SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
DC 20549

FORM 10-Q

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|x | QUARTERLY REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2008

Or

|  |                                                                                           
|- | ------------------------------------------------------------------------------------------
|o | TRANSITION REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from __________ to
__________

COMMISSION FILE NUMBER: 0-27615

FIRST TRANSACTION MANAGEMENT, INC.(Exact Name of Small Business Issuer as Specified in
its Charter)

|                                                                   |  |                                    
|------------------------------------------------------------------ |  | -----------------------------------
|DELAWARE                                                           |  | 52-2158936                         
|(State or Other Jurisdiction
  of
  Incorporation or Organization) |  | (IRS Employer
  Identification No.)

381 SE Crystal Creek Circle, Issaquah, WA
98027(Address of Principal Executive Offices)

(206) 355-1467(Issuers Telephone Number, Including Area Code)

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 o

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):

|                          |  |                            
|------------------------- |  | ---------------------------
|Large Accelerated filer o |  | Accelerated filer o        
|Non-accelerated filer o   |  | Smaller reporting company x

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

YES x  NO o

Indicate the number of
shares outstanding of each of the issuers classes of common equity as of the
latest practicable date: As of April 15, 2008, the issuer had 7,258,704 shares
of common stock, par value $.01 per share, outstanding.

---



FIRST TRANSACTION MANAGEMENT, INC.

FORM 10-Q

For the quarterly period ended March 31, 2008

INDEX

|           |   |                                                                                                      |     
|---------- | - | ---------------------------------------------------------------------------------------------------- | ----
|           |   |                                                                                                      | Page
|           |   |                                                                                                      |     
|PART I     |   | FINANCIAL
  INFORMATION                                                                              |     
|           |   |                                                                                                      |     
|Item 1     |   | Balance Sheets at December 31, 2007 and March 31, 2008 (unaudited at
  March 31, 2008)               | 2   
|           |   |                                                                                                      |     
|           |   | Statements of Operations for the three months  ended March 31, 2008 and 2007
(unaudited)             | 3   
|           |   |                                                                                                      |     
|           |   | Statement of Changes in Stockholders Equity for the three months
  ended March 31, 2008 (unaudited) | 4   
|           |   |                                                                                                      |     
|           |   | Statements of Cash Flows for the three months ended March 31, 2008
  and 2007 (unaudited)            | 5   
|           |   |                                                                                                      |     
|           |   | Notes to Financial Statements                                                                        | 6   
|           |   |                                                                                                      |     
|Item 2     |   | Managements Discussion and Analysis or Plan of Operation                                            | 11  
|           |   |                                                                                                      |     
|Item 3     |   | Quantitative and Qualitative Disclosures About Market Risk                                           | 14  
|           |   |                                                                                                      |     
|Item 4T    |   | Controls and Procedures                                                                              | 14  
|           |   |                                                                                                      |     
|PART II    |   | Other Information                                                                                    | 15  
|           | ` |                                                                                                      |     
|Item 1     |   | Legal Proceedings                                                                                    | 15  
|           |   |                                                                                                      |     
|Item 2     |   | Unregistered Sales of Equity Securities and Use of Proceeds                                          | 15  
|           |   |                                                                                                      |     
|Item 3     |   | Defaults Upon Senior Securities                                                                      | 15  
|           |   |                                                                                                      |     
|Item 4     |   | Submission of Matters to a Vote of Security Holders                                                  | 15  
|           |   |                                                                                                      |     
|Item 5     |   | Other Information                                                                                    | 15  
|           |   |                                                                                                      |     
|Item 6     |   | Exhibits and Reports on Form 8-K                                                                     | 15  
|           |   |                                                                                                      |     
|Signatures |   |                                                                                                      | 16  

1

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Item 1.    Financial Statements

FIRST TRANSACTION MANAGEMENT, INC
(A Development Stage Company)
FORM 10-QSBBalance Sheet
Unaudited

