U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                      For Quarter Ended: September 30, 2005

                         Commission File Number: 0-29545

                            WESTERN TRANSITIONS, INC.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

                                     Nevada
                                     ------
         (State or other jurisdiction of incorporation or organization)

                                   86-0972630
                                   ----------
                        (IRS Employer Identification No.)

                         2140 West Charleston Boulevard
                                     Suite B
                               Las Vegas, NV 89102
                               -------------------
                    (Address of principal executive offices)

                                 (702) 382-5498
                                 --------------
                           (Issuer's Telephone Number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days:
Yes   X   No     .
    ----     ----

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

The number of shares of the  registrant's  only class of common stock issued and
outstanding,  as of November  21, 2005:  13,272,127  shares of Common Stock were
issued and outstanding.


<PAGE>



                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

                            WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)

                                                   September 30,   December 31,
                                                       2005            2004
                                                   ------------    ------------

Assets:                                            $         --    $         --
                                                   ============    ============

Liabilities - Accounts Payable                     $      1,118    $        818
                                                   ------------    ------------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 13,452,000 Shares at September 30,
    2005 and 1,000,000 at December 31, 2004              13,452           1,000
  Paid-In Capital                                         3,588           3,588
  Retained Deficit                                       (1,200)         (1,200)
  Deficit Accumulated During the
    Development Stage                                   (16,958)         (4,206)
                                                   ------------    ------------

     Total Stockholders' Equity                          (1,118)           (818)
                                                   ------------    ------------

     Total Liabilities and
       Stockholders' Equity                        $         --    $         --
                                                   ============    ============


                             See accompanying notes.

                                       F-1

                                                                               2

<PAGE>

                            WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                                    Cumulative
                                                                   since October
                                                                     20, 1999
                                                                    Inception
                       For the nine months   For the three months       of
                       ended September 30,    ended September 30,   development
                               2005                  2005              stage
                       -------------------   --------------------   -----------

Revenues:              $                 -   $                  -   $        --

Expenses:                                -                      -         4,506
                       -------------------   --------------------   -----------

     Net Loss          $                 -   $                  -   $    (4,506)
                       ===================   ====================   ===========

Basic & Diluted
     loss  per share   $                 -   $                  -   $        --
                       ===================   ====================   ===========





                             See accompanying notes.

                                       F-2

                                                                               3

<PAGE>

<TABLE>
                            WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>
                                                                             Cumulative
                                                                            since October
                                                                              20, 1999
                                                For the nine months ended   Inception of
                                                       September 30,         Development
                                                           2005                 Stage
                                                -------------------------   ------------
<S>                                             <C>                         <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss                                        $                       -   $     (4,506)
Increase (Decrease)in Accounts Payable                                  -            918
                                                -------------------------   ------------
  Net Cash Used in operating activities                                 -         (3,588)
                                                -------------------------   ------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
  Net cash provided by investing activities                             -              -
                                                -------------------------   ------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder                                      -          3,588
                                                -------------------------   ------------
  Net Cash Provided by Financing Activities                             -          3,588
                                                -------------------------   ------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                             -              -
Cash and Cash Equivalents
  at Beginning of Period                                                -              -
                                                -------------------------   ------------
Cash and Cash Equivalents
  at End of Period                              $                       -   $          -
                                                =========================   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest                                      $                       -   $          -
  Franchise and income taxes                    $                       -   $        500

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:  None
</TABLE>

                             See accompanying notes.

                                       F-3

                                                                               4

<PAGE>

                            WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED September 30, 2005 AND 2004
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of accounting policies for Western  Transitions,  Inc., Formerly In
Full  Affect,  Inc. (a  development  stage  company) is  presented  to assist in
understanding  the  Company's  financial  statements.  The  accounting  policies
conform to generally accepted  accounting  principles and have been consistently
applied in the preparation of the financial statements.

Going Concern
-------------

The  accompanying  financial  statements  have been prepared in Conformity  with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates the Company as a going concern.  However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working  capital in its operations.  Realization of the assets  reflected on the
accompanying balance sheet is dependent upon continued operations of the Company
which,  in turn, is dependent  upon the Company's  ability to meet its financing
requirements  and succeed in its future  operations.  Management  believes  that
actions  presently  being taken to revise the Company's  operating and financial
requirements  provide them with the opportunity for the Company to continue as a
going concern.

