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, 2010

[ ] 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.)

1802 North Carson Street, Suite 108, Carson City, Nevada            89701
     (Address of principal executive offices)                     (Zip Code)

                                  702. 685.9009
              (Registrant's telephone number, including area code)

          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 [ ]

State the aggregate market value of voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter.

The aggregate market value of Common Stock held by non-affiliates of the
Registrant on October 14, 2010 was $3,127,860 based on a $0.59 closing price for
the Common Stock on January 29, 2010. 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. 9,021,000 shares of common stock
issued & outstanding as of October 14, 2010

                       DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
                                TABLE OF CONTENTS

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

Item 1A. Risk Factors.......................................................  5

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

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

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

Item 4.  [Removed and Reserved].............................................  7

Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer
         Purchases of Equity Securities.....................................  7

Item 6.  Selected Financial Data............................................  8

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..............................................  8

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

Item 8.  Financial Statements and Supplementary Data........................ 12

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure............................................... 21

Item 9A. Controls and Procedures............................................ 21

Item 9B. Other Information.................................................. 22

Item 10. Directors, Executive Officers and Corporate Governance............. 22

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

Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters.................................... 27

Item 13. Certain Relationships and Related Transactions, and Director
         Independence....................................................... 28

Item 14. Principal Accountants Fees and Services............................ 28

Item 15. Exhibits, Financial Statement Schedules............................ 29

                                      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.

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.

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
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. This transaction did not complete and was
terminated on or around December 31, 2009

Effective September 9, 2009, we 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 become effective with the
Over-the-Counter Bulletin Board at the opening for trading on September 14, 2009
under the new stock symbol "WNCH". Our CUSIP number is 972817100.

                                       3
<PAGE>
Effective March 12, 2010, we entered into an agreement with Auctus Private
Equity Fund, LLC to raise up to ten million ($10,000,000) through a drawdown
equity financing facility agreement. Under the terms of the agreement Actus has
agreed to purchase from our company, up to ten million dollars of our common
stock. The agreement expires 24 months after the effective date of the
agreement.

On May 6, 2010, we entered into a share purchase agreement with David and Vickie
Chuchmuch, the shareholders of Factory Outlet Trailers Inc. Pursuant to the
terms of the share purchase agreement, we have agreed to acquire 51% of the
issued and outstanding shares of Factory Outlet Trailers's common stock in
consideration for the payment of CDN$4.4 million. The payments are to be made in
periodic installments with the final payment to occur on June 15, 2011, the
closing date.

On September 2, 2010, we entered into a merger agreement with Lake W Holdings
Inc. and it sole shareholder, Northstar Global GT. Lake W Holdings is a Colorado
corporation that holds certain mineral claims in Nevada and California.

The following is a brief description of certain of the terms and conditions of
the merger agreement that are material to us:

     1.   The resulting company's share structure shall be amended so as to
          provide for both common stock and two classes of preferred stock, one
          with super voting rights and the other with such rights and
          restrictions as may be set by the board of directors. The super voting
          preferred stock is to be issued on the effectiveness of the merger.

     2.   Our company will be re-domiciled to become a Wyoming corporation and
          our name is to be changed Winchester Resources Inc.

     3.   Upon closing of the merger, current Lake W shareholders will own 90%
          of the resulting company with our current shareholders owning the
          remaining 10%.

     4.   Our current agreement for an acquisition of a 51% interest in Factory
          Outlet Trailers, Inc. will be assigned/spun out into a newly
          incorporated company, to be held pro-rata by our current shareholders.

Due to conditions precedent to closing, including those set out above, and the
risk that these conditions precedent will not be satisfied, there is no
assurance that we will complete the merger as contemplated in the merger
agreement. As at the date of this Annual Report, negotiations are ongoing.

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.

                                       4
<PAGE>
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.

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.

                                       5
<PAGE>
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
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

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

ITEM 2. PROPERTIES

We do not own or lease any real property. Our business address is 1802 North
Carson Street, Suite 108, Carson City, Nevada 89701.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor
are we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,

                                       6
<PAGE>
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our company.

ITEM 4. [REMOVED AND RESERVED]

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
        PURCHASES OF EQUITY SECURITIES

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, 2010                     $0.62                 $0.22
        March 31, 2010                    $0.60                 $0.22
        December 31, 2009                 $0.55                 $0.55
        September 30, 2009                N/A(3)                N/A(3)
        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)

----------
(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)  Our first trade of common stock occurred on October 15, 2009.

