortization method for
     compensation cost and the transition method to be used at date of adoption.

     The  transition  methods  include  prospective  and  retroactive   adoption
     options.  Under the  retroactive  options,  prior  periods  may be restated
     either  as of the  beginning  of the year of  adoption  or for all  periods
     presented.  The prospective  method requires that  compensation  expense be
     recorded  for all  unvested  stock  options  and  restricted  stock  at the
     beginning  of the first  quarter of  adoption of SFAS No.  123R,  while the
     retroactive  methods  would  record  compensation  expense for all unvested
     stock  options  and  restricted  stock  beginning  with  the  first  period
     restated. The Company adopted the modified prospective approach of SFAS No.
     123R for the quarter beginning December 1, 2005. The Company did not record
     any  compensation  expense for the period ended June 30, 2009 because there
     were no stock  options  outstanding  prior to the  adoption  or at June 30,
     2009.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In February  2006,  the FASB issued SFAS No. 155,  "Accounting  for Certain
     Hybrid  Financial  Instruments-an  amendment of FASB Statements No. 133 and
     140",  to simplify  and make more  consistent  the  accounting  for certain
     financial  instruments.  SFAS No. 155 amends SFAS No. 133,  "Accounting for
     Derivative  Instruments  and  Hedging  Activities",  to permit  fair  value
     re-measurement  for  any  hybrid  financial  instrument  with  an  embedded
     derivative  that  otherwise  would require  bifurcation,  provided that the
     whole  instrument  is  accounted  for on a fair value  basis.  SFAS No. 155
     amends  SFAS  No.  140,  "Accounting  for the  Impairment  or  Disposal  of
     Long-Lived Assets", to allow a qualifying  special-purpose entity to hold a
     derivative  financial  instrument  that  pertains to a beneficial  interest
     other than another derivative financial instrument. SFAS No. 155 applies to
     all  financial  instruments  acquired or issued  after the  beginning of an
     entity's  first fiscal year that begins  after  September  15,  2006,  with
     earlier  application  allowed.  This  standard  is not  expected  to have a
     significant  effect on the Company's future reported  financial position or
     results of operations.

     In March 2006, the FASB issued SFAS No. 156,  "Accounting  for Servicing of
     Financial  Assets,  an amendment of FASB Statement No. 140,  Accounting for
     Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
     Liabilities".  This statement requires all separately  recognized servicing
     assets and servicing  liabilities be initially  measured at fair value,  if
     practicable, and permits for subsequent measurement using either fair value
     measurement  with  changes  in fair  value  reflected  in  earnings  or the
     amortization  and  impairment   requirements  of  Statement  No.  140.  The

                                       18
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(FORMERLY, STERLING EXPLORATION INC.)
Notes to Financial Statements
June 30, 2009
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

     subsequent  measurement  of  separately  recognized  servicing  assets  and
     servicing  liabilities at fair value  eliminates the necessity for entities
     that  manage  the  risks   inherent  in  servicing   assets  and  servicing
     liabilities with derivatives to qualify for hedge accounting  treatment and
     eliminates the characterization of declines in fair value as impairments or
     direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal
     year beginning after September 15, 2006. This adoption of this statement is
     not expected to have a significant  effect on the Company's future reported
     financial position or results of operations.

3. MINERAL INTERESTS

     On January 20, 2005, the Company entered into a mineral  property  purchase
     agreement to acquire a 100%  interest in one mineral  claim  located in one
     mineral claim located in the Scadding  Township,  Sudbury Mining  Division,
     Ontario for total consideration of $7,000.

     During  the year  ended  June 30,  2006,  exploration  cost of  $7,500  was
     incurred for the mineral property.

4. COMMON STOCK

     The  total  number of common  shares  authorized  that may be issued by the
     Company  is  75,000,000  shares  with a par  value of one tenth of one cent
     ($0.001) per share and no other class of shares is authorized.

