**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      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 September 30, 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**
            000-27615
            **52-2158936**(State
                or Other Jurisdiction
              Incorporation
                or Organization)
            (Commission
                File
              Number)
            (IRS
                Employer
              Identification
                No.)





c/o
      Castle Bison, Inc.


31200
      ViaColinas, Suite 200


Westlake
      Village, CA


Attn:
      Raul Silvestre, Esq.





(Address
      of principal executive offices)





(Registrant's
      telephone number, including area code) (818)
      597-7552





**381
      SE Crystal Creek Circle, Issaquah WA 98027**







(Former
      Name or Former Address, if Changed Since Last Report)




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 filero
            
            Accelerated
                fileroNon-accelerated
                filero
            
            Smaller
                reporting companyx




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 November 10, 2008 the issuer
      had
      1,505,920 shares of common stock, par value $.01 per share,
      outstanding.





FIRST
      TRANSACTION MANAGEMENT, INC.




FORM
      10-Q




For
      the
      quarterly period ended September 30, 2008




INDEX


PagePART
                    I
                FINANCIAL
                    INFORMATIONItem
                    1
                Condensed
                    Balance Sheets at December 31, 2007 and September 30, 2008 (unaudited
                    at
                    September 30, 2008)
                2Condensed
                    Statements of Operations for the three and nine months ended
                    September 30,
                    2008 and 2007 (unaudited)
                3Condensed
                    Statement of Changes in Stockholders’ Equity for the nine months ended
                    September 30, 2008 (unaudited)
                4Condensed
                    Statements of Cash Flows for the nine months ended September
                    30, 2008 and
                    2007 (unaudited)
                5Notes
                    to Condensed Financial Statements (unaudited)
                6Item
                    2
                Management’s
                    Discussion and Analysis or Plan of Operation
                10Item
                    3
                Quantitative
                    and Qualitative Disclosures About Market Risk
                15Item
                    4T
                Controls
                    and Procedures
                15PART
                    II
                Other
                    Information
                16Item
                    1
                Legal
                    Proceedings
                16Item
                    2
                Unregistered
                    Sales of Equity Securities and Use of Proceeds
                16Item
                    3
                Defaults
                    Upon Senior Securities
                16Item
                    4
                Submission
                    of Matters to a Vote of Security Holders
                16Item
                    5
                Other
                    Information
                16Item
                    6
                Exhibits
                16Signatures
                
                17




FIRST
        TRANSACTION MANAGEMENT, INC.
 (A
        Development Stage Company)
 CONDENSED
        BALANCE SHEETS
 SEPTEMBER
        30, 2008 (Unaudited) AND DECEMBER 31, 2007
 
 September 30,
              
              December 31,2008
              
              2007(Unaudited
              )AssetsCurrent
                  assets:Cash
              
              $
              -
              
              $
              121,785Total
                  assets
              
              
              -
              
              
              121,785Liabilities
                  and deficiency in stockholders' equityCurrent
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              8,342
              
              $
              55,000Accrued
                  interest
              
              
              -
              
              
              242,741Total
                  current liabilities
              
              
              8,342
              
              
              297,741Loan
                  payable - stockholder
              
              
              -
              
              
              773,541Total
                  liabilities
              
              
              8,342
              
              
              1,071,282Deficiency
                  in stockholders' equity:Preferred
                  stock, par value $.01 per share; 25,000,000 shares authorized,
                  no shares
                  issued and outstanding
              
              
              -
              
              
              -Common
                  stock, par value $.01 per share; 125,000,000 shares authorized,
                  1,055,920
                  and 363,005 shares issued and outstanding, respectively
              
              
              10,559
              
              
              3,630Additional
                  paid-in capital
              
              
              2,433,961
              
              
              1,372,102Deficit
                  accumulated during the development stage
              
              
              (2,452,862
              )
              
              (2,325,229
              )Total
                  deficiency in stockholders' equity
              
              
              (8,342
              )
              
              (949,497
              )Total
                  liabilities and deficiency in stockholders' equity
              
              $
              -
              
              $
              121,785
 
 See
        accompanying notes to these unaudited condensed financial
        statements.
  2
  FIRST
        TRANSACTION MANAGEMENT, INC.
 (A
        Development Stage Company)
 CONDENSED
        STATEMENTS OF OPERATIONS
 FOR
        THE
        THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
 (Unaudited)
 
 Three Months ended September 30,
              
              Nine Months ended September 30,2008
              
              2007
              
              2008
              
              2007Fees
                  - consulting
              
              $
              -
              
              $
              173,361
              
              $
              -
              
              $
              229,321General
                  and administrative expense
              
              
              14,142
              
              
              23,320
              
              
              93,391
              
              
              118,519Depreciation
                  and amortization
              
              
              -
              
              
              716
              
              
              -
              
              
              2,148Total
                  expense
              
              
              14,142
              
              
              24,036
              
              
              93,391
              
              
              120,667(Loss)
                  income from operations before other income and interest
                  expense
              
              
              (14,142
              )
              
              149,325
              
              
              (93,391
              )
              
              108,654Gain
                  on distribution of shares
              
              
              -
              
              
              -
              
              
              1,750
              
              
              -Other
                  income
              
              
              138
              
              
              91
              
              
              138
              
              
              106Interest
                  expense
              
              
              (5,244
              )
              
