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 March 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.)

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

                                  403.995.4426
              (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 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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 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

                      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 May 7, 2010
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our unaudited interim financial statements for the nine month period ended March
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>
                                                                              March 31,           June 30,
                                                                                2010                2009
                                                                              ---------           ---------
                                                                             (Unaudited)          (Audited)
<S>                                                                           <C>                 <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                        $      --           $   1,062
  Land                                                                          189,030                  --
                                                                              ---------           ---------

TOTAL ASSTS                                                                   $ 189,030           $   1,062
                                                                              =========           =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                                    $      --           $      --
  Loans from related party                                                      133,986              47,000
                                                                              ---------           ---------

      TOTAL CURRENT LIABILITIES                                                 133,986              47,000
                                                                              ---------           ---------
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               8,055
  Additional paid in capital                                                    733,979              18,945
                                                                              ---------           ---------
                                                                                743,000              27,000
  Deficit accumulated during the exploration stage                             (687,956)            (72,938)
                                                                              ---------           ---------

TOTAL STOCKHOLDERS' EQUITY                                                       55,044             (45,938)
                                                                              ---------           ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $ 189,030           $   1,062
                                                                              =========           =========
</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
                                             Nine Months     Nine Months    Three Months    Three Months   Inception Date of
                                               Ended           Ended           Ended           Ended       August 18, 2003 to
                                              March 31,       March 31,       March 31,       March 31,         March 31,
                                                2010            2009            2010            2009              2010
                                             ----------      ----------      ----------      ----------        ----------
<S>                                          <C>             <C>             <C>             <C>               <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Bank charges and interest                  $       95      $      177      $       --      $       27        $      823
  Filing and transfer agent fees                  4,471           1,867           3,384             260            23,559
  Professional fees                             613,354          15,405         581,294           2,985           650,910
  Mineral properties                                 --              --              --              --            14,500
  Office expenses                                11,621             220           5,144              --            12,687
  Travel and entertainment                       31,415              --           5,350              --            31,415
  Write off loan from related parties           (45,938)             --              --              --           (45,938)
                                             ----------      ----------      ----------      ----------        ----------
Total general and administrative expenses       615,018          17,669         595,172           3,272           687,956
                                             ----------      ----------      ----------      ----------        ----------

Net loss / (Recovery)                        $ (615,018)     $  (17,669)     $ (595,172)     $   (3,272)       $ (687,956)
                                             ==========      ==========      ==========      ==========        ==========

EARNINGS PER SHARE - BASIC AND DILUTED       $    (0.07)     $    (0.00)     $    (0.07)     $    (0.00)
                                             ==========      ==========      ==========      ==========

WEIGHTED AVERAGE OUTSTANDING SHARES           8,296,500       8,055,000       8,296,500       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)
Subscribed for director's fee $1.0           20,000           20       19,980        20,000                      20,000
Subscribed for services $1.0                250,000          250      249,750       250,000                     250,000
Subscribed for land $1.0                    187,000          187      186,813       187,000                     196,000
Subscribed for services $1.0                  9,000            9        8,991         9,000
Repayment of loan $0.50                     500,000          500      249,500       250,000                     250,000
Net loss                                                                                         (615,018)     (615,018)
                                        -----------     --------     --------      --------     ---------      --------
Balance, March 31, 2010                   9,021,000     $  9,021     $733,979      $743,000     $(687,956)     $ 55,044
                                        ===========     ========     ========      ========     =========      ========
</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
                                                           Nine Months         Nine Months     Inception Date of
                                                             Ended               Ended         August 18, 2003 to
                                                            March 31,           March 31,           March 31,
                                                              2010                2009                2010
                                                            ---------           ---------           ---------
<S>                                                         <C>                 <C>                 <C>
CASH DERIVED FROM (USED FOR) OPERATING ACTIVITIES
  Net loss for the period                                   $(615,018)          $ (17,669)          $(687,956)
  Write off loan from related parties                         (45,938)                 --             (45,938)
  Shares issued for land                                      187,000                  --             187,000
  Shares issued for services                                  529,000                  --             529,000
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities
  Changes in operating assets and liabilities
    Accounts payable                                               --              (1,139)                 --
                                                            ---------           ---------           ---------
       Net cash (used in) operating activities                 55,044             (18,808)            (17,894)
                                                            ---------           ---------           ---------
FINANCING ACTIVITIES
  Loans from related party                                    (54,076)              8,500              (9,106)
  Shares subscribed for cash                                       --                  --              27,000
                                                            ---------           ---------           ---------
       Net cash provided by financing activities              (54,076)              8,500              17,894
                                                            ---------           ---------           ---------
INVESTING ACTIVITIES
  Land                                                         (2,030)                 --                  --
                                                            ---------           ---------           ---------
       Net cash used for investing activities                  (2,030)                 --                  --
                                                            ---------           ---------           ---------

Cash increase during the period                                (1,062)            (10,308)                 --
Cash beginning of the period                                    1,062              10,616                  --
                                                            ---------           ---------           ---------

Cash end of the period                                      $      --           $     308           $      --
                                                            =========           =========           =========
</TABLE>


                                       6
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Notes to Financial Statements
March 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.

