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 EVENT REPORTED - ~~MAY~~SEPTEMBER 2414, 2007

MANCHESTER INC.

(Exact name of Registrant as specified in its charter)

NEVADA	000-50477	98-0380409
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification Number)

100 Crescent Court, 7^th Floor

Dallas, Texas 75201

(Address of principal executive offices)

(214) 459-3230

(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:


o	Written communications pursuant to Rule 425 under the Securities Act

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

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

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

Item 1.01: Entry into a Material Definitive Agreement.

Entry into Letter of Intent to Acquire Quick Car Credit Inc. and Texas Auto Credit Solutions Corporation

On May 25, 2007, Manchester Inc. (“Manchester”) entered into a Letter of Intent with Austin-based, Texas Buy-Here/Pay-Here used car dealer William G. Mokry to acquire two entities: (i) Quick Car Credit Inc. d/b/a Capitol Car Credit, and d/b/a Thrifty Car Sales Inc. and (ii) the related finance company Texas Auto Credit Solutions Corporation. Manchester intends to acquire these two companies from Mr. Mokry and his family and from Mr. Robert V. Neuhoff of Dallas, Texas, TX. The completion of the acquisition is subject to the final due diligence by Manchester and the approval of purchase agreements. Manchester intends to close this transaction within the next 30 to 60 days. Capitol Car Credit presently operates four retail facilities throughout the metro Austin area. Mr. Mokry and his sons founded Capitol Car Credit in 1997.

Entry into Stock Purchase Agreement to acquire JC Wink Inc.

On May 30, 2007, Manchester and its wholly-owned acquisition subsidiary Manchester Texas Operations, Inc. (the “Purchaser”) entered into a Stock Purchase Agreement, pursuant to which the Purchaser will acquire all of the issued and outstanding stock of JC Wink Inc. d/b/a Americars, from John C. Winkler, the sole stockholder of JC Wink Inc. (the “Seller”). JC Wink Inc. is a Buy-Here/Pay Here used car sales company which operates in San Antonio, Texas. Subject to the completion of certain closing conditions, at the closing date of this acquisition (the “Closing Date”) the Purchaser will pay an amount equal to the difference between 80% of the aggregate net value of certain receivables of JC Wink Inc. and $500,000. The Purchaser will assume any and all liability for certain debts of JC Wink Inc. JC Wink Inc. will secure from its current lenders agreements to subordinate their debt and their security interest(s) in any and all of JC Wink Inc.’s assets to the priority of Manchester’s lender.

Item 8.01: Other Events.

~~Settlement~~Entry ~~Agreement~~into ~~with~~Letter ~~Lancelot~~of ~~Investors~~Intent ~~Fund,~~to ~~L.P.~~Acquire Discovery Byrider and Brightstar Financial

On ~~November~~September 2914, ~~2006~~2007, ~~Lancelot~~Manchester ~~Investors Fund, L~~Inc.P. (~~the~~ “~~Lancelot Fund~~Manchester”) ~~brought suit~~entered ~~against~~into ~~Manchester~~a inLetter ~~the Cook County Circuit Court (located in Cook~~of ~~County,~~Intent ~~Illinois)~~with ~~seeking~~Jacksonville ~~more~~area ~~than~~based ~~$1.8~~Buy-Here/Pay-Here ~~million~~used incar ~~damages. On November 29~~dealers, ~~2006,~~ ~~Manchester brought suit against the Lancelot Fund seeking the return~~James ~~of the~~Thompson ~~unused~~and ~~portion~~James ofKagiliery, ~~an expense deposit paid~~ to ~~the~~acquire ~~Lancelot~~eight ~~Fund~~entities: in(i) ~~the~~Discovery ~~amount~~Byrider, ~~of $175,010~~Inc.~~94.~~, ~~Subsequent~~(ii) toOverdrive ~~the filing of the two lawsuits~~Systems, ~~additional claims and counterclaims related to Manchester were asserted against other parties unrelated to Manchester~~Inc., on(iii) ~~the~~Brightstar ~~one~~Financial ~~hand~~Group, ~~and the Lancelot Fund and certain~~Inc., of(iv) ~~its~~Drivestar ~~affiliated~~Financial ~~entities~~Group, ~~Lancelot Investment Management~~Inc., ~~L.L.C.;~~(v) ~~Surge~~Drivestar ~~Capital and~~Financial ~~Surge Capital~~ II, ~~LLC~~Inc., (~~the Lancelot Fund and its four affiliated entities,~~vi) ~~collectively,~~Overdrive ~~the~~Systems ~~“Lancelot Parties”)~~II, ~~on the other hand~~Inc., By(vii) aTicket ~~confidential agreement~~2 ~~entered~~Drive, ~~into on May 24~~Inc., ~~2007~~ and ~~retroactively~~(viii) ~~effective as of May 7~~Mytac, 2007, a settlement was reached between Manchester and all its subsidiaries and certain other parties unrelated to Manchester and the Lancelot Parties pursuant to which all claims and potential claims among the parties have been settledInc.