              (15,471
              )
              
              (36,130
              )
              
              (46,413
              )(Loss)
                  income before income taxes
              
              
              (19,248
              )
              
              133,945
              
              
              (127,633
              )
              
              62,347Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  (loss) income
              
              
              (19,248
              )
              
              133,945
              
              
              (127,633
              )
              
              62,347Net
                  (loss) income per basic and diluted share
              
              $
              (0.03
              )
              $
              0.37
              
              $
              (0.26
              )
              $
              0.17Weighted
                  average shares outstanding, basic and diluted
              
              
              741,863
              
              
              363,005
              
              
              499,606
              
              
              363,005
 
 The
        accompanying notes are an integral part of these unaudited condensed financial
        statements.
  3
  FIRST
          TRANSACTION MANAGEMENT, INC.
 (A
          Development Stage Company)
 CONDENSED
          STATEMENT OF STOCKHOLDERS' DEFICIT
 JANUARY
          1, 2008 to SEPTEMBER 30, 2008
 (Unaudited)
 
 DeficitAccumulatedAdditional
                
                During theCommon Stock
                
                Paid-in
                
                Development
                
                Stockholders'Shares
                
                Amount
                
                Capital
                
                Stage
                
                DeficiencyBalance,
                    January 1, 2008
                
                
                
                
                
                363,005
                
                $
                3,630
                
                $
                1,372,102
                
                $
                (2,325,229
                )
                $
                (949,497
                )Common
                    stock issued for services
                
                
                April 21, 2008
                
                
                36,250
                
                
                362
                
                
                17,763
                
                
                -
                
                
                18,125Common
                    stock issued upon conversion of debt and accrued interest
                
                
                August 14, 2008
                
                
                656,665
                
                
                6,567
                
                
                1,044,096
                
                
                
                
                
                1,050,663Net
                    loss
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                (127,633
                )
                
                (127,633
                )Balance,
                    September 30, 2008
                
                
                
                
                
                1,055,920
                
                $
                10,559
                
                $
                2,433,961
                
                $
                (2,452,862
                )
                $
                (8,342
                )
 
 See
          accompanying notes to unaudited condensed financial statements.
  4
  FIRST
          TRANSACTION MANAGEMENT, INC.
 CONDENSED
          STATEMENTS OF CASH FLOWS
 NINE
          MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
 (Unaudited)
 
 2008
                
                2007Cash
                    flows from operating activities:Net
                    (loss) income
                
                $
                (127,633
                )
                $
                62,347Adjustments
                    to reconcile net (loss) income to net cash (used in) provided
                    by operating
                    activities:Depreciation
                    and amortization
                
                
                
                
                
                2,148Stock
                    based compensation
                
                
                18,125
                
                
                -Gain
                    on reduction of stockholder loan
                
                
                (1,750
                )
                
                -Change
                    in operating assets and liabilities:Accounts
                    payable and accrued expenses
                
                
                (46,658
                )
                
                49,565Accrued
                    interest
                
                
                36,131
                
                
                17,968Cash
                    (used in) provided by operating activities
                
                
                (121,785
                )
                
                132,028Net
                    (decrease) increase in cash
                
                
                (121,785
                )
                
                132,028Cash,
                    beginning of period
                
                
                121,785
                
                
                11,344Cash,
                    end of period
                
                $
                -
                
                $
                143,372Supplemental
                    cash flow information:Cash
                    paid for interest
                
                $
                -
                
                $
                28,444Cash
                    paid for income taxes
                
                $
                -
                
                $
                -Non-Cash
                    Financing Activities:Stockholder
                    debt and interest converted to common stock
                
                $
                1,050,663
                
                $
                -
 
 See
          accompanying notes to unaudited condensed financial statements.
  5


**FIRST
        TRANSACTION MANAGEMENT, INC.**
  **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
  **September
        30, 2008**
  **(Unaudited)**
 
 **NOTE
        1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES**
 
 **Nature
        of Operations**
  First
        Transaction Management, Inc. ( *“we”,
        “us”, “our company”, “our”, “First Transaction”* or 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,
        we changed our name to First Transaction Management, Inc. to more directly
        reflect our business interests in web based promotion and transaction processing
        management services. Effective December 31, 2004, we discontinued our efforts
        in
        those areas and are currently seeking new economic opportunities, including
        a
        merger transaction.
 
 On
        August
        1, 2008 we effected a 1 for 20 reverse split of our common stock. All share
        and
        per share amounts have been retroactively adjusted to reflect this reverse
        split.
 
 On
        August
        14, 2008, one of our shareholders (the “Seller”) sold 262,798 previously issued
        and outstanding post-split shares of our common stock, comprising approximately
        65.82% of our post-split issued and outstanding capital stock, and a Secured
        Promissory Note (the “Note”) made by the Company to the Seller that is
        convertible into 656,665 post-split shares of our common stock, for the
        aggregate purchase price of $600,000 (for the outstanding shares and the
        Note).
        The sale was accompanied by the resignation and replacement of our officers
        and
        directors.
  We
        are
        pursuing an acquisition strategy whereby we will seek to acquire businesses
        with
        a history of operating revenues in markets that provide room for growth.
        We are
        engaged in identifying, investigating and, if warranted, acquiring companies
        that will enhance revenues and increase shareholder value. In the event that
        our
        limited financial resources prove to be insufficient to implement our
        acquisition strategy, we will be required to seek additional financing, through
        either equity or debt financing.
 