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 October 14, 2010, the list of stockholders for our shares of common stock
showed 126 registered stockholders and 9,021,000 shares of common stock
outstanding.

                                       7
<PAGE>
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, 2010.

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, 2010 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, 2010.

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, 2010 and
June 30, 2009 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

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.

                                       8
<PAGE>
RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2010 AND 2009

The following summary of our results of operations should be read in conjunction
with our audited financial statements for the years ended June 30, 2010 and
2009.

Our operating results for the years ended June 30, 2010 and 2009 are summarized
as follows:

                                                    Year Ended June 30
                                                2010                 2009
                                             -----------           --------
Revenue                                      $       Nil           $    Nil
General and Administrative Expenses          $ 1,008,006           $ 20,415
Net Loss                                     $(1,008,006)          $(20,415)

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, 2010 and
June 30, 2009 are outlined in the table below:

                                                    Year Ended June 30
                                                2009                 2008
                                             -----------           --------
Bank charges and interest                    $        95           $    202
Filing and transfer agent fees               $     4,818           $  2,327
Professional fees                            $   865,529           $ 17,666
Office expenses                              $    19,120           $    220
Travel and entertainment                     $    41,144           $    Nil
Write down of assets                         $    77,300           $    Nil

The decrease in general and administrative expenses for the year ended June 30,
2010, compared to the same period in fiscal 2009, was mainly due to a decrease
professional fees, travel and entertainment and write down of assets.

LIQUIDITY AND FINANCIAL CONDITION

As of June 30, 2010, our total assets were $109,700 and our total current
liabilities were $150,644 and we had a working capital deficit of $40,944 . Our
financial statements report a net loss of $1,008,006 for the year ended June 30,
2010, and a net loss of $1,080,944 for the period from August 18, 2003 (date of
inception) to June 30, 2010.

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.

                                       9
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CASH FLOWS
                                                     At               At
                                                  June 30,         June 30,
                                                    2010             2009
                                                 ----------       ----------
Net Cash (Used in) Operating Activities          $(149,886)       $ (21,554)
Net Cash Used In Investing Activities            $     Nil        $     Nil
Net Cash Provided by Financing Activities        $ 148,824        $  12,000
INCREASE (DECREASE) IN CASH                      $  (1,062)       $  (9,554)

We had cash in the amount of $Nil as of June 30, 2010 as compared to $1,062 as
of June 30, 2009. We had a working capital deficit of $40,944 as of June 30,
2010 compared to working capital deficit of $45,938 as of June 30, 2009.

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

Our company complies with ASC 915, its characterization of our company as an
exploration stage enterprise.

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.

                                       10
<PAGE>
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 our company is
not exposed to significant interest, currency or credit risks arising from these
financial instruments.

INCOME TAXES

Our 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, 2010 a full deferred tax asset valuation allowance has been provided
and no deferred tax asset has been recorded.

BASIC AND DILUTED LOSS PER SHARE

Our company computes loss per share in accordance with ASC 105 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.

Our company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.

FIXED ASSETS

Fixed assets are recorded at cost and depreciable assets are depreciated under
the straight line method over each item's estimated useful life.

LONG-LIVED ASSETS

In accordance with ASC 350, our company regularly reviews the carrying value of
intangible and other long-lived assets for the existence of facts or
circumstances, both internally and externally, that may suggest impairment. If
impairment testing indicates a lack of recoverability, an impairment loss is
recognized by our company if the carrying amount of a long-lived asset exceeds
its fair value.

CASH AND CASH EQUIVALENTS

Our company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

STOCK BASED COMPENSATION

Our company accounts for employee and non-employee stock awards under ASC 718,
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.

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.

                                       11
<PAGE>
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.

                      WINCHESTER INTERNATIONAL RESORTS INC.

                   (FORMERLY NAMED STERLING EXPLORATION INC.)