Interim Reporting
-----------------

The  unaudited  financial  statements  as of September 30, 2005 and for the nine
month period then ended reflect,  in the opinion of management,  all adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position and results of operations  for the three  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

Organization and Basis of Presentation
--------------------------------------

The  Company was  incorporated  under the laws of the State of Nevada on July 2,
1997. The Company ceased all operating activities during the period from July 2,
1997 to October 20, 1999 and was considered dormant. Since October 20, 1999, the
Company is in the development  stage,  and has not commenced  planned  principal
operations.

                                       F-4

                                                                               5

<PAGE>

                            WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE NINE MONTHS ENDED September 30, 2005 AND 2004 (Continued)
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On May 16,  2005,  the  Company  merged  with In Full  Affect,  Inc.,  a Wyoming
corporation,   with  the  Company  as  the  surviving   entity.  In  the  merger
transaction,  the common shareholders of In Full Affect, Inc. received one share
of the common stock of the Company for each common share outstanding, a total of
452,000  common  shares,  and ten common shares of the Company for each share of
preferred stock of In Full Affect, Inc. then outstanding,  a total of 12 million
common shares of the Company. As a result, there are 13,272,127 common shares of
the Company now outstanding.

Nature of Business
------------------

The Company has no products or services as of September  30,  2005.  The Company
was organized as a vehicle to seek merger or acquisition candidates. The Company
intends to acquire  interests in various  business  opportunities,  which in the
opinion of management will provide a profit to the Company.

Loss per Share
--------------

The  reconciliations  of the numerators and  denominators  of the Basic loss per
share computations are as follows:

                                Income            Shares       Per Share
                              (Numerator)     (Denominator)      Amount
                             --------------------------------------------
                             For the nine months ended September 30, 2005
                                         BASIC LOSS PER SHARE

Loss to common shareholders  $         -       13,272,127      $        -
                             ===========       ==========      ==========

                             For the nine months ended September 30, 2004
                                         BASIC LOSS PER SHARE

Loss to common shareholders  $         -        1,000,000      $        -
                             ===========       ==========      ==========

The effect of outstanding  common stock  equivalents  would be anti-dilutive for
September 30, 2005 and 2004 and are thus not considered.

                                       F-5

                                                                               6
<PAGE>

                            WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE NINE MONTHS ENDED September 30, 2005 AND 2004 (Continued)
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents
-------------------------

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt instruments  purchased with a maturity of three months or less to be
cash  equivalents  to the  extent  the funds are not being  held for  investment
purposes.

Pervasiveness of Estimates
--------------------------

The preparation of financial  statements in conformity  with Generally  accepted
accounting principles required management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Concentration of Credit Risk
----------------------------

The Company has no significant  off-balance-sheet  concentrations of credit risk
such as foreign exchange  contracts,  options contracts or other foreign hedging
arrangements.

NOTE 2 - INCOME TAXES

As of September 30, 2005, the Company had a net operating loss  carryforward for
income tax reporting purposes of approximately $5,500 that may be offset against
future taxable income through 2021.

Current tax laws limit the amount of loss  available to be offset against future
taxable income when a substantial  change in ownership  occurs.  Therefore,  the
amount available to offset future taxable income may be limited.  No tax benefit
has been  reported in the  financial  statements,  because the Company  believes
there  is a  50%  or  greater  chance  the  carryforwards  will  expire  unused.
Accordingly,  the potential tax benefits of the loss carryforwards are offset by
a valuation allowance of the same amount.

                                       F-6

                                                                               7

<PAGE>

                            WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE NINE MONTHS ENDED September 30, 2005 AND 2004 (Continued)
                                   (Unaudited)

NOTE 3 - DEVELOPMENT STAGE COMPANY

The  Company  has  not  begun  principal  operations  and  as is  common  with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS

As of September 30, 2005,  all  activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the Company for the use of these facilities and
there are no commitments for future use of the facilities.