 **Basis
        of Presentation**
  The
        accompanying unaudited condensed financial statements as of September 30,
        2008
        and for the three and nine month periods ended September 30, 2008 and 2007
        have
        been prepared by First Transaction Management, Inc. pursuant to the rules
        and
        regulations of the Securities and Exchange Commission, including Form 10-Q
        and
        Regulation S-X. The information furnished herein reflects all adjustments
        (consisting of normal recurring accruals and adjustments) which are, in the
        opinion of management, necessary to fairly present the operating results
        for the
        respective periods. Certain information and footnote disclosures normally
        present in annual financial statements prepared in accordance with accounting
        principles generally accepted in the United States of America have been omitted
        pursuant to such rules and regulations. The company believes that the
        disclosures provided are adequate to make the information presented not
        misleading. These financial statements should be read in conjunction with
        the
        audited financial statements and explanatory notes for the year ended December
        31, 2007 as disclosed in the company's 10-KSB for that year as filed with
        the
        SEC, as it may be amended.
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the amounts reported in the financial statements and accompanying
        disclosures. Although these estimates are based on management's best knowledge
        of current events and actions the Company may undertake in the future, actual
        results may differ from those estimates.
  **Revenue
        recognition**
  The
        Company recognized revenue at the time of service or as contractual terms
        were
        satisfied.
  6
  **Going
        Concern**
 
 The
        financial statements have been prepared on a going concern basis, and do
        not
        reflect any adjustments related to the uncertainty surrounding our recurring
        losses or accumulated deficit
 
 We
        currently have no revenue source and are incurring losses. These factors
        raise
        substantial doubt about our ability to continue as a going concern.
 
 We
        will
        pursue an acquisition strategy whereby we will seek to acquire businesses
        with a
        history of operating revenues in markets that provide room for growth. We
        are
        engaged in identifying, investigating and, if warranted, acquiring companies
        that will enhance revenues and increase shareholder value. In the event that
        our
        limited financial resources prove to be insufficient to implement our
        acquisition strategy, we will be required to seek additional financing, through
        either equity or debt financing.
  **Earnings
        (Loss) Per Share**
 
 We
        use
        SFAS No. 128, “Earnings Per Share” for calculating the basic and diluted
        loss per share. We compute basic loss per share by dividing net loss and
        net
        loss attributable to common shareholders by the weighted average number of
        common shares outstanding. Diluted loss per share is computed similar to
        basic
        loss per share except that the denominator is increased to include the number
        of
        additional common shares that would have been outstanding if the potential
        shares had been issued and if the additional shares were dilutive. Common
        equivalent shares are excluded from the computation of net loss per share
        if
        their effect is anti-dilutive. There were 13,750 common share equivalents
        at
        September 30, 2008 and 18,750 at September 30, 2007. For the three and nine
        month periods ended September 30, 2008 and 2007, these potential shares were
        excluded from the shares used to calculate diluted earnings per share as
        their
        inclusion would reduce net loss per share.
 
 **Recent
        Accounting Pronouncements**
 
 In
        September 2006, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No.157, *Fair
        Value Measurements* (“SFAS
        157”).  SFAS 157 defines fair value to be the price that would be received
        to sell an asset or paid to transfer a liability in an orderly transaction
        between market participants at the measurement date and emphasizes that fair
        value is a market-based measurement, not an entity-specific measurement.
         It establishes a fair value hierarchy and expands disclosures about fair
        value measurements in both interim and annual periods. SFAS 157 is effective
        for
        fiscal years beginning after November 15, 2007 and interim periods within
        those
        fiscal years. The Company adopted SFAS 157 on January 1, 2008 which did not
        have
        a material impact on its financial position and results of operations. The
        Company also adopted the deferral provisions of the Financial Accounting
        Standards Board Staff Position No. 157-2, which delays the effective date
        of SFAS No. 157 for all nonrecurring fair value measurements of
        non-financial assets and liabilities until fiscal years beginning after
        November 15, 2008.
 
 Fair
        value is defined as the exchange price that would be received for an asset
        or
        paid to transfer a liability (an exit price) in the principal or most
        advantageous market for the asset or liability in an orderly transaction
        between
        market participants on the measurement date.  SFAS No. 157 also
        expands disclosures about instruments measured at fair value and establishes
        a
        fair value hierarchy which requires an entity to maximize the use of observable
        inputs and minimize the use of unobservable inputs when measuring fair
        value.  The standard describes three levels of inputs that may be used to
        measure fair value:
  Level
        1 —
Quoted prices for identical assets and liabilities in active
        markets;
  Level
        2 —
Quoted prices for similar assets and liabilities in active markets; quoted
        prices for identical or similar assets and liabilities in markets that are
        not
        active; and model-derived valuations in which all significant inputs and
        significant value drivers are observable  in active markets;
        and
  Level
        3 —
Valuations derived from valuation techniques in which one or more significant
        inputs or significant value drivers are unobservable.
 
