SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
DC 20549

FORM 10-Q/AAmendment No. 1

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

For the Quarterly Period Ended March 31, 2008

Or

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

For the Transition Period from __________ to __________

COMMISSION FILE NUMBER: 0-27615

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

|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|DELAWARE                                                        |  | 52-2158936                           
|(State or Other
  Jurisdiction
  Incorporation or Organization) |  | (IRS
  Employer
  Identification No.)
|                                                               
|381 SE Crystal Creek Circle, Issaquah, WA 98027                
|(Address
  of Principal Executive Offices)                     
|                                                               
|(206) 355-1467                                                 
|(Issuers
  Telephone Number, Including Area Code)             

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

YES x   NO o


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

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

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

YES x   NO o


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

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EXPLANATORY NOTE

This
Amendment No.1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the
three months ended March 31, 2008 of First Transaction Management, Inc. (the
Company or the Registrant) which was filed with the Securities Exchange
Commission on April 28, 2008 (the Original Filing), is being filed to amend
or include certain disclosure contained in Item 4T. Controls and Procedures and
in the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

As
a result of these amendments, the certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as filed as exhibits to the Original Filing, have
been re-executed and re-filed as of the date of this Form 10-Q/A.

Except
for the amendments described above, this Form 10-Q/A does not modify or update
other disclosures in, or exhibits to, the Original Filing.

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Item 4T Controls and Procedures

Disclosure Controls and Procedures

Disclosure
controls and procedures are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended (the Exchange Act), such as this quarterly
report, is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms. Disclosure controls are also designed
with the objective of ensuring that such information is accumulated and
communicated to our management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. Internal controls are procedures that are designed with the
objective of providing reasonable assurance that (1) our transactions are
properly authorized, recorded and reported; and (2) our assets are safeguarded
against unauthorized or improper use, to permit the preparation of our
consolidated financial statements in conformity with United States generally
accepted accounting principles.

As of the end
of the period covered by this quarterly report, we carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based
upon that evaluation, our Chief Executive and Chief Financial Officer concluded
that, as of the end of the period covered by this quarterly report on Form
10-Q, our disclosure controls and procedures were adequate. There have been no
changes in our internal controls over financial reporting during the quarter
ended March 31, 2008.

Limitations on the Effectiveness of Control
Systems

Our management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will necessarily prevent all fraud or error. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect that there are
resource constraints and the benefits of controls must be considered relative
to their costs. Due to 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.

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SIGNATURES

In accordance with the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Amendment No. 1 to Quarterly Report on Form 10-Q to be signed on
its behalf by the undersigned, duly authorized.

FIRST TRANSACTION MANAGEMENT,
INC.

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

Dated: July 23, 2008

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