|                                                                                                       |  |                  |            |                    |   |            |  
|------------------------------------------------------------------------------------------------------ |  | ---------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                       |  | March 31,
  2008 |            | December 31,  2007 |  
|                                                                                                       |  | Unaudited        |            | Audited            |  
|                                                                                                       |  |                  |            |                    |  
|ASSETS                                                                                                 |  |                  |            |                    |   |            |  
|Current Assets                                                                                         |  |                  |            |                    |   |            |  
|Cash                                                                                                   |  | $                | 97,671     |                    | $ | 121,785    |  
|                                                                                                       |  |                  |            |                    |   |            |  
|Total current assets                                                                                   |  |                  | 97,671     |                    |   | 121,785    |  
|                                                                                                       |  |                  |            |                    |   |            |  
|                                                                                                       |  |                  |            |                    |   |            |  
|Long Term Assets                                                                                       |  |                  |            |                    |   |            |  
|Intangible & other assets, net                                                                         |  |                  |           |                    |   |           |  
|                                                                                                       |  |                  |            |                    |   |            |  
|                                                                                                       |  |                  |            |                    |   |            |  
|TOTAL ASSETS                                                                                           |  | $                | 97,671     |                    | $ | 121,785    |  
|                                                                                                       |  |                  |            |                    |   |            |  
|                                                                                                       |  |                  |            |                    |   |            |  
|LIABILITIES
  & EQUITY                                                                                 |  |                  |            |                    |   |            |  
|Liabilities                                                                                            |  |                  |            |                    |   |            |  
|Current Liabilities                                                                                    |  |                  |            |                    |   |            |  
|Accounts payable & accrued expenses                                                                    |  | $                | 60,000     |                    | $ | 55,000     |  
|Interest payable                                                                                       |  |                  | 258,212    |                    |   | 242,741    |  
|                                                                                                       |  |                  |            |                    |   |            |  
|Total current liabilities                                                                              |  |                  | 318,212    |                    |   | 297,741    |  
|                                                                                                       |  |                  |            |                    |   |            |  
|                                                                                                       |  |                  |            |                    |   |            |  
|Long Term Liabilities                                                                                  |  |                  |            |                    |   |            |  
|Loan payable - stockholder                                                                             |  |                  | 773,541    |                    |   | 773,541    |  
|                                                                                                       |  |                  |            |                    |   |            |  
|Total liabilities                                                                                      |  |                  | 1,091,753  |                    |   | 1,071,282  |  
|                                                                                                       |  |                  |            |                    |   |            |  
|                                                                                                       |  |                  |            |                    |   |            |  
|                                                                                                       |  |                  |            |                    |   |            |  
|Equity                                                                                                 |  |                  |            |                    |   |            |  
|Common stock; 15,000,000 shares authorized;
  7,258,704 shares issued and outstanding, par value $0.01 |  |                  | 72,587     |                    |   | 72,587     |  
|Additional paid in capital                                                                             |  |                  | 1,303,145  |                    |   | 1,303,145  |  
|Deficit accumulated during the development
  stage                                                     |  |                  | (2,369,814 | )                  |   | (2,325,229 | )
|                                                                                                       |  |                  |            |                    |   |            |  
|Total equity                                                                                           |  |                  | (994,082   | )                  |   | (949,497   | )
|                                                                                                       |  |                  |            |                    |   |            |  
|                                                                                                       |  |                  |            |                    |   |            |  
|                                                                                                       |  |                  |            |                    |   |            |  
|TOTAL
  LIABILITIES & EQUITY                                                                           |  | $                | 97,671     |                    | $ | 121,785    |  
|                                                                                                       |  |                  |            |                    |   |            |  

See accompanying notes to Financial Statements.

2

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FIRST TRANSACTION MANAGEMENT, INC
(A Development Stage Company)
FORM 10-QSBStatement of Operations
(Unaudited)

|                                           |  |                            |           |           |   |           |  
|------------------------------------------ |  | -------------------------- | --------- | --------- | - | --------- | -
|                                           |  | For the Three Months Ended |          
|                                           |  | 2008                       |           | 2007      |  
|                                           |  | Unaudited                  |           | Unaudited |  
|                                           |  |                            |           |           |  
|INCOME                                     |  |                            |           |           |   |           |  
|Fees - consulting                          |  | $                          |          |           | $ | 17,026    |  
|                                           |  |                            |           |           |   |           |  
|Total income                               |  |                            |          |           |   | 17,026    |  
|                                           |  |                            |           |           |   |           |  
|                                           |  |                            |           |           |   |           |  
|EXPENSES                                   |  |                            |           |           |   |           |  
|Operating expense                          |  |                            | 29,114    |           |   | 30,633    |  
|Depreciation & Amortization                |  |                            |          |           |   | 716       |  
|                                           |  |                            |           |           |   |           |  
|Total expenses                             |  |                            | 29,114    |           |   | 31,349    |  
|                                           |  |                            |           |           |   |           |  
|                                           |  |                            |           |           |   |           |  
|                                           |  |                            |           |           |   |           |  
|Net operating income                       |  |                            | (29,114   | )         |   | (14,323   | )
|                                           |  |                            |           |           |   |           |  
|                                           |  |                            |           |           |   |           |  
|OTHER INCOME/EXPENSE                       |  |                            |           |           |   |           |  
|Interest expense                           |  |                            | 15,471    |           |   | 15,471    |  
|                                           |  |                            |           |           |   |           |  
|Net other income/expense                   |  |                            | 15,471    |           |   | 15,471    |  
|                                           |  |                            |           |           |   |           |  
|                                           |  |                            |           |           |   |           |  
|Net income before taxes                    |  |                            | (44,585   | )         |   | (29,794   | )
|Provision for income taxes                 |  |                            |          |           |   |          |  
|                                           |  |                            |           |           |   |           |  
|NET INCOME
  (LOSS)                        |  | $                          | (44,585   | )         | $ | (29,794   | )
|                                           |  |                            |           |           |   |           |  
|                                           |  |                            |           |           |   |           |  
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |  |                            | 6,199,039 |           |   | 5,293,871 |  
|                                           |  |                            |           |           |   |           |  
|                                           |  |                            |           |           |   |           |  
|AVERAGE GAIN (LOSS) PER COMMON SHARE       |  | $                          | (0.01     | )         | $ | (0.01     | )
|                                           |  |                            |           |           |   |           |  

See accompanying notes to Financial Statements.

