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

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


               DATE OF EARLIEST REPORTED EVENT - FEBRUARY 21, 2006


                                 MANCHESTER INC.
             (Exact name of Registrant as specified in its charter)



            NEVADA                  333-102740                98-0380409
            ------                  ----------                -----------
(State or other jurisdiction       (Commission               (IRS Employer
     of incorporation)              File Number)          Identification Number)


                          100 Crescent Court, 7th Floor
                               Dallas, Texas 75201
                    (Address of principal executive offices)

                                 (866) 230-1805
              (Registrant's telephone number, including area code)

                                       N/A
          (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
following provisions:

| |   Written communications pursuant to Rule 425 under the Securities Act

| |   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

| |   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act

| |   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act


<PAGE>



ITEM 5.02: DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS.


Manchester, Inc. (the "Company") has appointed Mr. Richard D. Gaines, Esq., to
the Board of Directors in addition to his position as Corporate Secretary. In
addition, Mr. Paul Minichiello has resigned as a director and officer. Mr.
Norman R. Thoennes, CPA, has agreed to become a director and CEO as soon as
adequate directors and officers insurance is in place. In the interim, Mr.
Thoennes will continue to act as a consultant to the Company and assist it in
its effort to acquire and expand "Buy-Here Pay-Here" auto dealers. Manchester,
Inc. is completing the appropriate insurance applications and expects to submit
them shortly.


Mr. Gaines has been engaged in the private practice of law under the name of
Richard D. Gaines & Associates, P.C. since 1986. From 1973 to 1985, he was an
Associate and Partner (1975 to 1985) in the New York office of Fenwick & West.
He received his B.A. from the University of Michigan in 1966 and his J.D. from
Harvard Law School in 1969. He has experience and expertise in contract
litigation of all types, stock holder appraisal action, securities litigation
under Rule 10b 5; employee terminations, dealer terminations, discrimination
litigation of various types, unfair competition, sex and race discrimination
cases and arbitration proceedings involving some of the above types of claims.
In addition, he has experience and expertise in mergers and acquisitions of
public and private companies, private placements of debt and equity, general and
limited partnership agreements, leveraged buyouts, divestitures of facilities
and divisions, financings, trademark licensing and the licensing of other
intellectual property; advising with respect to, and structuring, distributor
networks for manufacturing and wholesale companies; advising on all phases of
corporate activities, including employment agreements, personnel related
problems, pension and profit sharing plans.


Mr. Thoennes is a senior financial executive with extensive experience in
building strong accounting, treasury, tax and internal audit departments for
multiple diversified corporations. His strong management, communication and
presentation skills have given him a successful track record in large
conglomerates and medium and small organizations establishing banking
relationships and working closely with the outside investment community. He has
a strong background in financial planning and forecasting, as well as internal
and external financial reporting and GAAP accounting. Mr. Thoennes has
successfully streamlined and restructured corporate operations and information
systems, resulting in significant annual cost savings. Among his former
positions, he was CFO of Hill Development Corporation in Dallas, a $200 million
land development and holding company and a subsidiary of Hunt Petroleum
Corporation, from 2001-2004. Prior to that, he spent 10 years at Davoil, a $300M
holding company with principal interests in oil and gas, as Vice
President-Controller and Information Systems, where he directed the Company's
worldwide internal audit function and developed, coordinated, and managed all
domestic and international annual, strategic, and tax planning functions. There,
he demonstrated an excellent knowledge of GAAP accounting and SEC reporting
requirements.




                                      # # #

                                      -2-
<PAGE>



                                   SIGNATURES

      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, thereunto duly authorized.


                                             MANCHESTER INC.
Dated:            February 27, 2006


                                              By: /s/ Richard D. Gaines
                                                  ------------------------------
                                                  Name:   Richard D. Gaines
                                                  Title:  Secretary




                                      -3-
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               DATE OF EARLIEST REPORTED EVENT - FEBRUARY 21, 2006

                                 MANCHESTER INC.
             (Exact name of Registrant as specified in its charter)

            NEVADA                  333-102740                98-0380409
            ------                  ----------                -----------
(State or other jurisdiction       (Commission               (IRS Employer
     of incorporation)              File Number)          Identification Number)

                          100 Crescent Court, 7th Floor
                               Dallas, Texas 75201
                    (Address of principal executive offices)

                                 (866) 230-1805
              (Registrant's telephone number, including area code)

                                       N/A
          (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
following provisions:

| |   Written communications pursuant to Rule 425 under the Securities Act

| |   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

| |   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act

| |   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act
ITEM 5.02: DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS.

Manchester, Inc. (the "Company") has appointed Mr. Richard D. Gaines, Esq., to
the Board of Directors in addition to his position as Corporate Secretary. In
addition, Mr. Paul Minichiello has resigned as a director and officer. Mr.
Norman R. Thoennes, CPA, has agreed to become a director and CEO as soon as
adequate directors and officers insurance is in place. In the interim, Mr.
Thoennes will continue to act as a consultant to the Company and assist it in
its effort to acquire and expand "Buy-Here Pay-Here" auto dealers. Manchester,
Inc. is completing the appropriate insurance applications and expects to submit
them shortly.

Mr. Gaines has been engaged in the private practice of law under the name of
Richard D. Gaines & Associates, P.C. since 1986. From 1973 to 1985, he was an
Associate and Partner (1975 to 1985) in the New York office of Fenwick & West.
He received his B.A. from the University of Michigan in 1966 and his J.D. from
Harvard Law School in 1969. He has experience and expertise in contract
litigation of all types, stock holder appraisal action, securities litigation
under Rule 10b 5; employee terminations, dealer terminations, discrimination
litigation of various types, unfair competition, sex and race discrimination
cases and arbitration proceedings involving some of the above types of claims.
In addition, he has experience and expertise in mergers and acquisitions of
public and private companies, private placements of debt and equity, general and
limited partnership agreements, leveraged buyouts, divestitures of facilities
and divisions, financings, trademark licensing and the licensing of other
intellectual property; advising with respect to, and structuring, distributor
networks for manufacturing and wholesale companies; advising on all phases of
corporate activities, including employment agreements, personnel related
problems, pension and profit sharing plans.

Mr. Thoennes is a senior financial executive with extensive experience in
building strong accounting, treasury, tax and internal audit departments for
multiple diversified corporations. His strong management, communication and
presentation skills have given him a successful track record in large
conglomerates and medium and small organizations establishing banking
relationships and working closely with the outside investment community. He has
a strong background in financial planning and forecasting, as well as internal
and external financial reporting and GAAP accounting. Mr. Thoennes has
successfully streamlined and restructured corporate operations and information
systems, resulting in significant annual cost savings. Among his former
positions, he was CFO of Hill Development Corporation in Dallas, a $200 million
land development and holding company and a subsidiary of Hunt Petroleum
Corporation, from 2001-2004. Prior to that, he spent 10 years at Davoil, a $300M
holding company with principal interests in oil and gas, as Vice
President-Controller and Information Systems, where he directed the Company's
worldwide internal audit function and developed, coordinated, and managed all
domestic and international annual, strategic, and tax planning functions. There,
he demonstrated an excellent knowledge of GAAP accounting and SEC reporting
requirements.

                                      # # #

                                      -2-
SIGNATURES

      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, thereunto duly authorized.

                                             MANCHESTER INC.
Dated:            February 27, 2006

                                              By: /s/ Richard D. Gaines
                                                  ------------------------------
                                                  Name:   Richard D. Gaines
                                                  Title:  Secretary

                                      -3-