 The
        Company designates cash equivalents as Level 1. As of September 30, 2008,
        and
        December 31, 2007, the Company did not have any cash equivalents, therefore
        there were no assets measured at fair value.
  7
  In
        February 2007, the FASB issued Statement of Financial Accounting Standards
        (“SFAS”) No. 159, *The
        Fair Value Option for Financial Assets and Financial Liabilities-Including
        an
        Amendment of FASB Statement No. 115* (“SFAS
        159”).  SFAS 159 permits entities to measure eligible assets and
        liabilities at fair value.  Unrealized gains and losses on items for
        which the fair value option has been elected are reported in
        earnings.  SFAS 159 is effective for fiscal years beginning after
        November 15, 2007.  The Company adopted SFAS 159 on January 1, 2008
        and did not elect the fair value option which did not have a material impact
        on
        its financial position and results of operations.
 
 In
        December 2007, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 141R, *Business
        Combinations* , and
        Statement of Financial Accounting Standards No. 160, *Noncontrolling
        Interests in Consolidated Financial Statements,*  *an
        amendment of ARB No. 51* . 
These new standards significantly change the accounting for and reporting
        of
        business combination transactions and noncontrolling interests (previously
        referred to as minority interests) in consolidated financial statements. 
Both standards are effective for fiscal years beginning on or after December
        15,
        2008, with early adoption prohibited. These Statements are effective for
        the
        Company beginning on January 1, 2009.  The Company is currently evaluating
        the provisions of FAS 141(R) and FAS 160.
  In
        March 2008, the Financial Accounting Standards Board issued Statement of
        Financial Accounting Standards No. 161, *Disclosures
        About Derivative Instruments and Hedging Activities,*  *an
        amendment of FASB Statement No. 133* . This new standard enhances the disclosure requirements related to
        derivative instruments and hedging activities required by *FASB
        Statement No. 133* . 
This standard is effective for fiscal years and interim periods beginning
        after
        November 15, 2008, with early adoption encouraged. The Company adopted the
        required provisions of SFAS 161 on January 1, 2008 and the adoption did not
        have
        a significant impact on its financial position and results of
        operations.
 
 **NOTE
        2 - CAPITAL STOCK AND STOCKHOLDER’S EQUITY**
 
 We
        are
        authorized to issue 125,000,000 shares of common stock with a par value of
        $.01
        per share and 25,000,000 shares of preferred stock with a par value of $.01
        per
        share.
 
 On
        August
        1, 2008 we effected a 1 for 20 reverse split of our common stock. All share
        and
        per share amounts have been retroactively adjusted to reflect this reverse
        split.
  On
        April
        21, 2008, we entered into a consulting agreement in which we issued 18,750
        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 $0.50 per share. We also 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 from the sellers proceeds.
        This amount was paid upon the change of control transaction described in
        Note
        1.
  On
        April
        21, 2008, in consideration for legal services, we issued 17,500 shares of
        restricted common stock to the Company’s legal counsel. These shares were valued
        at $0.50 per share.
  On
        August
        14, 2008, in connection with the change of control described in Note 1,
        stockholder debt and accrued interest aggregating $1,055,663 was converted
        into
        656,665 shares of common stock.
  **NOTE
        3 – RELATED PARTY TRANSACTIONS**
  **Loans
        Payable to Shareholders**
  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 eight percent per annum on the loan balance. The
        note
        and accompanying security agreement provides a first lien over all 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 $1.60 per share. From inception through June 30, 2008, the lender
        advanced $1,248,541 of which $475,000 of this amount has been converted into
        common stock equity.
  On
        May
        27, 2008, the Company distributed 200 shares of stock it held in China Bio
        Energy Holding Group Co., Inc., an unaffiliated company, to such officer
        and
        director. The total value of these shares on the date of distribution was
        $1,750
        and was applied against the outstanding principal balance of the note payable
        to
        such officer and director. The outstanding principal balance of the note
        payable
        is $771,791.
  8
  In
        connection with the change of control described in Note 1, the office and
        director transferred her interest in the note and accrued interest to the
        purchasers. The note and accrued interest, aggregating $1,055,663, was then
        converted into 656,665 shares of common stock.
  **NOTE
        4 – SUBSEQUENT EVENTS**
 
 On
        October 21, 2008, we entered into a Stock Subscription Agreement (“the
        Agreement”) with three accredited and non-affiliated investors (the
“Investors”). Pursuant to the Agreement, the Investors purchased an aggregate of
        450,000 shares for $49,500.
  9




**ADVISEMENT**





Unless
      the context requires otherwise *,
      “First Transaction”* ,
      “ *the
      company* ”,
      “ *we* ”,
      “ *us* ”,
      “ *our* ”
and
      similar terms refer to First Transaction Management, Inc. Our common stock,
      par
      value $.01 per share is commonly referred to in this quarterly report as
      our “ *common
      shares* ”.
       The information in this quarterly report is current as of the date of this
      quarterly report (September 30, 2008), unless another date is specified.





We
      prepare our interim financial statements in accordance with United States
      generally accepted accounting principles.  Our financial condition and
      results of operations for the nine-month interim period ended September
      30, 2008 are not necessarily indicative of our prospective financial
      condition and results of operations for the pending full fiscal year ended
      December 31, 2008.  The interim financial statements presented in this
      quarterly report as well as other information relating to our company contained
      in this quarterly report should be read in conjunction and together with any
      reports, statements and information filed with the SEC.