3

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FIRST TRANSACTION MANAGEMENT, INC
(A Development Stage Company)

STATEMENTS OF
STOCKHOLDERS EQUITYFor the Three Months Ended March 31, 2008
(Unaudited)

|                             |  |             |  |              |  |            |  |             |        |             |   |           |  |   |            |   |   |          |  
|---------------------------- |  | ----------- |  | ------------ |  | ---------- |  | ----------- | ------ | ----------- | - | --------- |  | - | ---------- | - | - | -------- | -
|                             |  |             |  |              |  |            |  |             |        | Deficit     |   |           | 
|                             |  |             |  | Common Stock |  |            |  | Accumulated |        |             |  
|                             |  |             |  |              |  | Additional |  | During the  |        |             |  
|                             |  | Date of     |  | Number       |  | Par        |  | Paid-in     |        | Development |   |           | 
|                             |  | Transaction |  | of Shares    |  | Value      |  | Capital     |        | Stage       |   | Total     | 
|                             |  |             |  |              |  |            |  |             |        |             |   |           | 
|                            
|Balance,
  December 31, 2007 |  |             |  |              |  | 7,258,704  |  | $           | 72,587 |             | $ | 1,303,145 |  | $ | (2,325,229 | ) | $ | (949,497 | )
|Dividends
  paid on stock    |  |             |  |              |  |            |  |             |        |             |   |           |  |   |           |   |   |         |  
|Stock-based
  compensation   |  |             |  |              |  |            |  |             |        |             |   |           |  |   |           |   |   |         |  
|Net
  income/(loss) for 2008 |  |             |  |              |  |            |  |             |        |             |   |           |  |   | (44,585    | ) |   | (44,585  | )
|                             |  |             |  |              |  |            |  |             |        |             |   |           |  |   |            |   |   |          |  
|Balance
  March 31, 2008     |  |             |  |              |  | 7,258,704  |  | $           | 72,587 |             | $ | 1,303,145 |  | $ | (2,369,814 | ) | $ | (994,082 | )
|                             |  |             |  |              |  |            |  |             |        |             |   |           |  |   |            |   |   |          |  

See accompanying notes to Financial Statements.

4

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FIRST TRANSACTION MANAGEMENT, INC
(A Development Stage Company)
FORM 10-QSBStaements of Cash Flows(Unaudited)

|                                                                       |  | For the Three Months Ended
  March 31, |        
|---------------------------------------------------------------------- |  | -------------------------------------- | -------
|                                                                       |  | 2008                                   |        
|                                                                       |  |                                        |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                   |  |                                        |        
|Net income/(loss)                                                      |  | $                                      | (44,585
|Adjustments to reconcile net loss to net
  cash flows from operations: |  |                                        |        
|Depreciation/amortization                                              |  |                                        |       
|Change in other operating assets and
  liabilities:                    |  |                                        |        
|Accounts payable and accrued expenses                                  |  |                                        | 5,000  
|Interest payable                                                       |  |                                        | 15,471 
|                                                                       |  |                                        |        
|Net cash flows used in operating activities                            |  |                                        | (24,114
|                                                                       |  |                                        |        
|                                                                       |  |                                        |        
|CASH FLOWS FROM INVESTING ACTIVITIES                                   |  |                                        |        
|NONE                                                                   |  |                                        |       
|                                                                       |  |                                        |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                   |  |                                        |        
|Interest paid on stockholder note                                      |  |                                        |       
|                                                                       |  |                                        |        
|                                                                       |  |                                        |       
|                                                                       |  |                                        |        
|                                                                       |  |                                        |        
|Net increase (decrease) in cash                                        |  |                                        | (24,114
|                                                                       |  |                                        |        
|Cash and cash equivalents, beginning of
  period                       |  |                                        | 121,785
|                                                                       |  |                                        |        
|                                                                       |  |                                        |        
|Cash and cash equivalents, end of period                               |  | $                                      | 97,671 
|                                                                       |  |                                        |        
|                                                                       |  |                                        |        
|Supplemental Disclosure                                                |  |                                        |        
|Interest                                                               |  | $                                      |       
|                                                                       |  |                                        |        

See accompanying notes to Financial Statements.

