Winchester International Resorts, Inc. (fka WNCH)

[db7]

from 10Q, "On September 2, 2010, we entered into a merger agreement with Lake W Holdings
Inc. and its sole shareholder, Northstar Global GT. Lake W Holdings is a
Colorado corporation that holds certain mineral claims in Nevada and California.

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

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

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

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

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

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