                              FINANCIAL STATEMENTS

                                  June 30, 2010

                                       12
<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.
Carson City, Nevada

I have audited the accompanying balance sheets of Winchester International
Resorts Inc. as of June 30, 2010 and 2009 and the related statements of income,
stockholders' equity and cash flows for the years then ended, and for the period
from August 18, 2003 (inception) through June 30, 2010. 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. as of June 30, 2010 and 2009 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, 2010 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.
-----------------------------------
Ronald R. Chadwick, P.C.
October 9, 2010

                                       13
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Balance Sheets
(An Exploration Stage Company)
(Expressed in US Dollars)

<TABLE>
<CAPTION>
                                     ASSETS
                                                                      June 30,               June 30,
                                                                        2010                   2009
                                                                    ------------           ------------
<S>                                                                 <C>                    <C>
CURRENT ASSETS
  Cash                                                              $         --           $      1,062
  LAND                                                                   109,700                     --
                                                                    ------------           ------------

TOTAL ASSTS                                                         $    109,700           $      1,062
                                                                    ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                          $      1,820           $         --
  Loans from related party                                               148,824                 47,000
                                                                    ------------           ------------
TOTAL CURRENT LIABILITIES                                                150,644                 47,000
                                                                    ------------           ------------
STOCKHOLDERS' EQUITY
  Capital stock
  Authorized 75,000,000 ordinary voting shares
   at $0.001 per share
  Issued and outstanding:
    9,021,000 (2010) and 8,055,000 (2009) common shares
     at par  value                                                         9,021                  8,055
  Additional paid in capital                                           1,030,979                 18,945
                                                                    ------------           ------------
                                                                       1,040,000                 27,000

  Deficit accumulated during the exploration stage                    (1,080,944)               (72,938)
                                                                    ------------           ------------
TOTAL STOCKHOLDERS' EQUITY                                               (40,944)               (45,938)
                                                                    ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $    109,700           $      1,062
                                                                    ============           ============
</TABLE>

Approved on behalf of the board

_______________________________, Director

_______________________________, Director

                                       14
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named 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,
                                                      2010                  2009                   2010
                                                   -----------           -----------           -----------
<S>                                                <C>                   <C>                   <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Bank charges and interest                        $        95           $       202           $       823
  Filing and transfer agent fees                         4,818                 2,327                23,906
  Professional fees                                    865,529                17,666               903,085
  Mineral properties                                        --                    --                14,500
  Office expenses and other                             19,120                   220                20,186
  Travel and entertainment                              41,144                    --                41,144
  Write down of asset                                   77,300                    --                77,300
                                                   -----------           -----------           -----------

Total general and administrative expenses            1,008,006                20,415             1,080,944
                                                   -----------           -----------           -----------

Net loss / (Recovery)                              $(1,008,006)          $   (20,415)          $(1,080,944)
                                                   ===========           ===========           ===========

EARNINGS PER SHARE - BASIC AND DILUTED             $     (0.12)          $     (0.00)
                                                   ===========           ===========

WEIGHTED AVERAGE OUTSTANDING SHARES                  8,296,500             8,055,000
                                                   ===========           ===========
</TABLE>

                                       15
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named 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)
                                        -----------   --------     ----------    ----------   -----------    ----------
Debt relief                                                            47,000        47,000                      47,000
  Subscribed for services      $1.0         279,000        279        278,721       279,000                     279,000
  Subscribed for land          $1.0         187,000        187        186,813       187,000                     187,000
  Subscribed for services      $1.0         500,000        500        499,500       500,000                     500,000
Net loss                                                                                       (1,008,006)   (1,008,006)
                                        -----------   --------     ----------    ----------   -----------    ----------

Balance, June 30, 2010                    9,021,000   $  9,021     $1,030,979    $1,040,000   $(1,080,944)   $  (40,944)
                                        ===========   ========     ==========    ==========   ===========    ==========
</TABLE>

                                       16
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named 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,
                                                              2010               2009                 2010
                                                          ------------       ------------         ------------
<S>                                                       <C>                <C>                  <C>
CASH DERIVED FROM (USED FOR) OPERATING ACTIVITIES
  Net loss for the period                                 $ (1,008,006)      $    (20,415)        $ (1,080,944)
  Write down of asset                                           77,300                 --               77,300
  Shares issued for services                                   779,000                 --              779,000
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities
  Changes in operating assets and liabilities
     Accounts payable                                            1,820             (1,139)               1,820
                                                          ------------       ------------         ------------

           Net cash (used in) operating activities            (149,886)           (21,554)            (222,824)
                                                          ------------       ------------         ------------
FINANCING ACTIVITIES
  Loans from related party                                     148,824             12,000              195,824
  Shares subscribed for cash                                        --                 --               27,000
                                                          ------------       ------------         ------------

           Net cash provided by financing activities           148,824             12,000              222,824
                                                          ------------       ------------         ------------

INVESTING ACTIVITIES

           Net cash used for investing activities                   --                 --                   --
                                                          ------------       ------------         ------------

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

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

Non-cash Investing and Financing Activities:
In fiscal year 2010 the Company issued 187,000 common shares for land valued at
$187,000, and a former officer contributed $47,000 in working capital loans to
paid in capital.