     During the period ended June 30, 2005, the Company issued  8,055,000 shares
     of common stock for total cash proceeds of $27,000.  At June 30, 2009 there
     were no outstanding stock options or warrants.
5. INCOME TAXES

     As of June 30, 2009,  the Company had net operating  loss carry forwards of
     approximately $72,938 that may be available to reduce future years' taxable
     income  through  2027.  Future tax benefits  which may arise as a result of
     these losses have not been  recognized in these  financial  statements,  as
     their  realization is determined not likely to occur and  accordingly,  the
     Company  has  recorded a valuation  allowance  for the  deferred  tax asset
     relating to these tax loss carry-forwards.

                                       19
<PAGE>
ITEM  9. CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

We have not changed our auditors since our last year end and we have not had any
disagreements with our auditors.

ITEM 9A(T). CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be disclosed in our reports filed under the  SECURITIES
EXCHANGE  ACT OF 1934 , as  amended,  is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms,  and that such  information  is  accumulated  and
communicated  to our  management,  including our president (who is acting as our
principal  executive  officer) and our chief financial officer (who is acting as
our principal  financial officer and principle  accounting officer) to allow for
timely decisions regarding required disclosure

As of June 30,  2009,  the end of our fiscal  year  covered by this  report,  we
carried out an evaluation,  under the supervision and with the  participation of
our president  (also our principal  executive  officer) and our chief  financial
officer  (also  our  principal  financial  and  accounting   officer),   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on the foregoing, our president (also our principal executive
officer) and our chief  financial  officer  (also our  principal  financial  and
accounting  officer) concluded that our disclosure  controls and procedures were
effective as of the end of the period covered by this annual report.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over  financial  reporting.  Responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
control  procedures.  The  objectives  of  internal  control  include  providing
management  with  reasonable,  but  not  absolute,  assurance  that  assets  are
safeguarded  against  loss  from  unauthorized  use  or  disposition,  and  that
transactions  are executed in accordance  with  management's  authorization  and
recorded properly to permit the preparation of consolidated financial statements
in  conformity  with  accounting  principles  generally  accepted  in the United
States.  Our management  assessed the effectiveness of our internal control over
financial  reporting  as of June  30,  2009.  In  making  this  assessment,  our
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED
FRAMEWORK.  Our management has concluded that, as of June 30, 2009, our internal
control over financial reporting is effective in providing  reasonable assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial  statements  for  external  purposes in  accordance  with US generally
accepted  accounting  principles.  Our management  reviewed the results of their
assessment with our Board of Directors.

This  annual  report  does not include an  attestation  report of our  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by our Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit our Company to provide  only  management's
report in this annual report.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Internal control over financial reporting has inherent limitations which include
but is not  limited  to the use of  independent  professionals  for  advice  and
guidance,  interpretation  of existing  and/or  changing  rules and  principles,
segregation of management duties, scale of organization,  and personnel factors.
Internal  control over  financial  reporting is a process which  involves  human
diligence  and  compliance  and is subject to lapses in judgment and  breakdowns
resulting from human failures.  Internal  control over financial  reporting also

                                       20
<PAGE>
can be circumvented by collusion or improper management override. Because of its
inherent limitations,  internal control over financial reporting may not prevent
or detect  misstatements on a timely basis,  however these inherent  limitations
are known  features  of the  financial  reporting  process and it is possible to
design into the process safeguards to reduce,  though not eliminate,  this risk.
Therefore,  even those  systems  determined  to be  effective  can provide  only
reasonable  assurance  with  respect  to  financial  statement  preparation  and
presentation.  Projections of any evaluation of  effectiveness to future periods
are subject to the risk that controls may become  inadequate  because of changes
in conditions,  or that the degree of compliance with the policies or procedures
may deteriorate.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal  controls  over  financial  reporting
that  occurred  during the year ended June 30, 2009 that have  materially or are
reasonably  likely to materially  affect,  our internal  controls over financial
reporting.