**FORWARD
      LOOKING STATEMENTS**





In
      this
      quarterly report we make a number of statements, referred to as “forward-looking
      statements”, within the meaning of Section 27A of the Securities Act of 1933 and
      Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), which
      are intended to convey our expectations or predictions regarding the occurrence
      of possible future events or the existence of trends and factors that may impact
      our future plans and operating results. These forward-looking statements are
      derived, in part, from various assumptions and analyses we have made in the
      context of our current business plan and information currently available to
      use
      and in light of our experience and perceptions of historical trends, current
      conditions and expected future developments and other factors we believe are
      appropriate in the circumstances. You can generally identify forward looking
      statements through words and phrases such as *“believe”,
      “expect”, “seek”, “estimate”, “anticipate”, “intend”, “plan”, “budget”,
“project”, “may likely result”, “may be”, “may continue”* and
      other similar expressions.




Each
      forward-looking statement should be read in context with and in understanding
      of
      the various other disclosures concerning our company and our business made
      elsewhere in this report as well as our public filings with the Securities
      and
      Exchange Commission. You should not place undue reliance on any forward-looking
      statement as a prediction of actual results or developments. We are not
      obligated to update or revise any forward-looking statements contained in this
      report or any other filing to reflect new events or circumstances unless and
      to
      the extent required by applicable law.




**Item
      2.  Management's Discussion and Analysis or Plan of
      Operation**





**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
      2007, the Company generated ancillary revenues from general business consulting
      services to support its nominal operations. We currently have no revenue
      generating activities.





On
      August
      1, 2008 we effected a 1 for 20 reverse split of our common stock. All share
      and
      per share amounts have been retroactively adjusted to reflect this reverse
      split.





On
      August
      14, 2008, one of our shareholders (the “Seller”) sold 262,798 previously issued
      and outstanding post-split shares of our common stock, comprising approximately
      65.82% of our post-split issued and outstanding capital stock, and a Secured
      Promissory Note (the “Note”) made by the Company to the Seller that is
      convertible into 656,665 post-split shares of our common stock, for the
      aggregate purchase price of $600,000 (for the outstanding shares and the Note).
      The Note and related accrued interest was converted into 656,665 shares of
      common stock during August 2008. As a result of the sale, our officers and
      board
      of directors resigned and our current officer and director was appointed.





We
      are
      pursuing an acquisition strategy, whereby we will seek to acquire undervalued
      businesses with a history of operating revenues in markets that provide room
      for
      growth ("Acquisition Strategy"). We will engage in identifying, investigating
      and, if warranted, acquiring companies that will enhance our revenues and
      increase shareholder value.




Our
      Acquisition Strategy is focused on pursuing a strategy of growth by acquiring
      undervalued businesses with a history of operating revenues. We will utilize
      several criteria to evaluate prospective acquisitions including whether the
      business to be acquired (1) is an established business with viable services
      or
      products, (2) has an experienced and qualified management team, (3) has room
      for
      growth and/or expansion into other markets, (4) is accretive to earnings, (5)
      offers the opportunity to achieve and/or enhance profitability, and (6)
      increases shareholder value.




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.


10


**Critical
      Accounting Policies**





The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States requires us to make estimates and
      judgments that affect our reported assets, liabilities, revenues, and expenses,
      and the disclosure of contingent assets and liabilities. We base our estimates
      and judgments on historical experience and on various other assumptions we
      believe to be reasonable under the circumstances. Future events, however, may
      differ markedly from our current expectations and assumptions. While there
      are a
      number of significant accounting policies affecting our financial statements;
      we
      believe the following critical accounting policies involve the most complex,
      difficult and subjective estimates and judgments:




Use
      of
      Estimates - These financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America and,
      accordingly, require management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Specifically, our management has estimated the value of our
      shares issued for compensation and our net operating loss for tax purposes.
      Actual results could differ from those estimates.





Going
      Concern **-** The
      financial statements have been prepared on a going concern basis, and do not
      reflect any adjustments related to the uncertainty surrounding our recurring
      losses or accumulated deficit





We
      are
      currently in the process of implementing our new business plan, focusing on
      our
      acquisition strategy. At present, we have sufficient capital on hand to fund
      our
      operations only through March of 2009. There can be no assurance that upon
      implementing our new business plan, we will be successful or that we will start
      producing sufficient revenues to maintain our operations. The foregoing matters
      raise substantial doubt about our ability to continue as a going concern.





**Results
      of Operations**




**Comparison
      of the Three Month Period Ended September 30, 2008 to the Three Month Period
      Ended September 30, 2007**




Revenues
      from consulting services in the quarter ended September 30, 2007 were $173,361,
      as compared to $0 in the quarter ended September 30, 2008. This decrease in
      revenue is attributable to lack of consulting client service activity since
      late
      2007. Operating expenses decreased from $24,036 in 2007 to $14,142 in 2008,
      a
      decrease of $9,894, or 41%. The primary reason for the decrease in operating
      expenses is the lack of expenses related to consulting service activity in
      the
      current quarter, partially offset by increases in general and administrative
      expenses.




