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 March 31, 2009





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 has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).
  o 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 oNon-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 May 10, 2009 the issuer had
1,515,920 shares of common stock, par value $.01 per share,
outstanding.








FIRST
TRANSACTION MANAGEMENT, INC.




FORM
10-Q




For the
quarterly period ended March 31, 2009




INDEX





PagePART
      I
                FINANCIAL
      INFORMATIONItem
      1
                Condensed
      Balance Sheets at December 31, 2008 and March 31, 2009 (unaudited at March
      31, 2009)
                4Condensed
      Statements of Operations for the three months ended March 31, 2009 and
      2008 and for the period March 25, 1999 (inception) to March 31, 2009
      (unaudited)
                5Condensed
      Statement of Changes in Stockholders’ Equity for the period from March 25,
      1999 (inception) to March 31, 2009 (unaudited)
                6Condensed
      Statements of Cash Flows for the three months ended March 31, 2009 and
      2008 and for the period March 25, 1999 (inception) to March 31, 2009
      (unaudited)
                7Notes
      to Condensed Financial Statements (unaudited)
                8Item
      2
                Management’s
      Discussion and Analysis or Plan of Operation
                10Item
      3
                Quantitative
      and Qualitative Disclosures About Market Risk
                14Item
      4T
                Controls
      and Procedures
                14PART
      II
                Other
      Information
                15Item
      1
                Legal
      Proceedings
                15Item
      2
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                15Item
      3
                Defaults
      Upon Senior Securities
                15Item
      4
                Submission
      of Matters to a Vote of Security Holders
                15Item
      5
                Other
      Information
                15Item
      6
                Exhibits
                15Signatures
                
                16


2




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 (March 31, 2009), 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 three-month interim period ended March 31, 2009
are not necessarily indicative of our prospective financial condition and
results of operations for the pending full fiscal year ended December 31, 2009.
 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.




3


PART I
 FINANCIAL
INFORMATION




ITEM
1.   FINANCIAL STATEMENTS


FIRST
TRANSACTION MANAGEMENT, INC.


(A
Development Stage Company)


CONDENSED
BALANCE SHEETS





March 31,
                
                
                December 31,2009
                
                
                2008(Unaudited)AssetsCurrent
      assets:Cash
                
                $
                11,527
                
                
                $
                17,144Total
      assets
                
                $
                11,527
                
                
                $
                17,144Liabilities
      and deficiency in stockholders' equityCurrent
      liabilities:Accounts
      payable and accrued expenses
                
                $
                39,890
                
                
                $
                27,482Total
      current liabilities
                
                
                39,890
                
                
                
                27,482Loan
      payable - stockholder
                
                
                -
                
                
                
                -Total
      liabilities
                
                
                39,890
                
                
                
                27,482Deficiency
      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,1,515,920
      shares issued and outstanding, respectively
                
                
                15,159
                
                
                
                15,159Additional
      paid-in capital
                
                
                2,479,961
                
                
                
                2,479,961Deficit
      accumulated during the development stage
                
                
                (2,523,483
                )
                
                
                (2,505,458
                )Total
      deficiency in stockholders' equity
                
                
                (28,363
                )
                
                
                (10,338
                )Total
      liabilities and deficiency in stockholders' equity
                
                $
                11,527
                
                
                $
                17,144





See
accompanying notes to these unaudited condensed financial
statements.




4




FIRST
TRANSACTION MANAGEMENT, INC.


(A
Development Stage Company)


CONDENSED
STATEMENTS OF OPERATIONS





For
      the PeriodMarch 25, 1999(Inception) toThree Months ended March 31,
                
                
                March 31,2009
                
                
                2008
                
                
                2009Fees
      - consulting
                
                $
                -
                
                
                $
                -
                
                
                $
                534,634Operating
      expenses
                
                
                18,025
                
                
                
                29,114
                
                
                
                1,568,047Depreciation
      and amortization
                
                
                -
                
                
                
                -
                
                
                
                277,177Write-off
      of intangibles
                
                
                -
                
                
                
                -
                
                
                
                776,065Total
      expense
                
                
                18,025
                
                
                
                29,114
                
                
                
                2,621,289Loss
      from operations before other income and interest expense
                
                
                (18,025
                )
                
                
                (29,114
                )
                
                
                (2,086,655
                )Gain
      on distribution of shares
                
                
                -
                
                
                
                -
                
                
                
                1,750Other
      income
                
                
                -
                
                
                
                -
                
                
                
                5,879Interest
      expense, net
                
                
                -
                
                
                
                (15,471
                )
                
                
                (444,457
                )Loss
      before income taxes
                
                
                (18,025
                )
                
                
                (44,585
                )
                
                
                (2,523,483
                )Provision
      for income taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (18,025
                )
                
                $
                (44,585
                )
                
                $
                (2,523,483
                )Net
      loss per basic and diluted share
                
                $
                (0.01
                )
                
                $
                (0.12
                )Weighted
      average shares outstanding,basic and diluted
                
                
                1,515,920
                
                
                
                363,005





See
accompanying notes to these unaudited condensed financial
statements.