ITEM 9B. OTHER INFORMATION

None

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All of the directors of our company hold office until the next annual meeting of
the stockholders or until their successors have been elected and qualified.  Our
officers are  appointed  by our board of  directors  and hold office until their
death, resignation or removal from office. Our directors and executive officers,
their ages, positions held, and duration as such, are as follows:

                                                                     Date First
                                                                       Elected
Name                  Position Held with the Company        Age     or Appointed
----                  ------------------------------        ---     ------------

Veryl Norquay      President, Chief Executive Officer       70     June 30, 2009
                   and Director

Andrew Buchholz    Chief Financial Officer and Director     37     June 30, 2009

BUSINESS EXPERIENCE

The following is a brief  account of the  education  and business  experience of
each  director  and  executive  officer  during at least  the past  five  years,
indicating each person's  principal  occupation during the period,  and the name
and principal business of the organization by which he was employed.

VERYL NORQUAY

Veryl Norquay has been in investment  related  businesses  for over 25 years and
previously owned and operated a broker dealer in Las Vegas,  Nevada.  Currently,
Mr.  Norquay  is the  general  manager  of a  private  investor  relations  firm
specializing  in the  formation  and  structure of  companies  wishing to attain
public status on recognized North American stock exchanges.

ANDREW BUCHHOLZ

Andrew  Buchholz  has  been a  finance  professional  for  over  20  years  with
experience within the manufacturing  industry of various global industry leading
corporations.  From 2000 to 2002 Mr.  Buchholz was the  assistant  controller of
Aker Solutions,  an international oil and gas manufacturing company. In 2002 Mr.
Buchholz joined Nortel Networks as a senior cost analyst (segment controller) in

                                       21
<PAGE>
Nortel's   enterprise   business  segment.  In  2006,  Nortel  was  acquired  by
Flextronics where Mr. Buchholz is currently acting as assistant controller.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our directors,  executive officers and control persons have not been involved in
any of the following events during the past five years:

     1.   any bankruptcy petition filed by or against any business of which such
          person was a general  partner or executive  officer either at the time
          of the bankruptcy or within two years prior to that time;

     2.   any conviction in a criminal  proceeding or being subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offences);

     3.   being  subject to any order,  judgment,  or decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities; or

     4.   being found by a court of competent  jurisdiction (in a civil action),
          the  Commission or the Commodity  Futures  Trading  Commission to have
          violated a federal or state  securities  or  commodities  law, and the
          judgment has not been reversed, suspended, or vacated.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires our  executive
officers and  directors and persons who own more than 10% of our common stock to
file  with  the  Securities  and  Exchange   Commission  initial  statements  of
beneficial  ownership,  reports  of  changes in  ownership  and  annual  reports
concerning their ownership of our common stock and other equity  securities,  on
Forms 3, 4 and 5 respectively.  Executive  officers,  directors and greater than
10%  shareholders  are required by the SEC regulations to furnish us with copies
of all Section 16(a) reports that they file.

Based  solely on our  review  of the  copies of such  forms  received  by us, or
written  representations  from certain reporting persons, we believe that during
fiscal  year ended June 30,  2009,  all filing  requirements  applicable  to our
officers, directors and greater than 10% percent beneficial owners were complied
with.
                                      Number of Transactions     Failure to File
                    Number of Late       Not Reported on            Required
    Name               Reports           a Timely Basis               Forms
    ----               -------           --------------               -----

Veryl Norquay           1 (1)                 1 (1)                    1 (1)

Andrew Buchholz         1 (1)                 1 (1)                    1 (1)

----------
(1)  The  executive  officer,  director  or holder of 10% or more of our  common
     stock failed to file a Form 3 -Initial Statement of Beneficial Ownership of
     Securities.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our  board of  directors  has  determined  that it does not have a member of its
audit  committee  that  qualifies as an "audit  committee  financial  expert" as

                                       22
<PAGE>
defined in Item  407(d)(5)(ii)  of Regulation S-K, and is  "independent"  as the
term is used in Item  7(d)(3)(iv) of Schedule 14A under the Securities  Exchange
Act of 1934, as amended.

We believe that the members of our board of directors are  collectively  capable
of analyzing and evaluating our financial statements and understanding  internal
controls and  procedures for financial  reporting.  We believe that retaining an
independent  director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our  circumstances
given  the  early  stages  of our  development  and the  fact  that we have  not
generated any material  revenues to date. In addition,  we currently do not have
nominating,  compensation or audit committees or committees  performing  similar
functions nor do we have a written  nominating,  compensation or audit committee
charter.  Our board of  directors  does not believe that it is necessary to have
such  committees  because it believes the  functions of such  committees  can be
adequately performed by our board of directors.