                                       F-7

                                                                               8

<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following  discussion  should be read in conjunction with our financial
statements and notes thereto included herein. In connection with, and because we
desire  to take  advantage  of,  the "safe  harbor"  provisions  of the  Private
Securities  Litigation  Reform Act of 1995, we caution readers regarding certain
forward  looking  statements in the following  discussion  and elsewhere in this
report and in any other  statement made by, or on our behalf,  whether or not in
future  filings with the  Securities  and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any  forward-looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

OVERVIEW

     Western Transitions,  Inc., ("we, "us," "our," or the "Company"),  a Nevada
corporation,  was  incorporated  on  July  2,  1997.  We  ceased  all  operating
activities  during the period  from July 2, 1997 to October 20, 1999 and we were
considered  dormant.  Since  October 20, 1999,  we have been in the  development
stage, and have not commenced planned principal  operations.  We are currently a
shell company whose purpose is to acquire  operations  through an acquisition or
merger  or to  begin  its  own  start-up  business.  We are in  the  process  of
attempting  to  identify  and  acquire a  favorable  business  opportunity.  Our
management has reviewed and evaluated a number of business ventures for possible
acquisition or participation by us. We have not entered into any agreement,  nor
do we have any commitment or  understanding to enter into or become engaged in a
transaction as of the date of this filing. The Company continues to investigate,
review,  and evaluate  business  opportunities as they become available and will
seek to acquire  or become  engaged in  business  opportunities  at such time as
specific opportunities warrant.

     In this regard, effective November 10, 2005, we signed a non-binding letter
of  intent  with  Gotaplay  Interactive,  Inc.,  a Nevada  corporation  based in
Seattle,  Washington,  to  acquire  all of the  outstanding  shares of  Gotaplay
Interactive  in exchange  for the  issuance of  17,020,000  shares of our common
stock, representing approximately 55% of our common shares outstanding after the
acquisition. The terms of the letter of intent and the proposed transaction were
reported in our Form 8-K report filed with the SEC on November 10, 2005.

                                                                               9
<PAGE>

     On  May  16,  2005,  we  merged  with  In  Full  Affect,  Inc.,  a  Wyoming
corporation. We were the surviving entity. In the merger transaction, the common
shareholders of In Full Affect,  Inc. received one share of our common stock for
each common share  outstanding (a total of 452,000 common shares) and ten of our
common  shares for each share of preferred  stock of In Full Affect,  Inc.  then
outstanding  (a  total  of 12  million  common  shares).  As a  result,  we  had
13,452,000 common shares outstanding after the merger. Following the merger, our
common  shares  were  listed  for  trading on the Pink  Sheets  under the symbol
"WTTN."

Results of Operations

     Comparison  of  Results of  Operations  for the nine  month  periods  ended
September 30, 2005 and 2004

     We generated no revenues  during the nine month periods ended September 30,
2005 and 2004,  and it is not  anticipated  that we will be able to generate any
revenues in the foreseeable  future unless we engage in a business  combination,
as described herein. We had no costs of sales.

     We incurred no expenses  during our nine-month  periods ended September 30,
2005 or 2004. Because we did not generate revenues during the nine-month periods
ended September 30, 2005 and 2004, the following is our Plan of Operation.

PLAN OF OPERATION

     We intend to seek to acquire assets or shares of an entity actively engaged
in business that generates revenues, in exchange for its securities.  We have no
particular  acquisitions  in mind  but as of the  date of this  Report,  we have
entered into various  discussions  regarding  such a business  combination,  but
there is no  definitive  agreement  with any third  party as of the date of this
Report.

     We have no full time paid  employees.  Our sole  officer and  director  has
agreed to allocate a large  portion of his time to our business  activities.  He
anticipates  that our business plan can be  implemented  by his devoting a great
deal of time per month to our business affairs.

                                                                              10
<PAGE>

General Business Plan

     Our purpose is to seek,  investigate and, if such  investigation  warrants,
acquire an  interest  in business  opportunities  presented  to us by persons or
firms who or which desire to seek the  perceived  advantages  of an Exchange Act
registered, trading corporation. We will not restrict our search to any specific
business,  industry,  or  geographical  location  and  we may  participate  in a
business  venture  of  virtually  any kind or  nature.  This  discussion  of the
proposed business is purposefully  general and is not meant to be restrictive of
our  virtually  unlimited  discretion  to search  for and enter  into  potential
business   opportunities.   Management  anticipates  that  we  may  be  able  to
participate  in only one  potential  business  venture  because we have  nominal
assets  and  limited  financial  resources.  See  "PART  I,  Item 1 -  Financial
Statements."  This lack of  diversification  should be  considered a substantial
risk to our  shareholders  because  it will not  permit us to  offset  potential
losses from one venture against gains from another.

