SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 2, 2010
Winchester International Resorts Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-144493 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1802 North Carson Street, Suite 108, Carson City, Nevada 89701
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
61 Cimarron Meadows Cres. Okotoks, Alberta Canada T1S 1T1
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 2, 2010, we entered into a merger agreement with Lake W Holdings
Inc. and it sole shareholder, Northstar Global GT. Lake W Holdings is a Colorado
corporation that holds certain mineral claims in Nevada and California.
The following is a brief description of certain of the terms and conditions of
the merger agreement that are material to us:
1. The resulting company's share structure shall be amended so as to
provide for both common stock and two classes of preferred stock, one
with super voting rights and the other with such rights and
restrictions as may be set by the board of directors. The super voting
preferred stock is to be issued on the effectiveness of the merger.
2. Our company will be re-domiciled to become a Wyoming corporation and
our name is to be changed Winchester Resources Inc.
3. Upon closing of the merger, current Lake W shareholders will own 90%
of the resulting company with our current shareholders owning the
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
The merger agreement is attached as Exhibit 10.1 to this Current Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Agreement and Plan of Merger (with additional terms and conditions) with
Lake W Holdings Inc. and Northstar Global GT dated September 2, 2010.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WINCHESTER INTERNATIONAL RESORTS INC.
/s/ Veryl Norquay
Date: September 9, 2010