CODE OF ETHICS

Effective September 28, 2009, our company's board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons,  our company's
President and Chief Executive  Officer (being our Principal  Executive  Officer)
and our company's  Chief  Financial  Officer (being our Principal  Financial and
Accounting  Officer  and  Controller),  as well as  persons  performing  similar
functions.  As  adopted,  our Code of  Business  Conduct  and Ethics  sets forth
written standards that are designed to deter wrongdoing and to promote:

     1.   honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;

     2.   full, fair, accurate, timely, and understandable disclosure in reports
          and  documents  that we file with,  or submit to, the  Securities  and
          Exchange Commission and in other public communications made by us;

     3.   compliance with applicable governmental laws, rules and regulations;

     4.   the prompt  internal  reporting of  violations of the Code of Business
          Conduct and Ethics to an appropriate  person or persons  identified in
          the Code of Business Conduct and Ethics; and

     5.   accountability  for  adherence  to the Code of  Business  Conduct  and
          Ethics.

Our Code of Business Conduct and Ethics requires,  among other things,  that all
of our Senior Officers commit to timely,  accurate and consistent  disclosure of
information; that they maintain confidential information; and that they act with
honesty and integrity.

In  addition,  our Code of  Business  Conduct  and  Ethics  emphasizes  that all
employees,   and  particularly  Senior  Officers,   have  a  responsibility  for
maintaining  financial  integrity within our company,  consistent with generally
accepted  accounting  principles,  and federal and state  securities  laws.  Any
Senior  Officer  who  becomes  aware of any  incidents  involving  financial  or
accounting  manipulation  or other  irregularities,  whether by  witnessing  the
incident  or being told of it,  must  report it to our  company.  Any failure to
report such  inappropriate or irregular  conduct of others is to be treated as a
severe  disciplinary  matter.  It is against our policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
Code of Business Conduct and Ethics by another.

Our Code of  Business  Conduct  and  Ethics  as filed  with the  Securities  and
Exchange  Commission is attached as Exhibit 14.1 to this annual report.  We will
provide a copy of the Code of Business  Conduct and Ethics to any person without
charge, upon request.  Requests can be sent to: Winchester International Resorts
Inc., 61 Cimarron Meadows Cres., Okotoks, Alberta, T1S 1T1 Canada

                                       23
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

     *    our principal executive officer;
     *    each of our two most highly  compensated  executive  officers who were
          serving as  executive  officers at the end of the years ended June 30,
          2009 and 2008; and
     *    up to two additional  individuals for whom disclosure  would have been
          provided  under  (b) but for the  fact  that  the  individual  was not
          serving as our  executive  officer at the end of the years  ended June
          30, 2009 and 2008,

who we  will  collectively  refer  to as the  named  executive  officers  of our
company, are set out in the following summary compensation table, except that no
disclosure is provided for any named executive officer, other than our principal
executive  officers,  whose total  compensation  did not exceed $100,000 for the
respective fiscal year:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                      Change in
                                                                                       Pension
                                                                                      Value and
                                                                      Non-Equity     Nonqualified
                                                                       Incentive       Deferred
       Name                                      Stock     Option        Plan        Compensation      All Other
   and Principal              Salary     Bonus   Awards    Awards    Compensation      Earnings      Compensation    Total
     Position        Year       ($)       ($)      ($)      ($)          ($)             ($)             ($)          ($)
     --------        ----     ------     -----   ------    ------    ------------      --------      ------------    -----
<S>                 <C>         <C>       <C>      <C>      <C>      <C>              <C>            <C>           <C>
Veryl Norquay        2009       N/A       N/A      N/A       N/A         N/A              N/A            N/A          N/A
President, Chief     2008       N/A       N/A      N/A       N/A         N/A              N/A            N/A          N/A
Executive Officer
and Director(1)