     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 $687,956 as at March 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  the  Financial   Accounting  Standards  Board
     Statement  No. 7, 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 March 31, 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  SFAS No.  128,
     "Earnings per Share" which requires  presentation of both basic and diluted
     earnings per share on the face of the statement of  operations.  Basic loss
     per share is computed by dividing net loss available to common shareholders
     by the weighted  average  number of  outstanding  common  shares during the
     period.  Diluted  loss per share  gives  effect to all  dilutive  potential
     common  shares  outstanding  during  the  period.  Dilutive  loss per share
     excludes all potential common shares if their effect is anti-dilutive.

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

                                       7
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Notes to Financial Statements
March 31, 2010
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     STOCK-BASED COMPENSATION

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

     The  transition  methods  include  prospective  and  retroactive   adoption
     options.  Under the  retroactive  options,  prior  periods  may be restated
     either  as of the  beginning  of the year of  adoption  or for all  periods
     presented.  The prospective  method requires that  compensation  expense be
     recorded  for all  unvested  stock  options  and  restricted  stock  at the
     beginning  of the first  quarter of  adoption of SFAS No.  123R,  while the
     retroactive  methods  would  record  compensation  expense for all unvested
     stock  options  and  restricted  stock  beginning  with  the  first  period
     restated. The Company adopted the modified prospective approach of SFAS No.
     123R for the quarter beginning December 1, 2005. The Company did not record
     any compensation  expense for the period ended March 31, 2010 because there
     were no stock  options  outstanding  prior to the  adoption or at March 31,
     2010

     RECENT ACCOUNTING PRONOUNCEMENTS

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

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

                                       8
<PAGE>
WINCHESTER INTERNATIONAL RESORTS INC.
(Formerly named Sterling Exploration Inc.)
Notes to Financial Statements
March 31, 2010
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

3. MINERAL INTERESTS

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

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

4. COMMON STOCK

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

     During the period ended June 30, 2005, the Company issued  8,055,000 shares
     of common  stock for total cash  proceeds of $27,000.  At December 31, 2009
     there were no outstanding stock options or warrants.

     During the period ended March 31, 2010,  the Company  issued 187,000 common
     shares to acquire  building lot in Alberta at appraised  value of $187,000;
     issued  500,000  common shares at $0.50 per share in lieu of debt owed to a
     related party; issued 279,000 common shares at $1.00 per share for services
     provided.  Each common share  attaches  warrants for the price of $1.00 per
     unit. Type "A" and "B" warrants are exercisable  until December 31, 2011 at
     the price of $2.50 and $3.00 respectively.

5. INCOME TAXES

     As of March 31, 2010,  the Company had net operating loss carry forwards of
     approximately  $687,956  that may be  available  to  reduce  future  years'
     taxable  income  through  2027.  Future tax  benefits  which may arise as a
     result  of  these  losses  have  not been  recognized  in  these  financial
     statements,  as their  realization  is  determined  not likely to occur and
     accordingly,  the  Company  has  recorded  a  valuation  allowance  for the
     deferred tax asset relating to these tax loss carry-forwards.

6. CONSULTING AGREEMENT

     Starting from March 1, 2008, the Company  entered into a 2-year  Consulting
     Agreement  with  Taggart  Financial  Trading  Corp,  ("Taggart").   Taggart
     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 March 31, 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", 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.

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

On August 3, 2009, we presented an offer to purchase a 90% interest in
Winchester International Resorts, LLC a Mississippi limited liability company,
in order to effect a business combination of our two companies. It is
anticipated that the acquisition will be structured as a share exchange, whereby
we will purchase 90% of the memberships of Winchester International Resorts, LLC
from its members in exchange for shares of our company. Winchester International
Resorts, LLC is a company that is currently seeking to acquire lands and/or
buildings in Tunica County, Mississippi.

                                       10
<PAGE>
The acquisition contemplated by the offer is subject to the fulfillment of
certain conditions precedent, due diligence and the negotiation of a definitive
agreement.

