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

                                   FORM 10-QSB

(Mark One)
        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the quarterly period ended: June 30, 2005
                -------------------------------------------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                                  EXCHANGE ACT

For the transition period from                 to
                              --------------    -----------------

                         Commission file number 0-29545

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

                     Nevada                                 86-0972630
             (State or other jurisdiction                  (IRS Employer
         of incorporation or organization)               Identification No.)

               2920 N. Swan Road, Suite 206, Tucson, Arizona 85712
                    (Address of principal executive offices)

                                 (520) 977-9654
                            Issuer's telephone number

                               Western Transitions, Inc.

           (Former name, former address and former fiscal year, if changed
                                 since last report.)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports
Required to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act
after  the distribution of securities under a plan confirmed by a court.
Yes ----- No -----
                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's
Classes of common equity, as of the latest practical date:
March 31, 2005 1,000,000

         Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----

                                     PART I


ITEM 1.  FINANCIAL STATEMENTS


                              WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                June 30,        December 31,
                                                  2005                2004
                                           ------------------  -----------------
<S>                                                <C>                 <C>
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 June 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                $                -  $              -
                                           ================== ==================
</TABLE>


See accompanying notes.










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

<TABLE>
<CAPTION>

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

<S>                        <C>                 <C>                 <C>

Revenues:           $         -         $          -       $           -

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

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

Basic &
Diluted loss
 per share          $         -          $         -       $           -
                  ==================  =================   =================
</TABLE>






















                             See accompanying notes.



                              WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Cumulative
                                                                   since October
                                                                     20, 1999
                               For the six months ended          Inception of
                                      June 30,                    Development
                                        2005                          Stage
                                 -----------------            ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                      <C>                            <C>
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
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None

                             See accompanying notes.

                              WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE SIX MONTHS ENDED June 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 March 31, 2005 and for the
three 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 he 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.

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 Company?s common stock 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
13,452,000 common shares of the Company now outstanding.











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

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

Nature of Business

         The Company has no products or services as of June 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:
<TABLE>
<CAPTION>

                                Income         Shares         Per Share
                              (Numerator)   (Denominator)      Amount
                            -------------- ---------------- ----------------
                                    For the six months ended June 30, 2005
BASIC LOSS PER SHARE
<S>                            <C>                 <C>               <C>
Loss to common shareholders  $           -     13,242,000   $           -
                            =============== ================ ================

                                    For the six months ended June 30, 2004
BASIC LOSS PER SHARE
Loss to common shareholders  $           -      1,000,000   $           -
                             ============== ================ ================
</TABLE>

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
















                              WESTERN TRANSITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE SIX MONTHS ENDED JUNE 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  June 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.

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.






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

NOTE 4 - COMMITMENTS

         As of  June 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.




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         This  Quarterly  Report  contains  certain  forward-looking
Statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section  21E of the  Securities  Exchange  Act of 1934,  as
amended,  which are intended  to be covered  by the safe  harbors  created
thereby.  Investors  are cautioned that all  forward-looking  statements
involve risks and  uncertainty, including  without  limitation,  the  ability
of the  Company to  continue  its expansion  strategy,  changes in costs of
raw  materials,  labor,  and  employee benefits,  as  well as  general  market
conditions,  competition  and  pricing. Although   the   Company   believes
that  the   assumptions   underlying the forward-looking   statements
contained  herein  are  reasonable,   any  of  the assumptions could be
inaccurate,  and therefore,  there can be no assurance that the  forward
looking  statements included in this Quarterly Report will prove to
be  accurate.  In  light  of  the  significant  uncertainties  inherent  in
the forward-looking  statements  included herein,  the inclusion of such
information should not be regarded as a presentation by the Company or any
other person that the objectives and plans of the Company will be achieved.

         As used herein the term  "Company"  refers to Western Transitions,
Inc., a Nevada corporation and its predecessors, unless the context
indicates otherwise. The Company is currently a shell company whose purpose
is to acquire  operations through an acquisition or merger or to begin its
own start-up business.

         The Company is in the process of  attempting  to identify and
acquire a favorable business opportunity.  The Company has reviewed and
evaluated a number of business  ventures for possible  acquisition or
participation by the Company.  The Company has not entered into any agreement,
nor does it 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.

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 Company?s common stock 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
13,452,000 common shares of the Company now outstanding.  AS a result of
the merger, the Company?s common shares are now listed for trading on The
Pink Sheets under the symbol WTTN.

PLAN OF OPERATIONS

         The Company had no sales or sales  revenues  for the six months
ended June 30, 2005 and 2004  because it is a shell  company that has not
had any business operations for the past three years.

         The Company had no costs of sales  revenues  for the six months
ended June 30, 2005 and 2004  because it is a shell  company that has not had
any business  operations  for the past three  years.  The  Company  had
general and administrative  expenses of $-0- for the six month period ended
June 30, 2005 and $-0- for the same period in 2004.

CAPITAL RESOURCES AND LIQUIDITY

         At June 30, 2005, the Company had total current  assets of $0
and total  assets of $0 as  compared  to $0 current  assets  and $0 total
assets at December 31, 2004.  The Company had a net working capital deficit
of $1,118 at June 30, 2005 and December 31, 2004.

         ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial Officer
have concluded,  based on an evaluation  conducted within 90 days prior to the
filing date of this  Quarterly  Report on Form 10-QSB,  that the  Company's
disclosure controls and  procedures  have  functioned  effectively  so as to
provide  those officers the information necessary to evaluate whether:

         (i) this Quarterly  Report on Form 10-QSB contains any untrue
statement of a material fact or omits to state a material fact  necessary to
make the  statements  made, in light of the  circumstances  under which
such statements were made, not misleading with respect to the period
covered by this Quarterly Report on Form 10-QSB, and

         (ii) the financial statements, and other financial information
included in this Quarterly Report on Form 10-QSB, fairly present in all
Material respects the financial condition,  results of operations and cash
flows of the Company as of, and for, the periods  presented in this
Quarterly Report on Form 10-QSB.

         There  have  been no  significant  changes  in the  Company's
internal controls or in other factors since the date of the Chief Executive
Officer's and Chief  Financial  Officer's  evaluation  that could
significantly  affect these internal  controls,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

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 Company?s common stock 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
13,452,000 common shares of the Company now outstanding.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None/Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

         The  following  documents  are filed  herewith or have been included
as exhibits to previous  filings with the Commission and are incorporated
herein by this reference:

         Exhibit No.       Exhibit

         *3       Articles of Incorporation

         *3.2     Bylaws

         *3.1     Amended Articles of Incorporation

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

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

(b)  Reports on Form 8-K.  No  reports on Form 8-K were filed  during the
period covered by this Form 10-QSB.

*        Incorporated  herein  by  reference  from  Registrant's  Form
10SB12G, Registration Statement, dated February 16, 2000.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 13th day of August, 2005.

Western Transitions, Inc.


/s/ Daniel L. Hodges
    ----------------
Daniel L. Hodges
President/CFO and Director

August 13, 2005