Andrew Buchholz      2009       N/A       N/A      N/A       N/A         N/A              N/A            N/A          N/A
Chief Financial      2008       N/A       N/A      N/A       N/A         N/A              N/A            N/A          N/A
Officer and
Director(2)

Simone Maria         2009       Nil       Nil      Nil       Nil         Nil              Nil            Nil          Nil
Anderson             2008       N/A       N/A      N/A       N/A         N/A              N/A            N/A          N/A
Former President,
Treasurer and
Secretary(3)

Ben Anderson         2009       Nil       Nil      Nil       Nil         Nil              Nil            Nil          Nil
Former President     2008       N/A       N/A      N/A       N/A         N/A              N/A            N/A          N/A
Treasurer and
Secretary(4)

Marc Gagnon          2009       Nil       Nil      Nil       Nil         Nil              Nil            Nil          Nil
Former President,    2008       N/A       N/A      N/A       N/A         N/A              N/A            N/A          N/A
Chief Executive
Officer and
Secretary(5)

Lynn Wigen           2009       Nil       Nil      Nil       Nil         Nil              Nil            Nil          Nil
Former President,    2008       Nil       Nil      Nil       Nil         Nil              Nil            Nil          Nil
Chief Executive
Officer and
Secretary(6)
</TABLE>

----------
(1)  Effective  June 30, 2009, Mr. Veryl Norquay was appointed as our President,
     Chief Executive Officer and a director.

                                       24
<PAGE>
(2)  Effective  June 30, 2009,  Mr.  Andrew  Buchholz was appointed as our Chief
     Financial Officer and a director.
(3)  Ms.  Anderson was  appointed as our  President,  Secretary,  Treasurer  and
     director on May 5, 2009.  Effective June 30, 2009, Ms. Anderson resigned as
     President, Secretary, Treasurer and director of our company.
(4)  Mr.  Anderson was  appointed as our  President,  Secretary,  Treasurer  and
     director on December 31, 2008. Effective May 5, 2009, Mr. Anderson resigned
     as President, Secretary, Treasurer and director of our company.
(5)  Mr.  Gagnon  was  appointed  as our  President,  Secretary,  Treasurer  and
     director on September  11, 2008.  Effective  December 31, 2008,  Mr. Gagnon
     resigned as President, Secretary, Treasurer and director of our company.
(6)  Ms. Wigen was appointed as our President, Secretary, Treasurer and director
     on August 21, 2003.  Effective  September 11, 2008,  Ms. Wigen  resigned as
     President, Secretary, Treasurer and director of our company.

STOCK OPTIONS/SAR GRANTS

During the period from inception  (August 18, 2003) to June 30, 2009, we did not
grant any stock options to our executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

There were no options  exercised  during our fiscal  year ended June 30, 2009 or
June 30, 2008 by any officer or director of our company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

No equity awards were outstanding as of the year ended June 30, 2009.

COMPENSATION OF DIRECTORS

We reimburse our directors for expenses  incurred in connection  with  attending
board meetings.  We have not paid any director's fees or other cash compensation
for services rendered as a director since our inception to June 30, 2009.

We have no formal plan for compensating our directors for their service in their
capacity as  directors,  although  such  directors are expected in the future to
receive  stock  options  to  purchase  common  shares as awarded by our board of
directors or (as to future stock options) a compensation  committee which may be
established.  Directors are entitled to reimbursement  for reasonable travel and
other out-of-pocket  expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any  director  undertaking  any  special  services  on our behalf  other than
services ordinarily required of a director.  No director received and/or accrued
any  compensation  for  their  services  as  a  director,   including  committee
participation and/or special assignments.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE IN  CONTROL
ARRANGEMENTS

We have not entered into any employment  agreement or consulting  agreement with
our directors and executive officers.