Interest
      expense decreased from $15,471 in 2007 to $5,244 in 2008. The decrease resulted
      from the conversion of the underlying debt and related accrued interest into
      common stock during the third quarter.




As
      the
      Company’s current focus and that for the next 12 months is on our acquisition
      strategy, the Company does not believe that quarter to quarter and year to
      year
      comparisons of its historical results of operations are meaningful in predicting
      our future financial performance. All of our revenue in 2007 was generated
      from
      providing ancillary consulting services. We currently have no revenue generating
      activities. Accordingly, it is anticipated that the Company’s results of
      operations will fluctuate from quarter to quarter and from fiscal year to fiscal
      year.




**Comparison
      of the Nine Month Period Ended September 30, 2008 to the Nine Month Period
      Ended September 30, 2007**




Revenues
      from consulting services in the nine month period ended September 30, 2007
      were
      $229,321, as compared to $0 in the nine month period ended September 30, 2008.
      This decrease is attributed to the lack of consulting client service activity
      since late 2007. Operating expenses decreased from $120,667 in 2007 to $93,391
      in 2008, a decrease of $27,276, or 23%. The primary reason for the decrease
      in
      operating expenses is the reduction of customer-related expenses.




Interest
      expense decreased from $46,413 in 2007 to $36,130 in 2008. The decrease resulted
      from the conversion of the underlying debt and related accrued interest into
      common stock during the third quarter.




As
      the
      Company’s current focus and that for the next 12 months is on our acquisition
      strategy, the Company does not believe that quarter to quarter and year to
      year
      comparisons of its historical results of operations are meaningful in predicting
      our future financial performance. All of our revenue in 2007 was generated
      from
      providing ancillary consulting services. We currently have no revenue generating
      activities. Accordingly, it is anticipated that the Company’s results of
      operations will fluctuate from quarter to quarter and from fiscal year to fiscal
      year.





**Plan
      of Operation**




We
      are
      pursuing an Acquisition Strategy, whereby we will seek to acquire undervalued
      businesses with a history of operating revenues in markets that provide room
      for
      growth. We will primarily engage in identifying, investigating and, if
      investigation warrants, acquiring companies that will enhance our revenues
      and
      increase shareholder value. Our Acquisition Strategy is focused on pursuing
      a
      strategy of growth by acquiring undervalued businesses with a history of
      operating revenues. We will utilize several criteria to evaluate prospective
      acquisitions including whether the business to be acquired (1) is an established
      business with viable services or products, (2) has an experienced and qualified
      management team, (3) has room for growth and/or expansion into other markets,
      (4) is accretive to earnings, (5) offers the opportunity to achieve and/or
      enhance profitability, and (6) increases shareholder value.


11


**Liquidity
      and Capital Resources**




As
      of
      September 30, 2008 we had a working capital deficit of $8,342. On October 21,
      2008, we entered into a Stock Subscription Agreement (“the Agreement”) with
      three accredited and non-affiliated investors (the “Investors”). Pursuant to the
      Agreement, the Investors purchased an aggregate of 450,000 shares of common
      stock for $49,500. While our cash on hand on November 7, 2008 of
      approximately $29,000 will satisfy our immediate financial needs, it may not
      be
      sufficient to provide us with sufficient capital to maintain our business and
      to
      finance acquisitions. Accordingly, within the next six months, management
      anticipates needing to need to raise additional funds in order to continue
      operating. There can be no assurances that we will be able to obtain additional
      funds if and when needed.





Additionally,
      as we are considered a “shell” or “blank check” company, purchasers of our
      securities cannot currently rely on Rule 144 promulgated under the Securities
      Act with regard to the resale of their shares. Accordingly, any financing in
      the
      form of equity may be deeply discounted to compensate the investors for the
      added risk and inability to rely on Rule 144. ****





**UNCERTAINTIES
      AND OTHER RISK FACTORS THAT**


**MAY
      AFFECT OUR FUTURE RESULTS AND FINANCIAL CONDITION**





We
      have
      described below a number of uncertainties and risks which, in addition to
      uncertainties and risks presented elsewhere in this quarterly report, may
      adversely affect our business, operating results and financial condition.
 The uncertainties and risks enumerated below as well as those presented
      elsewhere in this quarterly report should be considered carefully in evaluating
      our company and our business and the value of our securities.





***We
      have Limited Resources***





We
      have
      limited resources. We are pursuing an acquisition strategy, whereby we will
      seek
      to acquire undervalued businesses with a history of operating revenues in
      markets that provide room for growth. Other than nominal interest income, we
      will only derive revenues through the acquisition of a target company. There
      can
      be no assurance that any target company, at the time of the Company's
      consummation of an acquisition of the target, or at any time thereafter, will
      derive any material revenues from its operations or operate on a profitable
      basis. Based on our limited resources, we may not be able to effectuate our
      business plan and consummate any additional acquisitions. There can be no
      assurance that we will have sufficient financial resources to permit the
      achievement of our business objectives.





***We
      May Not be Able to Continue as Going Concern***





Based
      on
      our limited operations, lack of revenue and relatively minimal assets there
      can
      be no assurance that we will be able to continue as a going concern or complete
      a merger, acquisition or other business combination.