Manchester intends to acquire these companies from Mr. Thompson, Mr. Kagiliery and other shareholders. The consummation of the acquisition is subject to (i) final due diligence by Manchester, (ii) execution of a definitive purchase agreement, (iii) approval of Manchester’s credit provider, and (iv) exercise or waiver of a right of first refusal held by a third party.

Mr. Thompson and Mr. Kagiliery operate eight dealerships throughout Florida and Georgia and are currently selling over 3,000 vehicles per year. They will continue to manage the dealerships’ day-to-day operations following the acquisition. Both Mr. Thompson and Mr. Kagiliery have been principals in the Buy-Here/Pay-Here industry for more than seven years as heads of Discovery Byrider, Inc. and Brightstar Financial Group, Inc.

Entry into Letter of Intent to Acquire Value System, Inc. and MVP Finance, Inc.

On September 14, 2007, Manchester entered into a Letter of Intent with Southern Indiana area based Buy-Here/Pay-Here used car dealers, Chris Hadley, James Hadley and other shareholders to acquire Value System, Inc. and MVP Finance, Inc. The Hadley family has been active in the automotive industry for over 30 years and Chris Hadley has been in the Buy-Here/Pay-Here business as President and CEO of Value System, Inc. and MVP Finance, Inc. for over 13 years. The consummation of the acquisition is subject to The consummation of the acquisition is subject to (i) final due diligence by Manchester, (ii) execution of a definitive purchase agreement, (iii) approval of Manchester’s credit provider, and (iv) exercise or waiver of a right of first refusal held by a third party.

The companies being acquired operate three dealerships in Florence, Kentucky, Madison, Indiana and Nashville, Tennessee. These companies generate over $20 million annually in sales and have a notes receivable portfolio in excess of $23 million. Chris Hadley and his management team will continue to supervise the dealerships’ day-to-day operations following the acquisition.

Entry into Letter of Intent to Acquire C & S Orlando, Inc., C & S Finance Orlando, Inc.

On September 14, 2007, Manchester entered into a Letter of Intent with Orlando, Florida area based Buy-Here/Pay-Here used car dealers, Marc Davis and Mark Allen to acquire C & S Orlando, Inc. and C & S Finance Orlando, Inc. (collectively “C & S Orlando”). Mr. Davis had been in the automotive business for over 40 years. Prior to becoming involved in the Buy-Here/Pay-Here business he had been in the new car business in various capacities, including dealer principal, for over 35 years selling vehicles including Porsche, Audi, Ferrari, Volvo, MG, Jaguar, Chevrolet, Ford Jeep and other models. Marc Davis has been in the Buy-Here/Pay-Here business for over 5 years as owner and operator of C & S Orlando, Inc. and C & S Finance Orlando, Inc. The consummation of the acquisition is subject to (i) final due diligence by Manchester, (ii) execution of a definitive purchase agreement, (iii) approval of Manchester’s credit provider, and (iv) exercise or waiver of a right of first refusal held by a third party.

C & S Orlando, which operates two lots in Orlando, Florida, generates over $11 million annually in sales and has a notes receivable portfolio of in excess of $12 million. Marc Davis will continue to direct the dealerships’ day-to- day operations following the acquisition.

Press Releases

Manchester issued a press release on ~~May~~September 2917, 2007, filed as Exhibit 99.1 hereto, ~~announcing~~ announcing Manchester’s entry into a Letter of Intent to ~~Acquire~~acquire ~~Quick Car Credit Inc. and~~Discovery ~~Texas~~Byrider ~~Auto~~and ~~Credit~~Brightstar ~~Solutions Corporation~~Financial.

Manchester issued a press release on May 31, 2007, filed as Exhibit 99.2 hereto, announcing Manchester’s entry into a Stock Purchase Agreement to acquire all of the outstanding stock of JC Wink Inc., doing business as “Americars.”

Manchester issued a press release on September 19, 2007, filed as Exhibit 99.2 hereto, announcing Manchester’s entry into a Letter of Intent to acquire Value System, Inc. and MVP Finance, Inc.

Manchester issued a press release on September 20, 2007, filed as Exhibit 99.3 hereto, announcing Manchester’s entry into a Letter of Intent to acquire C & S Orlando, Inc., C & S Finance Orlando, Inc.

Item 9.01: Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description of Exhibits

Exhibit 99.1 Press Release dated ~~May~~September 2917, 2007.

Exhibit 99.2 Press Release dated ~~May~~September 3119, 2007.

Exhibit 99.3

Press Release dated September 20, 2007.

# # #

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.
Date: May 31, 2007	By:	/s/ Richard Gaines
Date: September 21, 2007	By:	/s/ Richard Gaines
		Name: Richard Gaines Title: Executive Vice President of Corporate Development and Corporate Secretary
		Name:	Richard Gaines
		Title:	Executive Vice President of Corporate Development and Corporate Secretary

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