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

                                    Form 10-Q

(Mark One)

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

    For the quarterly period ended December 31, 2010
                                       or

[ ] 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                                (IRS Employer
 incorporation or organization)                              Identification No.)

1802 North Carson Street, Suite 108, Carson City, Nevada         89701-1227
     (Address of principal executive offices)                    (Zip Code)

                                  702.685.9009
              (Registrant's telephone number, including area code)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 past 90 days. [X] YES [ ] 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions 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]
(Do not check if a smaller reporting company)

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

9,021,000 common shares issued and outstanding as of February 14, 2011
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our unaudited interim  financial  statements for the three and six month periods
ended December 31, 2010 form part of this quarterly  report.  They are stated in
United States  Dollars  (US$) and are prepared in accordance  with United States
generally accepted accounting principles.



                                       2
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Balance Sheets
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         December 31,            June 30,
                                                                            2010                   2010
                                                                        ------------           ------------
                                                                         (Unaudited)             (Audited)
<S>                                                                     <C>                    <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $         --           $         --

LAND                                                                         109,700                109,700
                                                                        ------------           ------------

TOTAL ASSTS                                                             $    109,700           $    109,700
                                                                        ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                              $      1,820           $      1,820
  Loans from related party                                                   187,213                148,824
                                                                        ------------           ------------

      TOTAL CURRENT LIABILITIES                                              189,033                150,644
                                                                        ------------           ------------
STOCKHOLDERS' EQUITY
  Capital stock
    Authorized 75,000,000 ordinary voting shares at $0.001 per share
  Issued and outstanding:
    9,021,000 common shares at par  value                                      9,021                  9,021
  Additional paid in capital                                               1,030,979              1,030,979
                                                                        ------------           ------------
                                                                           1,040,000              1,040,000
Deficit accumulated during the exploration stage                          (1,119,333)            (1,080,944)
                                                                        ------------           ------------

TOTAL STOCKHOLDERS' EQUITY                                                   (79,333)               (40,944)
                                                                        ------------           ------------

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

                                       3
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Statements of Income
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                 Accumulated From
                                             Six Months       Six Months      Three Months      Three Months     Inception Date of
                                               Ended            Ended            Ended             Ended        August 18, 2003 to
                                            December 31,     December 31,     December 31,      December 31,       December 31,
                                                2010             2009             2010              2009               2010
                                            ------------     ------------     ------------      ------------       ------------
<S>                                         <C>              <C>              <C>               <C>                <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Bank charges and interest                 $         --     $         95     $         --      $         --       $        823
  Filing and transfer agent fees                     447            1,087              100             1,087             24,353
  Professional fees                               18,030           32,060            3,910             9,724            921,115
  Mineral properties                                  --               --               --            14,500
  Office expenses and other                       10,825            6,477            4,250             3,757             31,010
  Travel and entertainment                         9,087           26,065            3,383            11,284             50,232
  Write down of asset                            (45,938)              --          (45,938)           77,300
                                            ------------     ------------     ------------      ------------       ------------
Total general and administrative expenses         38,389           19,846           11,643           (20,086)         1,119,333
                                            ------------     ------------     ------------      ------------       ------------

Net loss / (Recovery)                       $    (38,389)    $    (19,846)    $    (11,643)     $     20,086       $ (1,119,333)
                                            ============     ============     ============      ============       ============

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

WEIGHTED AVERAGE OUTSTANDING SHARES            9,021,000        8,055,000        9,021,000         8,055,000
                                            ============     ============     ============      ============
</TABLE>

                                       4
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Statement of Stockholders' Equity
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

<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)
                                        -----------   --------     ----------    ----------   -----------    ----------
Net loss                                                                                          (38,389)      (38,389)
                                        -----------   --------     ----------    ----------   -----------    ----------
Balance, December 31, 2010                9,021,000   $  9,021     $1,030,979    $1,040,000   $(1,119,333)   $ (79,333)
                                        ===========   ========     ==========    ==========   ===========    ==========
</TABLE>