5

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FIRST
TRANSACTION MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2008

|       |                                         
|------ | ----------------------------------------
|NOTE 1 | ORGANIZATION AND DESCRIPTION OF BUSINESS

First Transaction
Management, Inc. (the Company), a development stage company, was incorporated
in the State of Delaware on March 25, 1999 as Creative Products International,
Inc.  The Company was a subsidiary of
another corporation until December 23, 1999, when it was spun-off.  In 2002, the Company elected to change its
name to First Transaction Management, Inc. to more directly reflect its
business interests in web based promotion and transaction processing management
services.  Effective, December 31, 2004,
the Company discontinued its business efforts and is currently seeking new
economic opportunities, including a merger transaction.

|       |                                           
|------ | ------------------------------------------
|NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash

The Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.  Cash
balances regularly fall under the federally insured limit covered by the
Federal Deposit Insurance Corporation (FDIC) as of March 31, 2008.

Use of accounting estimates in
preparation of financial statements

The preparation of financial
statements in accordance with generally accepted accounting principles 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 revenues and expenses
during the reporting period.  Actual
results could differ from those estimates.

Property, plant & equipment

Property and equipment,
including computer equipment, are recorded at cost and are depreciated over the
estimated useful lives.  Expenditures
for routine maintenance and repairs are charged to expenses as incurred.  Trademarks and copyrights are recorded at
cost and are amortized over their legal lives or their estimated useful lives,
whichever is shorter, using the straight-line method.  They are reviewed annually to assess recoverability; impairment
will be recognized in results of operations when intangible assets are deemed
unrecoverable.

Capitalization of software

FASB EITF Issue No. 00-2, Accounting for Web Site Development Costs,
states that the identification of software needed for a company shall be
expensed as incurred. Such software includes web applications needed for the
web sites functionalities, and those required for development purposes.
However, if the company chooses to acquire or develop software, AICPA Statement
of Position 98-1, Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use allows
capitalization. The method of software capitalization depends on the intended
use. Costs incurred in the purchasing or development of software can be
capitalized unless they are used in research and development and do not have
alternative future uses or represent a pilot project.  Costs of acquired or developing for general web site operations require
capitalization of external direct costs of materials and services used in the
acquisition or development. Costs of acquired or developed software for the
integration of distributed applications into web applications are capitalized.
During the period from 2002-2007 the company capitalized certain costs in
accordance with the aforementioned standards.

6

---



Amortization is recorded
using the straight-line method over the estimated useful lives of the assets
that do not exceed ten years.  The
Company periodically reviews intangible assets to assess recoverability.  Impairment will be recognized in results of
operations when intangible assets are deemed unrecoverable.

Research and development

Research and development
costs are expensed during the period incurred.

Revenue recognition

The Company recognizes
revenue at the time of service or as contractual terms are satisfied.

Earnings per share

Basic earnings per share are
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding in the period.  Diluted earnings per share takes into
consideration common shares outstanding (computed under basic earnings per
share) and potentially dilutive common shares; however, there are no dilutive
securities.

The weighted average number
of shares outstanding for the quarter ended March 31, 2008 is 6,199,039

Stock based compensation

The Company adopted a
stock-based compensation plan in 1999.
The plan provides for options to be granted to officers, directors and
employees to acquire a maximum of 1,000,000 shares of the Companys stock.  Compensation cost for stock options was
measured as the excess, if any, of the value of the Companys stock at the date
of the grant over the amount an employee is required to pay for the stock.  During 2001, the Companys Board of
Directors approved the organization of another stock option plan for technology
and web related employees and consultants.
A maximum of 750,000 shares of the Companys common stock was available
for issuance under the plan.  No stock
options were issued under this plan.  As
of March 31, 2008 all stock options issued to former employees, consultants and
directors have expired.

7

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The following is a summary
of stock option plan activity from inception to March 31, 2008:

|                                   |  |  |                       |  |                                      |   |      | 
|---------------------------------- |  |  | --------------------- |  | ------------------------------------ | - | ---- | 
|                                   |  |  | Number
  of
  Options |  | Weighted
  Average 
  Exercise Price |  
|                                   |  |  |                       |  |                                      |  
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 1999 |  |  | 19,000                |  |                                      | $ | .30  | 
|Granted during 2000                |  |  | 395,000               |  |                                      | $ | 1.05 | 
|Exercised during 2000              |  |  | 0                     |  |                                      |   |      | 
|Forfeited during 2000              |  |  | 55,000                |  |                                      |   |      | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 2000 |  |  | 469,000               |  |                                      | $ | .95  | 
|Granted during 2001                |  |  | 210,000               |  |                                      | $ | 1.51 | 
|Exercised during 2001              |  |  | 0                     |  |                                      |   |      | 
|Forfeited during 2001              |  |  | 110,000               |  |                                      |   |      | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 2001 |  |  | 569,000               |  |                                      | $ | 1.21 | 
|Granted during 2002                |  |  | 25,000                |  |                                      | $ | 1.50 | 
|Exercised during 2002              |  |  | 0                     |  |                                      |   |      | 
|Forfeited during 2002              |  |  | 49,000                |  |                                      |   |      | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 2002 |  |  | 545,000               |  |                                      | $ | 1.20 | 
|Granted during 2003                |  |  | 0                     |  |                                      |   |      | 
|Exercised during 2003              |  |  | 0                     |  |                                      |   |      | 
|Forfeited during 2003              |  |  |                       |  |                                      |   |      | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 2003 |  |  | 545,000               |  |                                      | $ | 1.20 | 
|Granted during 2004                |  |  | 0                     |  |                                      |   |      | 
|Exercised during 2004              |  |  | 0                     |  |                                      |   |      | 
|Forfeited during 2004              |  |  | 15,000                |  |                                      |   |      | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 2004 |  |  | 530,000               |  |                                      | $ | 1.23 | 
|Granted during 2005                |  |  | 0                     |  |                                      |   |      | 
|Exercised during 2005              |  |  | 0                     |  |                                      |   |      | 
|Forfeited during 2005              |  |  | 320,000               |  |                                      |   |      | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 2005 |  |  | 210,000               |  |                                      | $ | 1.51 | 
|Granted during 2006                |  |  | 0                     |  |                                      |   |      | 
|Exercised during 2006              |  |  | 0                     |  |                                      |   |      | 
|Forfeited during 2006              |  |  | 210,000               |  |                                      |   |      | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 2006 |  |  | 0                     |  |                                      |   |     | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at December
  31, 2007 |  |  | 0                     |  |                                      |   |     | 
|                                   |  |  |                       |  |                                      |   |      | 
|Outstanding at March 31,
  2008    |  |  | 0                     |  |                                      |   |     | 

These options and the
warrants discussed in Note 4 were
not included in the computation of earnings per share because they are
anti-dilutive.

Income Taxes

Income taxes are accounted
for using the asset and liability approach, which requires recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns.  Deferred income taxes will be provided for
the temporary differences between the financial reporting basis and the tax
basis of the Companys assets and liabilities.
A valuation allowance will be recognized for deferred tax assets not
likely to be realized.  Deferred taxes
are to be measured by the provisions of currently enacted tax laws.  There were no material temporary differences
at March 31, 2008.

Comprehensive income

The Company had no elements
of comprehensive income for the period ended March 31, 2008.  Further, there are no other new financial
accounting standards that would have an effect on these financial statements.

8

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|       |                  
|------ | -----------------
|NOTE 3 | CAPITAL STRUCTURE

At March 31, 2008, the
Company had 7,258,704 shares of common stock, par value $.01 per share, issued
and outstanding, 71.3% of which were held by the Companys CEO and the
remainder by approximately 130 other parties.
Common shares are voting and dividends are paid at the discretion of the
Board of Directors.  The Company has
never paid a dividend on its common stock, and it is the present policy of the
Company not to pay cash dividends on the common stock.

The Company has authorized
1,000,000 shares of preferred stock at a par value of $.01 per share.  No preferred shares have been issued as of
March 31, 2008. (See Note 11: Subsequent events regarding issuance of
restricted shares)

|       |         
|------ | --------
|NOTE 4 | WARRANTS

Pursuant to a private
placement, the Company issued, in the aggregate, warrants to purchase 375,000
shares of the Companys common stock at $1.50 per share.  The warrants expire on January 23,
2013.  No warrants have been exercised
from the date of grant.  The Companys
CEO received warrants to purchase 100,000 shares pursuant to an investment in
the private placement.

|       |                               
|------ | ------------------------------
|NOTE 5 | WRITE OFF OF INTANGIBLE ASSETS

From inception to March 31,
2008, the Company wrote off an aggregate $146,983 of intangible assets related
to its web based promotion distribution and transaction processing
services.

|        |              
|------- | -------------
|NOTE  6 | GOING CONCERN

As shown in the financial
statements, the Company incurred a net loss since inception of $2,369,814.  This result raises concerns about the
Companys ability to continue as a going concern.  The Companys ability to continue as a going concern is contingent
upon its ability to achieve positive cash flow from operating and financing
activities.  There is no assurance that
the Company will be successful in its efforts to significantly improve its
financial and operating condition, attract new investors or develop the
strategic partnerships necessary to meet the Companys business and financial
objectives. (See Note 11: subsequent events, regarding issuance of restricted
shares)

|        |             
|------- | ------------
|NOTE  7 | INCOME TAXES

There was no provision for
federal, or state and local income taxes as the Company has sustained
losses.  As of December 31, 2007, the
Company had accumulated approximately $2 million of net operating loss carry
forwards for federal income tax purposes, which begin to expire in 2019.

