FIRST TARGET ACQUISITION INC
SC 13D, 1999-05-12
BLANK CHECKS
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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549

                           SCHEDULE 13D
           (Under the Securities Exchange Act of 1934)

                  First Target Acquisition, Inc.
                         (Name of Issuer)

                       Common Voting Stock
                  (Title of Class of Securities)

                            337145 10 6
                          (CUSIP Number)

Branden T. Burningham, Suite 205, 455 East 500 South, Salt Lake City, UT
84111, (801-363-7411)
(Name, Address and Telephone Number of Person Authorized to Receive Notices)

                        April 29, 1999
     (Date of Event which Requires Filing of this Statement)

     1.   Gerard A. Powell

     2.   (a)__.

          (b) X .

     3.  
_____________________________________________________________________
                          (SEC use only)

     4.   OO.

     5.   None; not applicable.

     6.   Pennsylvania.

     Number of Shares         7.   Sole Voting Power: 4,115,545
     Beneficially Owned       8.   Shared Voting Power: None.
     by Each Reporting Person 9.   Sole Dispositive Power: 4,115,545
                             10. Shared Dispositive Power: None.

     11.  4,115,545

     12.  ____(No shares are excluded in the numerical or percentage
computations herein).

     13.  37.1%

     14.  IN.

     Item 1.   First Target Acquisition, Inc., a Nevada corporation (SEC File
No. 0-23905 [the "Company"]); 210 West Fourth Street, Suite 101, East
Stroudsburg, Pennsylvania 18301; $0.001 par value common voting stock.
                                 
     Item 2.(a) Gerard A. Powell
            (b) 210 West Fourth Street, Suite 101, East Stroudsburg,
Pennsylvania 18301.
            (c) President of the Company.  Principal business address of the
Company is set forth in Item 1.
            (d)  None. 
            (e)  None.
            (f)  US.
 
     Item 3.   The shares of the Company's common stock were acquired in
exchange for 91.3 shares of common stock of thatlook.com, a New Jersey
corporation ("thatlook"), pursuant to an Agreement and Plan of Reorganization
between the Company, thatlook and the stockholders of thatlook (the "Plan"). 
On or about May 11, 1999, the Company filed a Current Report on Form 8-K
disclosing the terms of the Plan, which Current Report is incorporated herein
by reference.  See Item 7, below.

     Item 4.   The purpose of the transaction was a change in control of the
Company pursuant to the Plan.  Under the Plan, Gerard A. Powell became the
President and a director of the Company.  

     Item 5.(a)  4,115,545 shares.
            (b)  Sole Voting Power: 4,115,545 shares; Shared Voting Power:
None; Sole Dispositive Power: 4,115,545 shares; and Shared Dispositive Power:
None.
            (c)  None.
            (d)  None; not applicable.
            (e)  Not applicable.

     Item 6.   None; not applicable.

     Item 7.      Current Report on Form 8-K, filed with the Securities and
Exchange Commission on or about May 11, 1999.*

               * This document has previously been filed with the 
                 Securities and Exchange Commission and is 
                 incorporated herein by this reference.  


     After a reasonable inquiry and of my best knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.

                                    
Dated: 5/12/99                        By /s/ Gerard A. Powell
       --------                         -----------------------------          
                                        Gerard A. Powell




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