                                       5
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Statements of Cash Flows
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Accumulated From
                                            Six Months       Six Months      Three Months     Three Months   Inception Date of
                                              Ended            Ended            Ended            Ended      August 18, 2003 to
                                           December 31,     December 31,     December 31,     December 31,     December 31,
                                               2010             2009             2010             2009             2010
                                           ------------     ------------     ------------     ------------     ------------
<S>                                        <C>              <C>              <C>              <C>              <C>
CASH DERIVED FROM (USED FOR)
OPERATING ACTIVITIES
  Net loss for the period                  $    (38,389)    $    (19,846)    $    (11,643)    $     20,086     $ (1,119,333)
  Write down of asset                                --          (45,938)              --          (45,938)          77,300
  Shares issued for services                         --               --               --               --          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
                                           ------------     ------------     ------------     ------------     ------------
       Net cash (used in) operating
        activities                              (38,389)         (65,784)         (11,643)         (25,852)        (261,213)
                                           ------------     ------------     ------------     ------------     ------------
FINANCING ACTIVITIES
  Loans from related party                       38,389           64,722           11,643           24,790          234,213
  Shares subscribed for cash                         --               --               --               --           27,000
                                           ------------     ------------     ------------     ------------     ------------
       Net cash provided by financing
        activities                               38,389           64,722           11,643           24,790          261,213
                                           ------------     ------------     ------------     ------------     ------------
INVESTING ACTIVITIES
       Net cash used for investing
        activities                                   --               --               --               --               --
                                           ------------     ------------     ------------     ------------     ------------

Cash increase during the period                      --           (1,062)              --           (1,062)              --
Cash beginning of the period                         --            1,062               --            1,062               --
                                           ------------     ------------     ------------     ------------     ------------

Cash end of the period                     $         --     $         --     $         --     $         --     $         --
                                           ============     ============     ============     ============     ============
</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

                                       6
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Notes to Financial Statements
December 31, 2010
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

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  $1,119,333  as at  December  31,  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 change in tax rates is  recognized  in income in the
     period that includes the enactment date.

     At December 31, 2010 a full deferred tax asset valuation allowance has been
     provided and no deferred tax asset has been recorded.

                                       7
<PAGE>
     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.

2. 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, 2010
     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 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 "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.

                                       8
<PAGE>
3 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.

4. 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.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly  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 unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance  with United  States  Generally  Accepted  Accounting
Principles.  The following  discussion  should be read in  conjunction  with our
financial  statements  and the  related  notes  that  appear  elsewhere  in this
quarterly 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 quarterly  report,  particularly in
the section entitled "Risk Factors".

In this quarterly  report,  unless otherwise  specified,  all dollar amounts are
expressed in United States  dollars.  All references to "CDN$" refer to Canadian
dollars and all references to "common  shares" refer to the common shares in our
capital stock.

As used in this quarterly  report,  the terms "we",  "us", "our company",  means
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.

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

Effective  March 12,  2010,  we entered into an  agreement  with Auctus  Private
Equity Fund, LLC to raise up  $10,000,000  through a drawdown  equity  financing
facility  agreement.  Under the terms of the agreement Auctus agreed to purchase
from our company,  up to $10,000,000 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 agreed to acquire 51% of the issued
and outstanding shares of Factory Outlet Trailers' 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.  Factory  Outlet
Trailers Inc. is in the trailer dealership business.

                                       10
<PAGE>
On September 2, 2010,  we entered into a merger  agreement  with Lake W Holdings
Inc.  and its 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 quarterly 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.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

The following summary of our results of operations should be read in conjunction
with our financial  statements for the quarter ended December 31, 2010 which are
included herein.

Our operating  results for the three months ended December 31, 2010 and 2009 are
summarized as follows:

                                                        Three Months Ended
                                                            December 31,
                                                     2010                 2009
                                                   --------             --------
Revenue                                            $    Nil             $    Nil
Bank charges and interest                          $    Nil             $    Nil
Filing and transfer agent fees                     $    100             $  1,087
Professional fees                                  $  3,910             $  9,724
Office expenses and other                          $  4,250             $  3,757
Travel and entertainment                           $  3,383             $ 11,284
Net Loss / (Recovery)                              $(11,643)            $ 20,086

                                       11
<PAGE>
SIX MONTHS ENDED DECEMBER 31, 2010 AND 2009

Our  operating  results for the six months ended  December 31, 2010 and 2009 are
summarized as follows:

                                                        Six Months Ended
                                                           December 31,
                                                    2010                 2009
                                                  --------             --------
Revenue                                           $    Nil             $    Nil
Bank charges and interest                         $    Nil             $     95
Filing and transfer agent fees                    $    447             $  1,087
Professional fees                                 $ 18,030             $ 32,060
Office expenses and other                         $ 10,825             $  6,477
Travel and entertainment                          $  9,087             $ 26,065
Net Loss / (Recovery)                             $(38,389)            $(19,846)

REVENUES

We did not earn any revenues  during our three month  period ended  December 31,
2010.