Deferred income taxes
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.
The difference between the tax loss carry forward and the Companys
financial statement losses is due to differences in amortization rates on
intangible assets and certain accrued expenses which are deductible for income
tax purposes only when paid.

In assessing the
realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will be
realized.  The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income
during the period in which the net operating loss carry forwards can be
utilized.  Since the Company is in the
development stage and it is uncertain when the Company will begin generating
future taxable income, the Company has provided a full valuation allowance for
deferred tax assets at March 31, 2008.

9

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Deferred tax asset as of
March 31, 2007:

|                                    |  |   |           |  
|----------------------------------- |  | - | --------- | -
|Net operating loss carry
  forwards |  | $ | 2,160,349 |  
|                                    |  |   |           |  
|Total deferred tax asset            |  |   | 627,434   |  
|Valuation allowance                 |  |   | (627,438  | )
|                                    |  |   |           |  
|Net deferred tax asset              |  | $ |          |  
|                                    |  |   |           |  

|        |                           
|------- | --------------------------
|NOTE 10 | RELATED PARTY TRANSACTIONS

On July 12, 2000, the
Company entered into a loan agreement with an officer and director, which
provided for the repayment of the outstanding balance plus accrued simple
interest at 8 percent per annum on the loan balance. The note and accompanying
security agreement provides a first lien over all of the Companys assets,
including equipment, intellectual property and liquid assets. The note holder
is entitled to convert some or all of the outstanding obligation, plus accrued
but unpaid interest, into shares of the Companys common stock at the rate of
$.08 per share.  From inception through
March 31, 2008, the lender advanced $1,248,541 of which $475,000 of this amount
had been converted into common stock equity.

As of March 31, 2008, warrants
to purchase a total of 270,000 shares have been provided to the officer and
director, pursuant to the loan agreement terms. All lender warrants have
expired, and the outstanding principal balance of the note payable is $773,541.

It is the policy of the
Company with respect to insider transactions, that all transactions between the
Company, its officers, directors, principal stockholders and their affiliates
be on terms no less favorable to the Company than could be obtained from
unrelated third parties in arms-length transactions, and that all such
transactions shall be approved by a majority of the disinterested members of
the Board of Directors. The Company believes the transactions described above
complied with such policy.

|        |                  
|------- | -----------------
|NOTE 11 | SUBSEQUENT EVENTS

On
April 21, 2008, the Company entered into a consulting agreement in which the
Company agreed to issue 375,000 shares of restricted common stock for services
provided to the Company in connection with becoming current in its required
governmental filings and related matters. The shares were valued at $.025 per
share.   The Company entered into a
second agreement with the consulting firm to provide due diligence services on
any potential merger candidate.  In
consideration of services to be rendered the consulting firm will receive
$60,000 at the closing of a merger transaction or, if in lieu thereof, the
Company effects a change of control transaction during the term of the
consulting agreement, the consulting firm will receive $60,000 at the closing of
the change of control transaction.

On
April 21, 2008, in consideration for legal services  the Company also agreed to issue 350,000 shares of restricted
common stock to the Companys legal counsel.
These shares were valued at $.025 per share.

10

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Item 2 Managements Discussion and Analysis or Plan of Operation

The following discussion and
analysis of our financial condition and results of operations should be read in
conjunction with our financial statements and notes thereto and other financial
information included elsewhere in this report.

NOTE ON
FORWARD LOOKING STATEMENTS

This quarterly report on
Form 10-Q includes and incorporates by reference 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 with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, which are usually identified by the use of words such
as will, may, anticipates, believes, estimates, expects,
projects, plans, predicts, continues, intends, should,
would or
similar expressions. We intend for these forward looking statements to be
covered by the safe harbor provisions for forward looking statements contained
in the Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with these safe harbor provisions.

These forward-looking
statements reflect our current views and expectations about our plans,
strategies and prospects, which are based on the information currently
available and on current assumptions.

We cannot give any guarantee
that these plans, intentions or expectations will be achieved. Investors are
cautioned that all forward-looking statements involve risks and uncertainties,
and actual results may differ materially from those discussed in the
forward-looking statements as a result of various factors, including those Risk
Factors set forth in our Form 10-KSB for the fiscal year ended December 31,
2007. You should read this quarterly report and the documents that we
incorporate by reference in this quarterly report completely and with the
understanding that our actual future results may be materially different from
what we expect. We may not update these forward-looking statements, even though
our situation may change in the future. We qualify all of our forward-looking
statements by these cautionary statements.

