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, 2011
                                       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 May 12, 2011
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our unaudited interim financial statements for the three and nine month periods
ended March 31, 2011 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,
                                                                             2011                   2010
                                                                         ------------           ------------
                                                                          (Unaudited)             (Audited)
<S>                                                                      <C>                    <C>
                                     Assets

Current Assets                                                           $          0           $          0

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                                                    194,521                148,824
                                                                         ------------           ------------

      Total Current Liabilities                                               196,341                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                        (1,126,641)            (1,080,944)
                                                                         ------------           ------------

      Total stockholders' equity                                              (86,641)               (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
                                             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,
                                                2011            2010            2011            2010              2011
                                             ----------      ----------      ----------      ----------        ----------
<S>                                          <C>             <C>             <C>             <C>               <C>
General and administrative expenses
  Bank charges and interest                  $       --      $       95      $       --      $       --       $       823
  Filing and transfer agent fees                    547           4,471             100           3,384            24,453
  Professional fees                              18,030         613,354              --         581,294           921,115
  Mineral properties                                 --              --              --              --            14,500
  Office expenses and other                      13,414          11,621           2,589           5,144            33,599
  Travel and entertainment                       13,706          31,415           4,619           5,350            54,851
  Write down of asset                                --         (45,938)             --              --            77,300
                                             ----------      ----------      ----------      ----------       -----------
Total general and administrative expenses        45,697         615,018           7,308         595,172         1,126,641
                                             ----------      ----------      ----------      ----------       -----------

Net loss / (Recovery)                        $  (45,697)     $ (615,018)     $   (7,308)     $ (595,172)      $(1,126,641)
                                             ==========      ==========      ==========      ==========       ===========

Earnings per share - Basic and diluted       $    (0.00)     $    (0.07)     $    (0.00)     $    (0.07)
                                             ==========      ==========      ==========      ==========

Weighted average outstanding shares           9,021,000       8,296,500       9,021,000       8,296,500
                                             ==========      ==========      ==========      ==========
</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                                                                                          (45,697)      (45,697)
                                        -----------   --------   ----------    ----------     -----------    ----------
Balance, March 31, 2011                   9,021,000   $  9,021   $1,030,979    $1,040,000     $(1,126,641)   $  (86,641)
                                        ===========   ========   ==========    ==========     ===========    ==========
</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    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,
                                                2011            2010            2011            2010              2011
                                             ----------      ----------      ----------      ----------        ----------
<S>                                          <C>             <C>             <C>             <C>               <C>
Cash derived from (used for)
 Operating activities
   Net loss for the period                   $   (45,697)    $  (615,018)    $    (7,308)    $  (595,172)     $(1,126,641)
   Write down of asset                                --         (45,938)             --              --           77,300
   Shares issued for land                             --         187,000              --         187,000               --
   Shares issued for services                         --         529,000              --         339,970          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                                (45,697)         55,044          (7,308)        (68,202)        (268,521)
                                             -----------     -----------     -----------     -----------      -----------
Financing activities
  Loans from related party                        45,697         (54,076)          7,308          68,202          241,521
  Shares subscribed for cash                          --              --              --              --           27,000
                                             -----------     -----------     -----------     -----------      -----------
      Net cash provided by financing
       activities                                 45,697         (54,076)          7,308          68,202          268,521
                                             -----------     -----------     -----------     -----------      -----------
Investing activities

      Net cash used for investing
       activities                                     --          (2,030)             --              --               --
                                             -----------     -----------     -----------     -----------      -----------

Cash increase during the period                       --          (1,062)             --              --               --
Cash beginning of the period                          --           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
March 31, 2011
(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 $1,126,641 as at March 31, 2011
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 March 31, 2011 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 March 31, 2011 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" and "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.

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. Our company and Lake W Holdings have mutually agreed to discontinue
discussions at this time.

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

REVENUES

We did not earn any revenues during the three and nine month periods ended March
31, 2011.

THREE MONTHS ENDED MARCH 31, 2011 AND 2010

The following summary of our results of operations should be read in conjunction
with our financial statements for the quarter ended March 31, 2011 which are
included herein.