Effective September 9, 2009, we have 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 new 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 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. Factory Outlet Trailers Inc. is in the trailer dealership
business. 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 share purchase.

EMPLOYEES

Our directors and officers act as employees of our company. We do not anticipate
any significant changes in the number of employees during the next 12 months.

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 MARCH 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 March 31, 2010 which are
included herein.

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

                                                     Three Months Ended
                                                          March 31,
                                                  2010                2009
                                                ---------           ---------
     Revenue                                    $     Nil           $     Nil
     Bank charges and interest                  $     Nil           $      27
     Filing and transfer agent fees             $   3,384           $     260
     Professional fees                          $ 581,294           $   2,985
     Office expenses                            $   5,144           $     Nil
     Travel and entertainment                   $   5,350           $     Nil
     Net Loss / (Recovery)                      $(595,172)          $  (3,272)

REVENUES

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

                                       11
<PAGE>
GENERAL AND ADMINISTRATIVE EXPENSES

During the three months ended March 31, 2010, our general and administrative
expenses increased over the three months ended March 31, 2008, primarily due to
an increase in professional fees, filing and transfer agent fees, office
expenses and travel and entertainment.

NINE MONTHS ENDED MARCH 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 March 31, 2010 which are
included herein.

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

                                                       Nine Months Ended
                                                           March 31,
                                                   2010                2009
                                                 ---------           ---------
     Revenue                                     $     Nil           $     Nil
     Bank charges and interest                   $      95           $     177
     Filing and transfer agent fees              $   4,471           $   1,867
     Professional fees                           $ 613,354           $  15,405
     Office expenses                             $  11,621           $   5,144
     Travel and entertainment                    $  31,415           $   5,350
     Write off loan from related parties         $ (45,938)          $     Nil
     Net Loss / (Recovery)                       $(615,018)          $ (17,669)

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

During the nine months ended March 31, 2010, our general and administrative
expenses increased over the nine months ended March 31, 2009, primarily due to
an increase in professional fees, filing and transfer agent fees, office
expenses and travel and entertainment. However, during the three months three
months ended March 31, 2010, we had a write off from loan related parties of
$45,938.

LIQUIDITY AND FINANCIAL CONDITION

As of March 31, 2010, our total current assets were $189,030 and our total
current liabilities were $133,986 and we had a working capital of $55,044. Our
financial statements report a net loss of $615,018 for the nine months ended
March 31, 2010, and a net loss of $687,956 for the period from August 18, 2003
(date of inception) to March 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
                                                   March 31,          March 31,
                                                     2010               2009
                                                   --------           --------
     Net Cash (Used in) Operating Activities       $ 55,044           $(18,808)
     Net Cash Used In Investing Activities         $ (2,030)          $    Nil
     Net Cash Provided by Financing Activities     $(54,076)          $  8,500
     INCREASE (DECREASE) IN CASH                   $ (1,062)          $(10,308)

                                       12
<PAGE>
We had cash in the amount of $Nil and land in the amount of $189,030 as of March
31, 2010 as compared to $1,062 as of June 30, 2009. We had a working capital of
$55,044 as of March 31, 2010 compared to working capital deficit of $45,938 as
of June 30, 2008.

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

CONTRACTUAL OBLIGATIONS

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

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. .

EXPLORATION STAGE COMPANY

Pursuant to authoritative accounting pronouncements, our company recognizes 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 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 March 31, 2010, a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.

                                       13
<PAGE>
BASIC AND DILUTED LOSS PER SHARE

Pursuant to authoritative accounting pronouncements, our company computes loss
per share which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

ITEM 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.

As of March 31, 2010, the end of our third quarter covered by this report, we
carried out an evaluation, under the supervision and with the participation of
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), of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, 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) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

                                       14
<PAGE>
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 March 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

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

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.

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.

                                       15
<PAGE>
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.

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.

                                       16
<PAGE>
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     Share Purchase Agreement between the Winchester International Resorts
         Inc. 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 (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 Ronald
         L. Marquardt

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 Ronald
         L. Marquardt

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: May 18, 2010               /s/ Ronald L. Marquardt
                                 -----------------------------------------------
                                 Ronald L. Marquardt
                                 President, Chief Operating Officer and Director
                                 (Principal Executive Officer)
                                 Date: February 19, 2010


Date: May 18, 2010               /s/ Andrew Buchholz
                                 -----------------------------------------------
                                 Andrew Buchholz
                                 Chief Financial Officer and Director
                                 (Principal Financial Officer and Principal
                                 Accounting Officer)

                                       18