Overview

First Transaction
Management, Inc. (the Company), a development stage company, was incorporated
in the State of Delaware on March 25, 1999 to develop certain consumer products
and web based promotion and transaction processing management services.
Effective December 31, 2004, the Company discontinued its business efforts
related to web based promotion management services and is currently seeking new
economic opportunities, including a merger transaction. From 2002 to the
present, the Company generated ancillary revenues from general business
consulting services to support its nominal operations. These consulting
services have been unrelated to the Companys prior e commerce interests. The
Company does not have any contractual commitments to provide business
management consulting services to any customer. In addition, the Company has
devoted its efforts to seek other economic opportunities, including but not
limited to, the possibility of acquiring a new line of business through a
business combination. There is no assurance that the Company will be able to
secure additional customers for its ancillary consulting services to generate
interim working capital to support the Companys efforts to identify new
economic opportunities for the Company.

11

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Critical Accounting Policies
and Estimates

Managements discussion and
analysis of the Companys financial condition and results of operations are
based on its financial statements, which have been prepared in accordance with
accounting principles generally accepted in the U.S. The preparation of these
financial statements requires the Company to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements,
as well as the revenues and expenses during the reporting periods. The Company
evaluates its estimates and judgments on an ongoing basis. The Company bases
its estimates on historical experience and on various other factors it believes
are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

Recovery of long-lived
assets (other than goodwill)

In accordance with Statement
of Financial Accounting Standards (SFAS) No.144, Accounting for the Impairment
or Disposal of Long-Lived Assets, the Company reviews these types of assets
for impairment whenever events or circumstances indicate that the carrying
amount may not be recoverable over the remaining life of the assets or assets
group. In order to determine if the asset or asset group is recoverable, the
Company determines if the expected future cash flows directly related to the
asset or asset group are less than the carrying amount of the asset or asset
group. If so, the Company then determines if the carrying amount of the asset
or asset group exceeds its fair value. The Company determines fair value using
estimated discounted cash flows.

Revenue Recognition

The Company maintains its
financial records on the accrual basis of accounting. There was no revenue
generated from the Companys development stage promotion management services.
Since December 31, 2002, the Company has generated nominal revenues from
various consulting services. These services are primarily billed on a project
completion basis and revenues are reported when all goods and services have
been performed or delivered, the amounts are readily determinable and
collection is reasonably assured. The Company does not have any contractual
commitments to provide any additional business management consulting services
to any customer.

Income Taxes

Assessment of the
appropriate amount and classification of income taxes is dependent on several
factors, including estimates of the timing and probability of realization of
deferred income taxes and the timing of income tax payments. This process
requires the Company to estimate its actual current tax exposure together with
an assessment of temporary differences resulting from differing treatment of
items, such as depreciation on property, plant and equipment, for tax and
accounting purposes. These differences may result in deferred tax assets and
liabilities, which are included within our balance sheet. Since the Company has
a net operating losses carry forward of approximately $2.2 million at December
31, 2007, a valuation allowance is provided on deferred tax assets if it is
determined that it is more likely than not the asset will not be realized,
because the ultimate realization of any deferred tax assets will be dependent
on future taxable income.

12

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Results of Operations

Comparison of the Three Months
Ended March 31, 2007 to the Three Months Ended March 31, 2008

Revenues from consulting
services in the three months ended March 31, 2007 (the 2007 First Quarter)
were $17,026, as compared to $0 in the three months ended March 31, 2008 (the
2008 First Quarter). This decrease is attributable to a reduction in
consulting client service activity in the 2008 First Quarter. Total operating
expenses before depreciation and amortization decreased from $30,633 for the
2007 First Quarter to $29,114 for the 2008 First Quarter, representing a 5%
decrease. The primary reason for such decrease in operating expenses is the
reduction of administration and client service related costs. Depreciation and
amortization decreased from $716 in the 2007 First Quarter to $0 in the 2008
First Quarter, representing a 100% decrease. The Companys operating results deteriorated
from a loss of $14,323 in the 2007 First Quarter to an operating loss of
$29,114 in the 2008 First Quarter. This result is attributable to the lack of
consulting revenues during the 2008 Period. Accrued interest expense associated
with loan advances provided to the Company by its controlling shareholder and
sole director and officer during 2000 to 2002 for each of the 2007 First
Quarter and the 2008 First Quarter was $15,471.

As a result of the
foregoing, the Company generated a net loss of $29,794 for the 2007 First
Quarter, as compared to a net loss of $45,585 for the 2008 First Quarter, a 50%
increase in net loss. The weighted net loss per share for the 2007 and 2008
Periods was of $.01.

The Companys current focus
is and for the next 12 months will be on effecting a business combination. The
Company does not believe that quarter to quarter and year to year comparisons
of its historical results of operations are meaningful in predicting the
Companys future financial performance. All of the Companys revenues in the
2007 First Quarter were generated from providing ancillary consulting services.
The Company does not have any contractual commitments to provide such services
in the future and is not actively soliciting such contracts. Accordingly, it is
anticipated that the Company will continue to generate losses and its results
of operations will fluctuate from quarter to quarter and from fiscal year to
fiscal year.