5





FIRST
TRANSACTION MANAGEMENT, INC.


(A
Development Stage Company)


CONDENSED
STATEMENT OF STOCKHOLDERS' DEFICIT


MARCH
25, 1999 (INCEPTION) to MARCH 31, 2009





DeficitAccumulatedAdditional
                      
                      
                      During theCommon Stock
                      
                      
                      Paid-in
                      
                      
                      Development
                      
                      
                      Stockholders'Shares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Stage
                      
                      
                      DeficiencyCommon
      stock sold for cash
                      March
      25, 1999
                      
                      
                      1
                      
                      
                      $
                      -
                      
                      
                      $
                      50,000
                      
                      
                      $
                      -
                      
                      
                      $
                      50,000Intangible
      assets contributed in spin-off transaction
                      June
      30, 1999
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      165,652
                      
                      
                      
                      -
                      
                      
                      
                      165,652Common
      stock sold for cash
                      September
      27, 1999
                      
                      
                      76,410
                      
                      
                      
                      764
                      
                      
                      
                      299,236
                      
                      
                      
                      -
                      
                      
                      
                      300,000Common
      stock sold for cash
                      October
      4, 1999
                      
                      
                      19,200
                      
                      
                      
                      192
                      
                      
                      
                      19,008
                      
                      
                      
                      -
                      
                      
                      
                      19,200Net
      loss
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (33,139
                      )
                      
                      
                      (33,139
                      )Balance,
      December 31, 1999
                      
                      
                      
                      95,611
                      
                      
                      
                      956
                      
                      
                      
                      533,896
                      
                      
                      
                      (33,139
                      )
                      
                      
                      501,713Common
      stock sold for cash
                      December
      4, 2000
                      
                      
                      18,750
                      
                      
                      
                      188
                      
                      
                      
                      374,812
                      
                      
                      
                      -
                      
                      
                      
                      375,000Net
      loss
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,211,910
                      )
                      
                      
                      (1,211,910
                      )Balance,
      December 31, 2000
                      
                      
                      
                      114,361
                      
                      
                      
                      1,144
                      
                      
                      
                      908,708
                      
                      
                      
                      (1,245,049
                      )
                      
                      
                      (335,197
                      )Common
      stock issued for services
                      June
      11, 2001
                      
                      
                      2,500
                      
                      
                      
                      25
                      
                      
                      
                      15,975
                      
                      
                      
                      -
                      
                      
                      
                      16,000Common
      stock issued for services
                      December
      31, 2001
                      
                      
                      4,250
                      
                      
                      
                      42
                      
                      
                      
                      27,158
                      
                      
                      
                      -
                      
                      
                      
                      27,200Common
      stock issued for debt
                      December
      31, 2001
                      
                      
                      234,444
                      
                      
                      
                      2,344
                      
                      
                      
                      372,656
                      
                      
                      
                      -
                      
                      
                      
                      375,000Net
      loss
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (262,970
                      )
                      
                      
                      (262,970
                      )Balance,
      December 31, 2001
                      
                      
                      
                      355,555
                      
                      
                      
                      3,555
                      
                      
                      
                      1,324,497
                      
                      
                      
                      (1,508,019
                      )
                      
                      
                      (179,967
                      )Common
      stock issued for services
                      March
      31, 2002
                      
                      
                      4,950
                      
                      
                      
                      50
                      
                      
                      
                      31,630
                      
                      
                      
                      -
                      
                      
                      
                      31,680Common
      stock issued for services
                      June
      30, 2002
                      
                      
                      2,500
                      
                      
                      
                      25
                      
                      
                      
                      15,975
                      
                      
                      
                      -
                      
                      
                      
                      16,000Net
      loss
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (533,871
                      )
                      
                      
                      (533,871
                      )Balance,
      December 31, 2002
                      
                      
                      
                      363,005
                      
                      
                      
                      3,630
                      
                      
                      
                      1,372,102
                      
                      
                      
                      (2,041,890
                      )
                      
                      
                      (666,158
                      )Net
      loss
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (121,281
                      )
                      
                      
                      (121,281
                      )Balance,
      December 31, 2003
                      
                      
                      