There are no  arrangements or plans in which we provide  pension,  retirement or
similar  benefits  for  directors  or  executive  officers.  Our  directors  and
executive  officers may receive stock options at the  discretion of our board of
directors  in the future.  We do not have any material  bonus or profit  sharing

                                       25
<PAGE>
plans pursuant to which cash or non-cash  compensation  is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements  with respect to remuneration  received or that
may be received by our  executive  officers to  compensate  such officers in the
event of  termination  of employment  (as a result of  resignation,  retirement,
change  of  control)  or a change  of  responsibilities  following  a change  of
control,  where the value of such  compensation  exceeds  $60,000 per  executive
officer.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following  table sets forth, as of September 25, 2009,  certain  information
with respect to the beneficial ownership of our common stock by each stockholder
known by us to be the  beneficial  owner of more than 5% of our common stock and
by each of our current  directors and executive  officers.  Each person has sole
voting and investment  power with respect to the shares of common stock,  except
as otherwise  indicated.  Beneficial  ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.

  Name and Address                     Amount and Nature of        Percentage of
 of Beneficial Owner                     Beneficial Owner            Class (1)
 -------------------                     ----------------            ---------

Veryl Norquay                              2,225,000 (2)              27.623%
61 Cimarron Meadows Crescent
Okotoks, AB T1S 1T1

Andrew Buchholz                              200,000                   2.483%
2443 Douglasdale Blvd SE
Calgary, Alberta

All Officers and Directors
As a Group                                 2,425,000                  30.106%

David Fowler and Dana Fowler JWROS           500,000                   6.207%
PO Box 229,
615 Highway 78 S
Wheatley, AR 72392

Monte Jensen                                 478,000                   5.934%
5217 47 Avenue
Taber, AB T1G 1R5

Sheldon Norquay                              470,000                   5.835%
261 Sundown Way SE
Calgary, AB

David and Viki Chuchmuch                     800,000                   9.932%
Site 14 Box 37 RR1
Okotoks, AB T1S 1A1

----------
(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract,  arrangement,  understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares;  and (ii)  investment
     power,  which  includes the power to dispose or direct the  disposition  of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example,  persons  share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,   shares  are  deemed  to  be
     beneficially  owned by a person if the person has the right to acquire  the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the  information  is  provided.  In  computing  the  percentage
     ownership  of any  person,  the amount of shares  outstanding  is deemed to
     include  the amount of shares  beneficially  owned by such person (and only
     such  person)  by  reason of these  acquisition  rights.  As a result,  the
     percentage of outstanding  shares of any person as shown in this table does
     not necessarily  reflect the person's actual ownership or voting power with

                                       26
<PAGE>
     respect to the number of shares of common  stock  actually  outstanding  on
     September 25, 2009. As of September 25, 2009,  there were 8,055,000  shares
     of our company's common stock issued and outstanding.
(2)  Mr.  Norquay holds these shares  indirectly.  1,725,000  shares are held by
     Taggart Financial Trading  Corporation.  Mr. Norquay is the general manager
     of Taggart Financial Trading Corporation.  500,000 of these shares are held
     by Mr. Norquay's wife, Elizabeth Norquay.

CHANGES IN CONTROL

We are  unaware  of any  contract  or other  arrangement  or  provisions  of our
Articles or Bylaws the  operation of which may at a subsequent  date result in a
change of control of our company.  There are not any  provisions in our Articles
or Bylaws,  the  operation of which would delay,  defer,  or prevent a change in
control of our company.

ITEM  13. CERTAIN   RELATIONSHIPS  AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
          INDEPENDENCE

Except  as  disclosed  herein,  there  have  been no  transactions  or  proposed
transactions in which the amount involved  exceeds the lesser of $120,000 or one
percent  of the  average  of our total  assets at  year-end  for the last  three
completed  fiscal  years in which any of our  directors,  executive  officers or
beneficial  holders  of more than 5% of the  outstanding  shares  of our  common
stock, or any of their respective relatives,  spouses, associates or affiliates,
has had or will have any direct or material indirect interest.

The promoters of our company are our directors and officers.

