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: September 30, 2005
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from to
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Commission file number 0-29545
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Western Transitions, Inc.
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(Exact name of small business issuer as
specified in its charter)
Nevada 86-0972630
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2920 N. Swan Road, Suite 206, Tucson, Arizona 85712
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(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 pas 90 days. Yes X No
Indicate by check mark whether the registrant is a shell company (as defined by
Rul 12b-2 of the Exchange Act). Yes [X] No []
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: September 30, 2005 13,272,127
Transitional Small Business Disclosure Format (check one).
Yes []; No [X]
PART I
ITEM 1. FINANCIAL STATEMENTS
WESTERN TRANSITIONS, INC.
(Formerly In Full Affect, Inc.)
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
September 30, December 31,
2005 2004
------------------ ------------------
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)
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Total Stockholders' Equity (1,112) (10,650)
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Total Liabilities and
Stockholders' Equity $ - $ -
================== ==================
See accompanying notes
WESTERN TRANSITIONS, INC.
(Formerly In Full Affect, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
since October
20, 1999
Inception
For the three months ended For the nine months ended of
September 30, September 30, development
------------------------------------ -----------------------------------
2005 2004 2005 2004 stage
----------------- ------------------ ----------------- ---------------- -----------------
Revenues: $ - $ - $ - $ - $ -
Expenses: - - 3,439 300 17,477
----------------- ------------------ ----------------- ---------------- -----------------
Net Loss $ - $ - $ (3,439) $ (300)$ (17,477)
================= ================== ================= ================ =================
Basic &
Diluted Loss
per Share $ - $ - $ - $ -
================= ================== ================= ================
Weighted Average
Shares Outstanding 13,272,127 1,000,000 7,338,554 1,000,000
================= ================== ================= ================
See accompanying notes
WESTERN TRANSITIONS, INC.
(Formerly In Full Affect, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
since October
20, 1999
For the nine months ended Inception of
September 30, Development
-------------------------------------
2005 2004 Stage
----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
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
See accompanying notes
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 September 30, 2005 and for the
three and 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 and
nine 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.
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 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.
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.
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 September 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 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.
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 nine
months ended September 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 nine months ended
September 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 and $0 for the three month period ended September
30, 2005 and 2004 and $3,439 and $300 for the nine months ended September 30,
2005 and 2004.
CAPITAL RESOURCES AND LIQUIDITY
At September 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 $1,112 at September 30, 2005 and $10,650 at December
31, 2004.
Net stockholders' deficit in the Company was $1,112 as of September 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 September 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
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/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.
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