                      363,005
                      
                      
                      
                      3,630
                      
                      
                      
                      1,372,102
                      
                      
                      
                      (2,163,171
                      )
                      
                      
                      (787,439
                      )Net
      loss
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (127,030
                      )
                      
                      
                      (127,030
                      )Balance,
      December 31, 2004
                      
                      
                      
                      363,005
                      
                      
                      
                      3,630
                      
                      
                      
                      1,372,102
                      
                      
                      
                      (2,290,201
                      )
                      
                      
                      (914,469
                      )Net
      income
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      28,686
                      
                      
                      
                      28,686Balance,
      December 31, 2005
                      
                      
                      
                      363,005
                      
                      
                      
                      3,630
                      
                      
                      
                      1,372,102
                      
                      
                      
                      (2,261,515
                      )
                      
                      
                      (885,783
                      )Net
      loss
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (91,829
                      )
                      
                      
                      (91,829
                      )Balance,
      December 31, 2006
                      
                      
                      
                      363,005
                      
                      
                      
                      3,630
                      
                      
                      
                      1,372,102
                      
                      
                      
                      (2,353,344
                      )
                      
                      
                      (977,612
                      )Net
      income
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      28,115
                      
                      
                      
                      28,115Balance,
      December 31, 2007
                      
                      
                      
                      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
                      
                      
                      
                      -
                      
                      
                      
                      1,050,663Common
      stock sold for cash
                      October
      20, 2008
                      
                      
                      450,000
                      
                      
                      
                      4,500
                      
                      
                      
                      45,000
                      
                      
                      
                      -
                      
                      
                      
                      49,500Common
      stock issued for services
                      October
      20, 2008
                      
                      
                      10,000
                      
                      
                      
                      100
                      
                      
                      
                      1,000
                      
                      
                      
                      -
                      
                      
                      
                      1,100Net
      loss
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (180,229
                      )
                      
                      
                      (180,229
                      )Balance,
      December 31, 2008
                      
                      
                      
                      1,515,920
                      
                      
                      
                      15,159
                      
                      
                      
                      2,479,961
                      
                      
                      
                      (2,505,458
                      )
                      
                      
                      (10,338
                      )Net
      loss (Unaudited)
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (18,025
                      )
                      
                      
                      (18,025
                      )Balance,
      March 31, 2009 (Unaudited)
                      
                      
                      
                      1,515,920
                      
                      
                      $
                      15,159
                      
                      
                      $
                      2,479,961
                      
                      
                      $
                      (2,523,483
                      )
                      
                      $
                      (28,363
                      )





See
accompanying notes to these unaudited condensed financial
statements.





6




FIRST
TRANSACTION MANAGEMENT, INC.


CONDENSED
STATEMENTS OF CASH FLOWS


(Unaudited)





For the PeriodMarch 25, 1999(Inception) toThree Months ended March 31,
                
                
                March 31,2009
                
                
                2008
                
                
                2009Cash
      flows from operating activities:Net
      loss
                
                $
                (18,025
                )
                
                $
                (44,585
                )
                
                $
                (2,523,483
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                
                
                -
                
                
                
                -
                
                
                
                424,160Stock
      based compensation
                
                
                -
                
                
                
                -
                
                
                
                66,905Gain
      on reduction of stockholder loan
                
                
                -
                
                
                
                -
                
                
                
                (1,750
                )Write
      off of intangibles
                
                
                -
                
                
                
                -
                
                
                
                645,631Change
      in operating assets and liabilities
                  Accounts
      payable and accrued expenses
                
                
                12,408
                
                
                
                5,000
                
                
                
                39,890Accrued
      interest
                
                
                -
                
                
                
                15,471
                
                
                
                278,872Net
      cash used in operating activities
                
                
                (5,617
                )
                
                
                (24,114
                )
                
                
                (1,069,775
                )Cash
      flows from investing activities:Purchase
      of intangible assets and equipment
                
                
                -
                
                
                
                -
                
                
                
                (904,139
                )Net
      cash used by investing activities
                
                
                -
                
                
                
                -
                
                
                
                (904,139
                )Cash
      flows from financing activities:Debt
      conversion to equity
                
                
                
                
                
                
                
                
                
                
                (34,264
                )Proceed
      from the sale of common stock
                
                
                -
                
                
                
                -
                
                
                
                841,925Proceeds
      from stockholder note
                
                
                
                
                
                
                
                
                
                
                1,177,780Net
      cash provided by financing activities
                
                
                -
                
                
                
                -
                
                
                
                1,985,441Net
      (decrease) increase in cash
                
                
                (5,617
                )
                
                
                (24,114
                )
                
                
                11,527Cash,
      beginning of period
                
                
                17,144
                
                
                
                121,785
                
                
                
                -Cash,
      end of period
                
                $
                11,527
                
                
                $
                97,671
                
                
                $
                11,527Supplemental
      cash flow information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -





See
accompanying notes to these unaudited condensed financial
statements.





