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

                                  FORM 10-QSB/A

(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

                              In Full Affect, Inc.


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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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 by
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]




<PAGE>



                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:  June 30, 2005  13,272,127


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





































<PAGE>



                                     PART I


ITEM 1.  FINANCIAL STATEMENTS

                            WESTERN TRANSITIONS, INC.
                         (Formerly In Full Affect, Inc.)
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  June 30,          December 31,
                                                                                    2005                2004
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Assets:                                                                      $                -  $                -
                                                                             ==================  ==================

Liabilities: Accounts Payable                                                $            1,112  $           10,650
                                                                             ------------------  ------------------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 13,272,127 Shares at June 30, 2005 and 1,000,000
    Shares at December 31, 2004                                                          13,272               1,000
  Paid-In Capital                                                                         4,293               3,588
  Retained Deficit                                                                       (1,200)             (1,200)
  Deficit Accumulated During the
    Development Stage                                                                   (17,477)            (14,038)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                          (1,112)            (10,650)
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                  $                -  $                -
                                                                             ==================  ==================
</TABLE>















                             See accompanying notes


<PAGE>



                            WESTERN TRANSITIONS, INC.
                         (Formerly In Full Affect, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                    since October
                                                                                                      20, 1999
                                                                                                      Inception
                              For the three months ended           For the six months ended              of
                                       June 30,                            June 30,                  development
                         ------------------------------------ -----------------------------------
                               2005               2004              2005               2004             stage
                         ----------------- ------------------ -----------------  ---------------- -----------------
<S>                      <C>               <C>                <C>                <C>              <C>
Revenues:                $               - $                - $               -  $              - $               -

Expenses:                            2,734                  -             3,439               300            17,477
                         ----------------- ------------------ -----------------  ---------------- -----------------

     Net Loss            $          (2,734)$                - $          (3,439) $           (300)$         (17,477)
                         ================= ================== =================  ================ =================

Basic &
Diluted Loss
 per Share               $               - $                - $               -  $              -
                         ================= ================== =================  ================

Weighted Average
Shares Outstanding               7,608,540          1,000,000         4,323,292         1,000,000
                         ================= ================== =================  ================
</TABLE>


















                             See accompanying notes


<PAGE>



                            WESTERN TRANSITIONS, INC.
                         (Formerly In Full Affect, 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                2004               Stage
                                                          -----------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>                 <C>
Net Loss                                                  $          (3,439) $             (300) $          (17,477)
Increase (Decrease) in Accounts Payable                              (9,538)                300                 912
                                                          -----------------  ------------------  ------------------
  Net Cash Used in operating activities                             (12,977)                  -             (16,565)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities                                 -                   -                   -
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder                                      705                   -               4,293
Issuance of Common Stock                                             12,272                   -              12,272
                                                          -----------------  ------------------  ------------------
Net Cash Provided by
  Financing Activities                                               12,977                   -              16,565
                                                          -----------------  ------------------  ------------------

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


<PAGE>



                            WESTERN TRANSITIONS, INC.
                         (Formerly In Full Affect, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (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 June 30,  2005 and for the
three and six 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 and
six 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.

         On March 30,  2005,  In Full  Affect  Inc.  changed its name to Western
Transitions, Inc.







<PAGE>



                            WESTERN TRANSITIONS, INC.
                         (Formerly In Full Affect, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

Organization and Basis of Presentation (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  Company's  common  stock for each common share  outstanding,  a total of
272,127  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 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.

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.

Loss per Share

         Basic  earnings  (loss) per share has been  computed  by  dividing  the
income (loss) for the year applicable to the common stockholders by the weighted
average  number of common shares  outstanding  during the years.  The effects of
common stock equivalents are anti-dilutive and thus are not considered.

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.


<PAGE>



                            WESTERN TRANSITIONS, INC.
                         (Formerly In Full Affect, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

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  $17,500 that may be offset
against future taxable income through 2024. 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.

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.












<PAGE>



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.
(Formerly In Full Affect,  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.

PLAN OF OPERATIONS

         The Company had no sales or sales revenues for the three and six months
ended June 30, 2005 or 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 for the three and 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 $2,734 and $0 for the three month  period ended June
30,  2005 and 2004 and $3,439 and $300 for the six months  ended  September  30,
2005 and 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


<PAGE>



working  capital  deficit of $1,112 at June 30, 2005 and $10,650 at December 31,
2004.

         Net stockholders' deficit in the Company was $1,112 as of June 30, 2005
and $10,650 at December 31, 2004.

ITEM 3.  CONTROLS AND PROCEDURES

The  Company's  Chief  Executive   Officer  and  Chief  Financial   Officer  are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

         (a) Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management, including the Company's President, of the effectiveness of
the design and operation of the  Company's  disclosure  controls and  procedures
pursuant to Rule 13a-15 under the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act").  Based  upon the  evaluation,  the  Company's  President
concluded that, as of the end of the period, the Company's  disclosure  controls
and  procedures  were effective in timely  alerting him to material  information
relating to the Company  required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.

         (b) Changes in Internal Controls

         Based on this evaluation as of June 30, 2005, there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could  significantly  affect the  Company's  internal  controls
subsequent to the date of his most recent  evaluation,  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
272,127  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.





<PAGE>



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.

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 (1)
         3.2      Bylaws (1)
         3.1      Amended Articles of Incorporation (1)
         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.

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
















<PAGE>



                                   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.

            WESTERN TRANSITIONS, INC. (FORMERLY IN FULL AFFECT, INC.)




/s/ Alan Lomax
Alan Lomax
(Principal Executive Officer and
Principal Financial Officer)


February 17, 2006