Cash paid for interest and income taxes:
Year ended June 30, 2010: None
Year ended June 30, 2009: None

                                       17
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Notes to Financial Statements
June 30, 2010
(An Exploration Stage Company)
(Expressed in US Dollars)


1. NATURE AND CONTINUANCE OF OPERATIONS

Winchester International Resorts Inc. ("the Company"), formerly named Sterling
Exploration Inc, 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
currently considering business opportunities in resort development, mining
exploration, and other areas as allowed by law.

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 $1,080,844 as at June 30, 2010 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 ASC 915, its characterization of the Company as an
exploration stage enterprise.

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.

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

                                       18
<PAGE>
change in tax rates is recognized in income in the period that includes the
enactment date.

At June 30, 2010 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 ASC 105 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.

Fixed assets

Fixed assets are recorded at cost and depreciable assets are depreciated under
the straight line method over each item's estimated useful life.

Long-Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of
intangible and other long-lived assets for the existence of facts or
circumstances, both internally and externally, that may suggest impairment. If
impairment testing indicates a lack of recoverability, an impairment loss is
recognized by the Company if the carrying amount of a long-lived asset exceeds
its fair value.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

Stock based compensation

The Company accounts for employee and non-employee stock awards under ASC 718,
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.

3. 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 December 31, 2009 there were
no outstanding stock options or warrants.

In March 2010, the Company issued 187,000 common shares to acquire a building
lot in Alberta, Canada at a contact price of $187,000. The Company wrote down
the property in 2010 to the assessed value of $109,700, taking a write-down
expense of $77,300. Title to the land has not yet been transferred from the
seller into the Company's name, although the Company believes the transaction
has been consummated.

The Company issued 500,000 common shares at $1.00 per share for related party
services and issued 279,000 units at $1.00 per unit for services provided. Each
unit consists of one share of common stock and one. type "A" and one type

                                       19
<PAGE>
"B" warrant, exercisable by the holder anytime until December 31, 2011 at the
price of $2.50 and $3.00 respectively. At the end of June 2010 the Company had
466,000 A warrants and 466,000 B warrants outstanding. All value in the unit
issuances was allocated to the common stock as the warrants were not in the
money.

4. INCOME TAXES

As of June 30, 2010, the Company had net operating loss carry forwards of
approximately $930,000 that may be begin to expire in 2024. 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.

5. CONSULTING AGREEMENT

Starting from March 1, 2008, the Company entered into a 2-year Consulting
Agreement with Taggart Financial Trading Corp, ("Taggart"). Taggart, a related
party provides consulting services to assist the Company in connection with
certain aspects of the Projects. The Company has paid Taggart the fees of
$250,000 during the period ended June 30, 2010.

6. LEASE COMMITMENT

The Company makes payments of $809 per month on an automobile operating lease
held in the name of a related party consultant. The lease is non-cancellable and
runs through March 2011. Future minimum payments under the lease are: 2011
$7,300.

                                       20
<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. 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, 2010, 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, 2010. 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, 2010, 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

                                       21
<PAGE>
resulting from human failures. Internal control over financial reporting also
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, 2010 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 Operating        71       September 1, 2010
                    Officer, and Director

Andrew Buchholz     Chief Financial Officer and       39       June 30, 2009
                    Director

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 - PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR

Mr. Norquay was elected a director, president and chief executive officer of our
company on June 30, 2009 and resigned each of the positions on November 11,
2009. Mr. Norquay was elected a director, president and chief operating officer
on September 1, 2010.

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.

                                       22
<PAGE>
ANDREW BUCHHOLZ - CHIEF FINANCIAL OFFICER AND DIRECTOR

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
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, 2010, all filing requirements applicable to our
officers, directors and greater than 10% percent beneficial owners were complied
with.