GENERAL AND ADMINISTRATIVE EXPENSES

During the three months ended December 31, 2010, our general and  administrative
expenses decreased over the three months ended December 31, 2009,  primarily due
to decreases in professional fees.

LIQUIDITY AND FINANCIAL CONDITION

As of December 31, 2010,  our total  current  assets were $109,700 and our total
current  liabilities  were  $189,033  and we had a working  capital  deficit  of
$79,333.  Our  financial  statements  report a net loss of  $38,389  for the six
months ended December 31, 2010, and a net loss of $1,119,333 for the period from
August 18, 2003 (date of inception) to December 31, 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.

CASH FLOWS
                                                    At                 At
                                                December 31,       December 31,
                                                   2010               2009
                                                 --------           --------
Net Cash (Used in) Operating Activities          $(38,389)          $(65,784)
Net Cash Used In Investing Activities            $    Nil           $    Nil
Net Cash Provided by Financing Activities        $ 38,389           $ 64,722
INCREASE (DECREASE) IN CASH                      $    Nil           $  1,062

We had cash in the amount of $Nil as of December  31, 2010 as compared to $1,062
as of  December  30,  2009.  We had a working  capital  deficit of $79,333 as of
December  31,  2010  compared  to working  capital  deficit of $40,944 as of the
fiscal year ended June 30, 2010.

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.

                                       12
<PAGE>
INFLATION

The amounts presented in the financial  statements do not provide for the effect
of inflation on our operations or financial  position.  The net operating losses
shown would be greater than reported if the effects of inflation  were reflected
either by charging  operations with amounts that represent  replacement costs or
by using other inflation adjustments.

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.

CONTRACTUAL OBLIGATIONS

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

INFLATION

The amounts presented in the financial  statements do not provide for the effect
of inflation on our operations or financial  position.  The net operating losses
shown would be greater than reported if the effects of inflation  were reflected
either by charging  operations with amounts that represent  replacement costs or
by using other inflation adjustments.

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

BASIS OF PRESENTATION

Our  financial  statements  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

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.

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 that our company
is not exposed to  significant  interest,  currency or credit risks arising from
these financial instruments.

                                       13
<PAGE>
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 December 31, 2010 a full  deferred  tax asset  valuation  allowance  has been
provided and no deferred tax asset has been recorded.

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.

We have 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, we regularly review 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 us if
the carrying amount of a long-lived asset exceeds its fair value.

CASH AND CASH EQUIVALENTS

We consider 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. 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.

                                       14
<PAGE>
As of the  end of  our  quarter  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  officer  and  principle   accounting   officer),   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on the  foregoing,  our president  (our  principal  executive
officer) and our chief financial  officer (our principal  financial  officer and
principle  accounting  officer)  concluded  that  our  disclosure  controls  and
procedures  were effective as of the end of the period covered by this quarterly
report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal  controls  over  financial  reporting
that occurred during the quarter ended December 31, 2010 that have materially or
are reasonably likely to materially affect, our internal controls over financial
reporting.

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no  material,  existing  or pending  legal  proceedings  against  our
company,  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, or any registered beneficial shareholder,  is an adverse
party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

Much of the information  included in this quarterly  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.  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.

                                       15
<PAGE>
TRADING IN OUR COMMON  SHARES ON THE OTC BULLETIN  BOARD IS LIMITED AND SPORADIC
MAKING IT DIFFICULT FOR OUR SHAREHOLDERS TO SELL THEIR SHARES OR LIQUIDATE THEIR
INVESTMENTS.

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

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

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

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

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

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

                                       16
<PAGE>
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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)

(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)

10.3     Agreement  and Plan of Merger  with Lake W  Holdings  Inc.  and it sole
         shareholder,  Northstar Global dated September 2, 2010 (incorporated by
         reference  from our Current  Report on Form 8-K,  filed on September 9,
         2010)

(14)     CODE OF ETHICS

14.1     Code of Ethics  (incorporated  by reference  from our Annual  Report on
         Form 10-K, filed on October 1, 2009)

(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.

                                       17
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 WINCHESTER INTERNATIONAL RESORTS INC.


Date: February 14, 2011          /s/ Veryl Norquay
                                 -----------------------------------------------
                                 Veryl Norquay
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)


Date: February 14, 2011          /s/ Andrew Buchholz
                                 -----------------------------------------------
                                 Andrew Buchholz
                                 Chief Financial Officer and Director
                                 (Principal Financial Officer and Principal
                                 Accounting Officer)


                                       18