Liquidity, Capital Resources
and Going Concern

From inception of the
Company through 2002, the Company has been primarily funded through loans
provided by our controlling shareholder and current sole officer and director,
equity investments by her, a nominal private placement and the initial
capitalization provided at the time of spin off from its then parent in 1999.
From 2003 to present, the Company has maintained nominal operations through the
cash flows provided by limited engagement consulting activities. The Company
intends to find a new business opportunity or business combination for the
Company. The Company may also issue additional common or preferred shares to
raise additional funds to finance new business acquisitions or to pay for
professional services or other costs associated with such acquisitions. There
is no assurance, however, that additional working capital or financing from
these sources can be obtained on acceptable terms or that a business
combination can be completed.

The Company had $97,671 in
cash and cash equivalents at March 31, 2008 and $121,785 at December 31, 2007.
The Company had current liabilities of $60,000 in accrued professional fees and
$258,212 in accrued interest payable at March 31, 2008; $55,000 in accrued
professional fees and $242,741 in accrued interest payable at December 31,
2007. The Company had total assets of $97,671 at March 31, 2008 and $121,785 at
December 31, 2007. Long-term liabilities on each of such dates were $773,541,
representing the loan to the Company from its controlling shareholder and
current sole officer and director. This loan continues to accrue interest at
the rate of 8% per annum. Total liabilities at March 31, 2008 were $1,091,753
and $1,071,282 at December 31, 2007.

13

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Management believes that the
Companys existing financial resources and anticipated revenues from ancillary
consulting services will not be sufficient to fund operations for the
foreseeable future. Therefore, the Company will have to seek additional loans
or raise additional capital. No assurances can be given that the Company will
be able to obtain such loans or raise additional capital. If the Company is
unable to do so, it may have to curtail its operations or defer any combination
with another entity.

At March 31, 2008, the
Company had a stockholders deficiency of $2,369,814 and a working capital deficit
of $220,514. At December 31, 2007, the Company had a stockholders deficiency
of $2,325,229 and a working capital deficit of $175,956. Further, the Company has a history of generating losses. These
conditions indicate that the Company may be unable to continue as a going
concern. Its ability to do so is dependent on its finding economic
opportunities that will achieve profitable operations, obtaining necessary
financing and finding a suitable candidate for a business combination. No
adjustments have been provided in the Companys financial statements that might
result form the outcome of this uncertainty. Our auditors have referred to the
substantial doubt about our ability to continue as a going concern.

Item 3 Quantitative and Qualitative
Disclosures About Market Risk

A
smaller reporting company is not required to provide the information required
by this Item.

Item 4T Controls and Procedures

Disclosure
Controls. As of the
end of the period covered by this Report, with the participation of our Chief
Executive and Chief Financial Officer, we evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rule 13a-15(e) of the Securities Exchange Act of 1934). Based upon that
evaluation, our Chief Executive and Chief Financial Officer concluded that as
of the end of such period, our disclosure controls and procedures were
effective as of the end of the period covered by this Report in timely alerting
her to material information relating to First Transaction Management, Inc.
required to be disclosed in our periodic reports with the Securities and
Exchange Commission. In addition, our Chief Executive and Chief Financial
Officer concluded that as of the end of such period, our disclosure controls
and procedures are also effective to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
and that such information is accumulated and communicated to our management,
including our Chief Executive and Chief Financial Officer, to allow timely
decisions regarding required disclosure. There were no changes in our
disclosure controls during the period covered by this Report on Form 10-Q.

14

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PART IIOTHER INFORMATION

Item 1 Legal Proceedings

None

Item 2 Unregistered Sales of Equity
Securities

During the period covered by this report
there were no sales of equity securities that were not registered under the
Securities Act except as previously included in a Current Report on Form 8-K.

Item 3 Defaults Upon Senior
Securities

None

Item 4 Submission of Matters to a Vote of Security
Holders

None

Item 5 Other Information

None

Item 6 Exhibits and Reports on Form
8-K

(a) Exhibits

31.1
Certification of the Chief Executive and the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
Certification of the Chief Executive and the Chief Financial Officer pursuant
to 18 U.S.C. Section 1350

(b)
Reports on Form 8-K

1.
On April 22, 2008, Registrant filed a Current Report on Form 8-K regarding the
entry into a material definitive agreement, the creation of a direct financial
obligation or an obligation under an off-balance sheet arrangement, and the
unregistered sale of equity securities.

15

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SIGNATURES

In accordance with the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, duly
authorized.

FIRST TRANSACTION
MANAGEMENT, INC.

|    |                                       | 
|--- | ------------------------------------- | 
|By: | /s/ Susan Schreter                    | 
|    |                                       | 
|    | Susan Schreter, Chief
  Executive     | 
|    | Officer and Chief
  Financial Officer | 

Dated: April 28, 2008

16

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