UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-50477
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form 10-D
|_| Form N-SAR |_| Form N-CSR
For the Period Ended: November 30, 2006
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Manchester Inc.
Full Name of Registrant
N/A
Former Name, if Applicable
100 Crescent Court, 7th Floor
Dallas, Texas 75201
Address of Principal Executive Office (Street and Number)
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PART II
RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
On October 4, 2006, Manchester Inc. (the "Company") entered into two agreements
for the acquisition of a Buy-Here/Pay-Here used car sales enterprise. The
transaction consisted of the acquisition of Nice Cars, Inc., a Buy-Here/Pay-Here
car sales company and Nice Cars Capital Acceptance Corporation, an affiliate
credit acceptance company. The Company filed a Form 8-K on October 11, 2006 with
the U.S. Securities and Exchange Commission which contained detailed information
and disclosures with respect to the acquisition of the Nice Cars companies,
including audited financial statements and pro forma financial statements
pertaining to the acquired companies.
The integration of the Nice Cars, Inc. and Nice Cars Capital Acceptance
Corporation operations into the Company has caused the Company to experience
delays in the preparation of its Report on Form 10-K. The Company intends to
file the Form 10-K in a timely manner within the extension time period provided
under Rule 12(b)(25) promulgated under the Securities Exchange Act of 1934, as
amended.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Richard D. Gaines: (570) 857-1028.
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
Explanation: As of the end of the corresponding period of the last fiscal year,
the Company was a shell company. The Company's results of operations will now
reflect the acquisition of Nice Cars, Inc. and Nice Cars Capital Acceptance
Corporation. The extent of the quantitative and qualitative changes expected to
be reported by the registrant in the annual report on Form 10-K are set forth in
the Form 8-K filed on October 11, 2006 with the U.S. Securities and Exchange
Commission which is incorporated herein by reference thereto.
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Manchester Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned,
thereunto duly authorized.
By: /s/ Richard Gaines
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Name: Richard D. Gaines
Title: Corporate Secretary and Director
Dated: February 14, 2007
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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