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
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"

                                       23
<PAGE>
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., 1802 North Carson Street, Suite 108, Carson City, Nevada 89701

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

                                       24
<PAGE>
     *    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, 2010 and 2009,

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        2010       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
President, Chief     2009       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
Executive Officer
and Director(1)

Andrew Buchholz      2010       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
Chief Financial      2009       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
Officer and
Director(2)

Ronald Marquardt     2010       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
Former President,    2009       N/A       N/A      N/A        N/A        N/A              N/A            N/A         N/A
Chief Executive
Officer and
Director(3)

Simone Maria         2010       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
Anderson             2009       N/A       N/A      N/A        N/A        N/A              N/A            N/A         N/A
Former President,
Treasurer and
Secretary(4)

Ben Anderson         2010       N/A       N/A      N/A        N/A        N/A              N/A            N/A         N/A
Former President     2009       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
Treasurer and
Secretary(5)

Marc Gagnon          2010       N/A       N/A      N/A        N/A        N/A              N/A            N/A         N/A
Former President,    2009       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
Chief Executive
Officer and
Secretary(6)

Lynn Wigen           2010       N/A       N/A      N/A        N/A        N/A              N/A            N/A         N/A
Former President,    2009       Nil       Nil      Nil        Nil        Nil              Nil            Nil         Nil
Chief Executive
Officer and
Secretary(7)
</TABLE>

----------
(1)  Mr. Norquay was appointed as our President, Chief Executive Officer and a
     director on June 30, 2009 and resigned on November 1, 2009. Mr. Norquay was
     appointed President and Chief Operating Officer on September 1, 2010.

                                       25
<PAGE>
(2)  Effective June 30, 2009, Mr. Andrew Buchholz was appointed as our Chief
     Financial Officer and a director.
(3)  Mr. Marquardt was appointed as our President, Chief Executive Officer and
     director on November 9, 2009 and resigned on effective September 1, 2010.
(4)  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.
(5)  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.
(6)  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.
(7)  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, 2010, 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, 2010 or
June 30, 2009 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, 2010.

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, 2010.

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.

                                       26
<PAGE>
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
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 October 14, 2010, 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.

                                         Amount and Nature of     Percentage of
Name and Address of Beneficial Owner       Beneficial Owner          Class(1)
------------------------------------       ----------------          --------
Veryl Norquay                                1,914,000(2)            21.217%
61 Cimarron Meadows Crescent
Okotoks, AB T1S 1T1

Andrew Buchholz                                205,000                2.272%
2443 Douglasdale Blvd SE
Calgary, Alberta

All Officers and Directors                   2,119,000               23,489%
As a Group

David Fowler and Dana Fowler JWROS             500,000                5.543%
PO Box 229,
615 Highway 78 S
Wheatley, AR 72392

Monte Jensen                                   478,000                5.299%
5217 47 Avenue
Taber, AB T1G 1R5

Sheldon Norquay                                470,000                5.210%
261 Sundown Way SE
Calgary, AB

----------
(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

                                       27
<PAGE>
     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
     respect to the number of shares of common stock actually outstanding on
     Otober 14, 2010. As of Otober 14, 2010, there were 9,021,000 shares of our
     company's common stock issued and outstanding.
(2)  Includes 450,000 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, 2010 and for fiscal year ended June 30, 2009 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:

                                       28
<PAGE>
                                        Year Ended June 30
                                       2010           2009
                                        ($)            ($)
                                      ------         ------
           Audit Fees                  9,400          3,000
           Audit Related Fees            Nil          4,500
           Tax Fees                      Nil            Nil
           All Other Fees                Nil            Nil
                                      ------         ------

           Total                       9,400          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)

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

                                       29
<PAGE>
 Exhibit
 Number                             Description
 ------                             -----------

 (10)          MATERIAL CONTRACTS

  10.1         Drawdown equity financing agreement (incorporated by reference
               from our Current Report on Form 8-K, filed on March 18, 2010)

  10.2         Share Purchase Agreement between our company and David and Vickie
               Chuchmuch dated May 6, 2010 (incorporated by reference from our
               Current Report on Form 8-K, filed on May 12, 2010)

 (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.

                                       30
<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: October 19, 2010


                                 /s/ Andrew Buchholz
                                 -----------------------------------------------
                                 Andrew Buchholz
                                 Chief Financial Officer and Director
                                 (Principal Financial Officer and Principal
                                 Accounting Officer)
                                 Date: October 19, 2010

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 and Director      October 19, 2010
---------------------------------------
Veryl Norquay


/s/ Andrew Buchholz                       Chief Financial Officer and Director                 October 19, 2010
---------------------------------------
Andrew Buchholz
</TABLE>

                                       31