7




FIRST
TRANSACTION MANAGEMENT, INC.


(A
Development Stage Company)


NOTES
TO CONDENSED FINANCIAL STATEMENTS





MARCH
31, 2009


(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 sold: (i) 262,798 previously issued post-split
shares of our common stock, comprising approximately 65.82% of our post-split
issued and outstanding capital stock; and (ii) a secured promissory note made by
the Company in the amount of $1,050,663 (including accrued interest). The
secured promissory note is convertible into 656,665 of our common
shares.  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 March 31, 2009 and
for the three month periods ended March 31, 2009 and 2008 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, 2008 as disclosed in the
company's 10-K for that year as filed with the SEC, as it may be
amended.





The
results of the three months ended March 31, 2009 are not necessarily indicative
of the results to be expected for the pending full year ending December 31,
2009.





8





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.





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  and 18,750 common
share equivalents at March 31, 2009 and 2008, respectively. These potential
shares were excluded from the shares used to calculate diluted earnings per
share as their inclusion would reduce net loss per share or increase net income
per share.





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.




9




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 May 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 March 31, 2009 to the Three Month Period Ended
March 31, 2008




We had no
revenues from consulting services in the quarters ended March 31, 2009 or 2008
attributable to lack of consulting client service activity since late 2007.
Operating expenses decreased from $29,114 in 2008 to $18,025 in 2009, a decrease
of $11,089, or 38%. The decrease results primarily from a decrease in consulting
fees. The primary components of our current operating expenses are compensation
and professional fees.




Interest
expense was $15,471 in 2008 with no interest expense in 2009. The decrease
resulted from the conversion of the underlying debt and related accrued interest
into common stock during the third quarter of 2008.




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. 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
March 31, 2009 we had a working capital deficit of $28,363. 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 April 30, 2009 of
approximately $5,000 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 three 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 Annual Report should be considered carefully in evaluating our
company and our business and the value of our securities. The following
important factors, among others, could cause our actual business, financial
condition and future results to differ materially from those contained in
forward-looking statements made in this Quarterly Report or presented elsewhere
by management from time to time.





Our
limited resources may not be sufficient for us to implement our Acquisition
Strategy.





We have
limited resources. We are pursuing an acquisition strategy, whereby we will seek
to acquire undervalued businesses.  The implementation of our strategy
is highly dependent on retaining professions such as lawyers, accountants and
investment bankers to consummate any proposed transaction.  As a
result of our limited resources, we may not have sufficient capital to retain
such professions and as a result, may not be able to successfully implement our
strategy.





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 are
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.


12





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.





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
Which will Entail the 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.





Lawrence Chimerine,
our CEO, is Critical to Our Future Success





Our
ability to successfully carry out our business plan and to consummate additional
acquisitions will be dependent upon the efforts of Mr. Chimerine.
Notwithstanding the significance of Mr. Chimerine, we have not obtained any "key
man" life insurance on his life. The loss of the services of Mr. Chimerine would
have a material adverse effect on our ability to successfully achieve our
business objectives. If additional personnel are required, there can be no
assurance that we will be able to retain such necessary additional
personnel.





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. Accordingly, any return
on a stockholders’ investment will require the appreciation of our common
shares.  There can be no assurance that the value of our common shares
will increase.


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.





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.





Evaluation
of Disclosure Controls and Procedures




Based on
management’s evaluation (with the participation of our CEO and Chief Financial
Officer (Principal Accounting Officer)), as of the end of the period covered by
this report, our CEO and Principal Accounting Officer have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)), are effective as of the end of the period covered by this report to
provide reasonable assurance that 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 specified in SEC rules and
forms, and is accumulated and communicated to management, including our
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.


14




Changes
in Internal Control Over Financial Reporting




There
were no changes to our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





Inherent
Limitations on Effectiveness of Controls




Our
management, including the CEO and Principal Accounting Officer, does not expect
that our disclosure controls or our internal control over financial reporting
will prevent or detect all error and all fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system’s objectives will be met. 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. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or 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. Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to
future periods are subject to risks. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures.





PART
II


OTHER INFORMATION




Item
1.   Legal Proceedings




None




Item
2.  Unregistered Sales of Equity Securities




None





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




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


15




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 and PrincipalAccounting
      Officer and Director




Dated:
May 15, 2009


16