     We may seek a  business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

     We  anticipate  that the  selection of a business  opportunity  in which to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

     We have,  and will continue to have, a limited amount of capital with which
to provide the owners of business  opportunities  with any  significant  cash or
other assets.  However,  management  believes we will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered,  trading company without  incurring the cost
and time  required  to  conduct an initial  public  offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection with  acquisition of a business  opportunity,  including the
costs of  preparing  Form  8-K's,  10-K's or  10-KSB's,  agreements  and related
reports  and  documents.  The  Securities  Exchange  Act of 1934  (the "34 Act")
specifically  requires that any merger or acquisition  candidate comply with all

                                                                              11
<PAGE>


applicable  reporting  requirements,  which include  providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act.  Nevertheless,  our officers and directors have not conducted market
research and are not aware of statistical  data that would support the perceived
benefits  of a merger or  acquisition  transaction  for the owners of a business
opportunity.

     The analysis of new business  opportunities will be undertaken by, or under
the  supervision  of, our officers and directors,  none of who is a professional
business analyst.  Management intends to concentrate on identifying  preliminary
prospective  business  opportunities  that may be  brought  to  their  attention
through  present  associations  of  our  officers  and  directors,   or  by  our
shareholders.  In analyzing prospective business opportunities,  management will
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated  to impact our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
of acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  Our officers and directors  expect to meet  personally  with
management  and key  personnel  of the  business  opportunity  as part of  their
investigation.  To the extent possible, we intend to utilize written reports and
personal  investigation  to evaluate the above  factors.  We will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

     Management, while not especially experienced in matters relating to our new
business,  shall rely upon their own efforts and, to a much lesser  extent,  the
efforts of our shareholders,  in accomplishing our business purposes.  It is not
anticipated  that we  will  utilize  any  outside  consultants  or  advisors  to
effectuate our business purposes described herein. However, if we do retain such
an outside consultant or advisor, any cash fee earned by such party will need to
be  paid by the  prospective  merger/acquisition  candidate,  as we have no cash
assets  with  which to pay such  obligation.  There  have been no  contracts  or
agreements with any outside consultants and none are anticipated in the future.

     We will not  restrict our search for any  specific  kind of firms,  but may
acquire a venture that is in its  preliminary  or  development  stage,  which is
already in operation,  or in essentially  any stage of its corporate life. It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

                                                                              12
<PAGE>

Acquisition of Opportunities

     In implementing a structure for a particular business  acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing  agreement  with another  corporation  or entity.  We may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of our Company. In addition,  our directors may, as part of the terms of
the acquisition  transaction,  resign and be replaced by new directors without a
vote of our shareholders.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it  will  be  undertaken  by the  surviving  entity  after  we  have
successfully consummated a merger or acquisition and we are no longer considered
a "shell"  company.  Until  such time as this  occurs,  we will not  attempt  to
register  any  additional  securities.  The issuance of  substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future, if such a market develops, of which there is no assurance.

     As part of our investigation, our officer and director will meet personally
with management and key personnel,  may visit and inspect  material  facilities,
obtain  independent  analysis of verification of certain  information  provided,
check  references of management  and key  personnel,  and take other  reasonable
investigative  measures,  to the extent of our limited  financial  resources and
management expertise.  The manner in which we participate in an opportunity will
depend on the nature of the opportunity,  the respective needs and desires of us
and  other  parties,   the  management  of  the  opportunity  and  our  relative
negotiation strength and such other management.

     With respect to any merger or acquisition, negotiations with target company
management  is  expected  to focus on the  percentage  of stock which the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets  and  liabilities,  our  shareholders  will  in  all  likelihood  hold  a
substantially  lesser  percentage  ownership  interest  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target  company with  substantial  assets.  Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

                                                                              13
<PAGE>

     We will  participate in a business  opportunity  only after the negotiation
and  execution of  appropriate  written  agreements.  Although the terms of such
agreements  cannot be predicted,  generally  such  agreements  will require some
specific  representations  and  warranties by all of the parties  thereto,  will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated  with our  attorneys  and  accountants,  will set forth  remedies  on
default and will include miscellaneous other terms.

     As stated  hereinabove,  we will not acquire or merge with any entity which
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction.  We are subject to all
of the  reporting  requirements  included  in  the 34  Act.  Included  in  these
requirements  is the  affirmative  duty to file  independent  audited  financial
statements as part of our Form 8-K to be filed with the  Securities and Exchange
Commission upon consummation of a merger or acquisition,  as well as our audited
financial  statements  included  in its annual  report on Form  10-KSB.  If such
audited  financial  statements  are not  available  at  closing,  or within time
parameters  necessary to insure our compliance  with the  requirements of the 34
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of our present  management.  If such transaction is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2005, we had no available cash.