                                       11
<PAGE>
Our operating results for the three months ended March 31, 2011 and 2010 are
summarized as follows:

                                                    Three Months Ended
                                                         March 31,
                                                2011                   2010
                                             ----------             ----------

Revenue                                      $      Nil             $      Nil
Bank charges and interest                    $      Nil             $      Nil
Filing and transfer agent fees               $      100             $    3,384
Professional fees                            $      Nil             $  581,294
Office expenses and other                    $    2,589             $    5,144
Travel and entertainment                     $    4,619             $    5,350
Write down of asset                          $      Nil             $      Nil
Net Loss / (Recovery)                        $   (7,308)            $  595,172

GENERAL AND ADMINISTRATIVE EXPENSES

During the three months ended March 31, 2011, our general and administrative
expenses decreased over the three months ended March 31, 2010, primarily due to
decreases in professional fees.

NINE MONTHS ENDED MARCH 31, 2011 AND 2010

Our operating results for the nine months ended March 31, 2011 and 2010 are
summarized as follows:

                                                     Nine Months Ended
                                                         March 31,
                                                2011                   2010
                                             ----------             ----------

Revenue                                      $      Nil             $      Nil
Bank charges and interest                    $      Nil             $       95
Filing and transfer agent fees               $      547             $    4,471
Professional fees                            $   18,030             $  613,354
Office expenses and other                    $   13,414             $   11,621
Travel and entertainment                     $   13,706             $   31,415
Write down of asset                          $      Nil             $  (45,938)
Net Loss / (Recovery)                        $  (45,697)            $ (615,018)


GENERAL AND ADMINISTRATIVE EXPENSES

During the nine months ended March 31, 2011, our general and administrative
expenses decreased over the nine months ended March 31, 2010, primarily due to
decreases in professional fees and travel and entertainment.

LIQUIDITY AND FINANCIAL CONDITION

As of March 31, 2011, our total current assets were $109,700 and our total
current liabilities were $196,341 and we had a working capital deficit of
$86,641. Our financial statements report a net loss of $45,697 for the nine
months ended March 31, 2011, and a net loss of $1,126,641 for the period from
August 18, 2003 (date of inception) to March 31, 2011.

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.

                                       12
<PAGE>
CASH FLOWS

                                                      At                 At
                                                   March 31,          March 31,
                                                     2011               2010
                                                   --------           --------

Net Cash (Used in) Operating Activities            $ (46797)          $(55,044)
Net Cash Used In Investing Activities              $    Nil           $ (2,030)
Net Cash Provided by Financing Activities          $ 45,697           $(54,076
Increase (Decrease) In Cash                        $    Nil           $ (1,062)

We had cash in the amount of $Nil as of March 31, 2011 and as of March 31, 2010.
We had a working capital deficit of $86,641 as of March 31, 2011 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.

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.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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.

                                       13
<PAGE>
The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion that 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, 2011 a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.

BASIC AND DILUTED LOSS PER SHARE

Our company computes loss per share in accordance with ASC 105 which requires
presentation of both basic and diluted earnings per share on the face of the
statement of operations. Basic loss per share is computed by dividing net loss
available to common shareholders by the weighted average number of outstanding
common shares during the period. Diluted loss per share gives effect to all
dilutive potential common shares outstanding during the period. Dilutive loss
per share excludes all potential common shares if their effect is anti-dilutive.

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.

                                       14
<PAGE>
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 (our principal executive
officer) and our chief financial officer (our principal financial officer and
principle accounting officer) to allow for timely decisions regarding required
disclosure.

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
(our principal executive officer) and our chief financial officer (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 March 31, 2011 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".

                                       15
<PAGE>
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.

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,

                                       16
<PAGE>
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.

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)

                                       17
<PAGE>
Exhibit
Number                           Description
------                           -----------

(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.

                                       18
<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 12, 2011               /s/ Veryl Norquay
                                 -----------------------------------------------
                                 Veryl Norquay
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)


Date: May 12, 2011               /s/ Andrew Buchholz
                                 -----------------------------------------------
                                 Andrew Buchholz
                                 Chief Financial Officer and Director
                                 (Principal Financial Officer and Principal
                                 Accounting Officer)


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