***We
      Will Need Additional Financing in Order to Execute Our Business Plan and it
      may
      be Extremely Expensive***





We
      will
      be entirely dependent upon our limited available financial resources to
      implement our acquisition strategy. We cannot ascertain with any degree of
      certainty the capital requirements for the successful execution of our
      acquisition strategy. In the event that our limited financial resources prove
      to
      be insufficient to implement our acquisition strategy, we will be required
      to
      seek additional financing. Also, in the event of the consummation of an
      acquisition, we may require additional financing to fund the operations or
      growth of the target. Additionally, as we are considered a “shell” or “blank
      check” company, purchasers of our securities cannot currently rely on Rule 144
      promulgated under the Securities Act with regard to the resale of their shares.
      Accordingly, any financing in the form of equity may be deeply discounted to
      compensate the investors for the added risk and inability to rely on Rule 144.
      Depending on such discount, our current shareholders may be substantially
      diluted.





***Additional
      Financing May Not Be Available to Us***





There
      can
      be no assurance that additional financing will be available on acceptable terms,
      or at all. To the extent that additional financing proves to be unavailable
      when
      needed, we would, in all likelihood, be compelled to abandon plans of further
      acquisitions, and would have minimal capital remaining to pursue other targets.
      Our inability to secure additional financing, if needed, could also have a
      material adverse effect on our continued development or growth. We have no
      arrangements with any bank or financial institution to secure additional
      financing and there can be no assurance that any such arrangement, if required
      or otherwise sought, would be available on terms deemed to be commercially
      acceptable to us and in our best interests.


12


***Competition
      for Acquisitions***





We
      expect
      to encounter intense competition from other entities having business objectives
      similar to ours. Many of these entities, including venture capital firms,
      partnerships and corporations, blind pool companies, large industrial and
      financial institutions, small business investment companies and wealthy
      individuals, are well-established and have extensive experience in connection
      with identifying and effecting acquisitions directly or through affiliates.
      Many
      of these competitors possess greater financial, technical, human and other
      resources than us and there can be no assurance that we will have the ability
      to
      compete successfully. Our financial resources will be limited in comparison
      to
      those of many of our competitors. This inherent competitive limitation may
      compel us to select certain less attractive acquisition prospects. There can
      be
      no assurance that such prospects will permit us to achieve our stated business
      objectives.





***We
      May Be Subject to Uncertainty in the Competitive Environment of a
      Target***





In
      the
      event that we succeed in completing an acquisition, we will, in all likelihood,
      become subject to intense competition from competitors of the target. In
      particular, certain industries which experience rapid growth frequently attract
      an increasingly large number of competitors, including competitors with greater
      financial, marketing, technical, human and other resources than the initial
      competitors in the industry. The degree of competition characterizing the
      industry of any prospective target cannot presently be ascertained. There can
      be
      no assurance that, subsequent to a consummation of an acquisition, we will
      have
      the resources to compete effectively in the industry of the target, especially
      to the extent that the target is in a high growth industry.





***We
      May Pursue an Acquisition With a Target Operating Outside the United States:
      Special Additional Risks Relating to Doing Business in a Foreign
      Country***





We
      may
      effectuate an acquisition with a target whose business operations or even
      headquarters, place of formation or primary place of business are located
      outside the United States. In such event, we may face the significant additional
      risks associated with doing business in that country. In addition to the
      language barriers, different presentations of financial information, different
      business practices, and other cultural differences and barriers that may make
      it
      difficult to evaluate such a target, ongoing business risks may result from
      the
      internal political situation, uncertain legal systems and applications of law,
      prejudice against foreigners, corrupt practices, uncertain economic policies
      and
      potential political and economic instability that may be exacerbated in various
      foreign countries.





***The
      Uncertain Structure of an Acquisition May Result in Risks Relating to the Market
      for Our Common Stock***





We
      may
      form one or more subsidiary entities to effect an acquisition and may, under
      certain circumstances, distribute the securities of subsidiaries to our
      stockholders. There can be no assurance that a market would develop for the
      securities of any subsidiary distributed to stockholders or, if a market were
      to
      develop, no assurances as to the prices at which such securities might
      trade.





***We
      Expect to Pay No Cash Dividends***





We
      do not
      expect to pay dividends to the holders of common stock. The payment of
      dividends, if any, will be contingent upon our revenues and earnings, if any,
      capital requirements, and general financial condition. The payment of any
      dividends will be within the discretion of our Board of Directors. We presently
      intend to retain all earnings, if any, to implement our business plan;
      accordingly, the Board of Directors does not anticipate declaring any dividends
      to the holders of common stock in the foreseeable future.


13




***Indemnification
      of Officers and Directors***





Our
      Certificate of Incorporation provides for the indemnification of our officers
      and directors to the fullest extent permitted by the laws of the State of
      Delaware. It is possible that the indemnification obligations imposed under
      these provisions could result in a charge against our earnings, if any, and
      thereby affect the availability of funds for other uses.