     We have been able to limit our general and administrative  expenses through
services provided by our current and former management on a cost free basis. Our
principal place of business has also been provided on a rent free basis.

     Management  believes that we have sufficient  funds to continue  operations
through the foreseeable  future.  Relevant thereto,  and subsequent to September
30, 2005, the date of this report,  we have undertaken a private offering of our
securities.  Specifically,  we intend to sell up to $400,000 in units, each unit
consisting  of one share of our common stock and one half common stock  purchase
warrant,  exercisable  to purchase  one share of our common stock at an exercise
price of $1.50,  exercisable  for a period of one year,  unless  extended by our
Board of Directors, in its sole discretion.  As of the date hereof, we have sold
an  aggregate  of  200,000  Units for  aggregate  proceeds  of  $200,000.  It is
anticipated  that we will  continue  to  incur  expenses  without  corresponding
revenues during the foreseeable future,  until such time as we are successful in
merging with or acquiring assets of a third party.

                                                                              14
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We have  identified  critical  accounting  policies  that,  as a result  of
judgments,   uncertainties,   uniqueness  and  complexities  of  the  underlying
accounting standards and operations involved could result in material changes to
our financial  position or results of operations  under different  conditions or
using different assumptions. The most critical accounting policies and estimates
are:

     >    The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date  of the  financial  statements  and the
          reported amounts of revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

     >    Fair  value of  instruments.  Our  financial  instruments  consist  of
          accounts  receivable,  accounts  payable and long term debt.  The fair
          value of financial instruments approximate their recorded values. Fair
          value of loans payable to  stockholders  and balances of bank lines of
          credit, in the circumstances, are not reasonably determinable.

     Details  regarding our use of these policies and the related  estimates are
described in the accompanying  consolidated financial statements as of September
30, 2005 and 2004.  During the nine month period ended September 30, 2005, there
have been no material changes to our critical  accounting policies that impacted
our consolidated financial condition or results of operations.

Inflation

     Although  management believes that our operations are influenced by general
economic  conditions,  we do not believe that inflation had a material effect on
the results of operations during the nine-month period ended September 30, 2005.

ITEM 3. CONTROLS AND PROCEDURES

     Within 90 days prior to the date of filing of this quarterly report on Form
10-QSB,   we  carried  out  an  evaluation,   under  supervision  and  with  the
participation of our sole officer and director (the "Certifying Officer") of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our
Certifying  Officer  concluded that our  disclosure  controls and procedures are

                                                                              15
<PAGE>

effective in timely alerting him to material information relating to us required
to be included  in our  periodic  SEC  filings.  Subsequent  to the date of that
evaluation,  there have been no changes in internal controls or in other factors
that could  significantly  affect  internal  controls,  nor were any  corrective
actions   required  with  regard  to  significant   deficiencies   and  material
weaknesses.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS. - None

ITEM 2.  CHANGES IN SECURITIES

     We did not issue any shares of our  common  stock  during  the  three-month
period ended September 30, 2005.

Subsequent Event

     In  November  2005,  we  undertook a private  offering  of our  securities.
Specifically, we intend to sell up to $400,000 in units, each unit consisting of
one  share of our  common  stock and one half  common  stock  purchase  warrant,
exercisable  to purchase one share of our common  stock at an exercise  price of
$1.50,  exercisable  for a period of one year,  unless  extended by our Board of
Directors,  in its sole  discretion.  As of the  date  hereof,  we have  sold an
aggregate of 200,000 Units for aggregate proceeds of $200,000.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

     No matters were submitted to our shareholders for their approval during the
three-month period ended September 30, 2005.

ITEM 5.  OTHER INFORMATION - NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits

         31      Certification of President/Treasurer Pursuant to Section 302 of
                 the Sarbanes-Oxley Act of 2002.

         32      Certification of President/Treasurer Pursuant to Section 906 of
                 the Sarbanes-Oxley Act of 2002.

                                                                              16
<PAGE>

     (b) Reports on Form 8-K

     On November 10, 2005,  we filed a report on Form 8-K,  advising that we had
signed a non-binding letter of intent to acquire Gotaplay Interactive, Inc.

     On October 18, 2005, we filed a report on Form 8-K,  advising of the change
in management and control of our Company.

                                                                              17

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: November 22, 2005                WESTERN TRANSITIONS, INC.
                                        (Registrant)



                                        By:      s/Alex Zukovs
                                           -------------------------------------
                                           Alex Zukovs, President, Secretary and
                                           Treasurer



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