DIRECTOR INDEPENDENCE

We currently  act with two  directors,  consisting  of Veryl  Norquay and Andrew
Buchholz.  We  have  determined  that  we do  not  have  a  director  who  is an
"independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit,  compensation or nominating committee,  but our
entire board of directors  act in such  capacity.  We believe that our directors
are  capable  of  analyzing  and   evaluating   our  financial   statements  and
understanding  internal  controls and  procedures for financial  reporting.  Our
directors do not believe that it is necessary to have an audit committee because
we believe that the functions of an audit committee can be adequately  performed
by the board of directors.  In addition,  we believe that  retaining  additional
independent directors who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our  circumstances
given the early stages of our development.

ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended June
30,  2009 and for  fiscal  year ended June 30,  2008 for  professional  services
rendered  by the  principal  accountant  for the audit of our  annual  financial
statements  and review of the  financial  statements  included in our  quarterly
reports on Form 10-Q and services that are normally  provided by the  accountant
in connection  with  statutory and regulatory  filings or engagements  for these
fiscal periods were as follows:

                                       27
<PAGE>
                                           Year Ended
                                            June 30,
                                   2009                 2008
                                   ($)                  ($)
                                 ------               ------
     Audit Fees                   3,000                3,000
     Audit Related Fees           4,500                4,500
     Tax Fees                       Nil                  Nil
     All Other Fees                 Nil                  Nil
                                 ------               ------
     Total                        7,500                7,500
                                 ======               ======

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require  that before our  independent  auditors  are engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     *    approved by our audit committee (which consists of our entire board of
          directors); or
     *    entered  into  pursuant  to   pre-approval   policies  and  procedures
          established  by the board of  directors,  provided  the  policies  and
          procedures  are detailed as to the  particular  service,  the board of
          directors  is  informed  of  each  service,   and  such  policies  and
          procedures  do not  include  delegation  of the  board  of  directors'
          responsibilities to management.

Our board of directors  pre-approves  all services  provided by our  independent
auditors.  All of the above  services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

Our board of directors  has  considered  the nature and amount of fees billed by
our  independent  auditors  and  believes  that the  provision  of services  for
activities unrelated to the audit is compatible with maintaining our independent
auditors' independence.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits required by Item 601 of Regulation S-K

Exhibit
Number                               Description
------                               -----------

 (3)      (I) ARTICLES OF INCORPORATION; AND (II) BYLAWS

 3.1      Articles of  Incorporation  (incorporated  by reference  from our Form
          SB-2 Registration Statement, filed on February 17, 2005)

 3.2      Bylaws  (incorporated  by  reference  from our Form SB-2  Registration
          Statement, filed on February 17, 2005)

                                       28
<PAGE>
 3.3      Articles of Merger  (incorporated by reference from our Current Report
          on Form 8-K, filed on September 14, 2009)

 (14)     CODE OF ETHICS

 14.1*    Code of Ethics

 (31)     RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

 31.1*    Section 302 Certifications  under  Sarbanes-Oxley Act of 2002 of Veryl
          Norquay

 31.2*    Section 302 Certifications  under Sarbanes-Oxley Act of 2002 of Andrew
          Buchholz

 (32)     SECTION 1350 CERTIFICATIONS

 32.1*    Section 906 Certifications  under  Sarbanes-Oxley Act of 2002 of Veryl
          Norquay

 32.2*    Section 906 Certifications  under Sarbanes-Oxley Act of 2002 of Andrew
          Buchholz

----------
* Filed herewith.

                                       29
<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.

                                 Winchester International Resorts Inc.


                                 /s/ Veryl Norquay
                                 -----------------------------------------------
                                 Veryl Norquay
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)
                                 Date: September 30, 2009


                                 /s/ Andrew Buchholz
                                 -----------------------------------------------
                                 Andrew Buchholz
                                 Chief Financial Officer and Director
                                 (Principal Financial Officer and Principal
                                 Accounting Officer)
                                 Date: September 30, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                              Title                                     Date
---------                                              -----                                     ----
<S>                                    <C>                                                <C>


/s/ Veryl Norquay                       President, Chief Executive Officer                 September 30, 2009
--------------------------------        and Director
Veryl Norquay


/s/ Andrew Buchholz                     Chief Financial Officer and Director               September 30, 2009
--------------------------------
Andrew Buchholz
</TABLE>


                                       30