***Taxation
      Considerations May Impact the Structure of an Acquisition and Post-merger
      Liabilities***





Federal
      and state tax consequences will, in all likelihood, be major considerations
      for
      us in consummating an acquisition. The structure of an acquisition or the
      distribution of securities to stockholders may result in taxation of us, the
      target or stockholders. Typically, these transactions may be structured to
      result in tax-free treatment to both companies, pursuant to various federal
      and
      state tax provisions. We intend to structure any acquisition so as to minimize
      the federal and state tax consequences to both the us and the target. Management
      cannot assure that an acquisition will meet the statutory requirements for
      a
      tax-free reorganization, or that the parties will obtain the intended tax-free
      treatment upon a transfer of stock or assets. A non-qualifying reorganization
      could result in the imposition of both federal and state taxes, which may have
      an adverse effect on both parties to the transaction.





***We
      May Be Deemed an Investment Company and Subjected to Related
      Restrictions***





The
      regulatory scope of the Investment Company Act of 1940, as amended (the
      "Investment Company Act"), which was enacted principally for the purpose of
      regulating vehicles for pooled investments in securities, extends generally
      to
      companies engaged primarily in the business of investing, reinvesting, owning,
      holding or trading in securities. The Investment Company Act may, however,
      also
      be deemed to be applicable to a company which does not intend to be
      characterized as an investment company but which, nevertheless, engages in
      activities which may be deemed to be within the definitional scope of certain
      provisions of the Investment Company Act. We believe that our anticipated
      principal activities, which will involve acquiring control of an operating
      company, will not subject us to regulation under the Investment Company Act.
      Nevertheless, there can be no assurance that at some future point we will not
      be
      deemed to be an investment company. If we are deemed to be an investment
      company, we may become subject to certain restrictions relating to our
      activities, including restrictions on the nature of our investments and the
      issuance of securities. In addition, the Investment Company Act imposes certain
      requirements on companies deemed to be within its regulatory scope, including
      registration as an investment company, adoption of a specific form of corporate
      structure and compliance with certain burdensome reporting, record keeping,
      voting, proxy, disclosure and other rules and regulations. In the event of
      the
      characterization of us as an investment company, our inability to satisfy such
      regulatory requirements, whether on a timely basis or at all, would, under
      certain circumstances, have a material adverse effect on us.


14


**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**





**Evaluation
      of Disclosure Controls and Procedures**





We
      maintain disclosure controls and procedures (as defined in Rules 13a-15(e)
      and
      15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”) that are designed to be effective in providing reasonable assurance that
      information required to be disclosed in our reports under the Exchange Act
      is
      recorded, processed, summarized and reported within the time periods specified
      in the rules and forms of the Securities and Exchange Commission (the “ SEC”),
      and that such information is accumulated and communicated to our management
      to
      allow timely decisions regarding required disclosure.





In
      designing and evaluating disclosure controls and procedures, management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable, not absolute assurance of achieving
      the
      desired objectives. Also, the design of a control system must reflect the fact
      that there are resource constraints and the benefits of controls must be
      considered relative to their costs. Because of the inherent limitations in
      all
      control systems, no evaluation of controls can provide absolute assurance that
      all control issues and instances of fraud, if any, have been detected. These
      inherent limitations include the realities that judgments in decision-making
      can
      be faulty and that breakdowns can occur because of simple error or mistake.
      The
      design of any system of controls is based, in part, upon certain assumptions
      about the likelihood of future events and there can be no assurance that any
      design will succeed in achieving its stated goals under all potential future
      conditions.





As
      of the
      end of the period covered by this report, we carried out an evaluation, under
      the supervision and with the participation of management, including our chief
      executive officer and principal financial officer, of the effectiveness of
      the
      design and operation of our disclosure controls and procedures. Based upon
      that
      evaluation, management concluded that our disclosure controls and procedures
      are
      effective as of September 30, 2008 to cause the information required to be
      disclosed by us in reports that we file or submit under the Exchange Act is
      recorded, processed, summarized and reported within the time periods prescribed
      by SEC, and that such information is accumulated and communicated to management,
      including our chief executive officer and principal financial officer, as
      appropriate, to allow timely decisions regarding required
      disclosure.





**Changes
      in Internal Control over Financial Reporting**





There
      was
      no change in our internal controls over financial reporting identified in
      connection with the requisite evaluation that occurred during our last fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.


15


**PART
      II**


**OTHER
      INFORMATION**




**Item
      1.   Legal Proceedings**




None




**Item
      2.  Unregistered Sales of Equity Securities**




We
      incorporate by reference the information contained in the Company’s Current
      Report on Form 8-k filed with the Commission on October 28, 2008.




**Item
      3.  Defaults Upon Senior Securities**




None




**Item
      4.  Submission of Matters to a Vote of Security Holders**




On
      June
      26, 2008, we received a written consent approving an amendment to our
      certificate of incorporation, as amended, to effect a reverse split of up to
      1:25 of our outstanding shares of common stock and to increase the number of
      authorized shares of capital stock to 150,000,000, of which 125,000,000 would
      be
      classified as common stock and 25,000,000 would be classified as preferred
      stock. The action was approved by 5,255,947 shares of our outstanding common
      stock which constituted approximately 64% of the shares entitled to vote on
      such
      matter. Notice of such action was sent to shareholders on or about July 10,
      2008.




**Item
      5.  Other Information**




None




**Item
      6.   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


16




**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/
                Lawrence ChimerineLawrence
                Chimerine, Chief Executive Officer,Chief
                Financial Officer and President




Dated:
      November 14, 2008


17