UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2007

OR



| ̈ | 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 000-50507

KINTERA, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 74-2947183                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

9605 Scranton Rd. Ste. 200

San Diego, CA 92121

(Address of Principal Executive Offices) (Zip Code)

Registrants telephone number, including area code: (858) 795-3000

Securities registered pursuant to Section 12(b) of the Act:



|                                                      |  |                                          
|----------------------------------------------------- |  | -----------------------------------------
|Title of each class                                   |  | Name of each exchange on which registered
|Common Stock                                          |  | Nasdaq Global Market                     
|                                                      | 
|Rights to Purchase Shares of Series A Preferred Stock |  | Nasdaq Global Market                     

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ̈    No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act.    Yes  ̈    No þ

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    þ    No  ̈

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

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  ̈     Accelerated filer  ̈    Non-accelerated filer  ̈    Smaller reporting company þ

Indicate by check
mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b2).    Yes  ̈    No þ

The aggregate market value of the registrants common stock held by non-affiliates of the registrant as of the last business day of the
registrants most recently completed second fiscal quarter, based upon the closing sale price of the registrants common stock on June 29, 2007 as reported on the NASDAQ Global Market was $72,907,748. This number excludes shares of
common stock held by executive officers and directors. This calculation does not reflect a determination that such persons are affiliates for any other purposes.

As of February 29, 2008, there were 40,396,605 shares of the registrants common stock outstanding.









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EXPLANATORY NOTE

The undersigned registrant hereby amends Item 15(a)(3) and Item 15(b) of Part IV of its Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as set forth in the pages attached hereto. Items included
in the original Annual Report on Form 10-K that are not included herein are not amended and remain in effect as of the date of the original filing of that report.

This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the original Annual Report on Form 10-K on March 18, 2008, or modify or update the disclosure presented in the original Annual
Report on Form 10-K, except to reflect the revisions as described above.



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PART IV

Item 15. Exhibits and Financial Statement Schedules



|(b) | Exhibits:
|--- | ---------



|               |  |                                                                                                                                                   
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                           
|3.2(2)         |  | Amended and Restated Certificate of Incorporation of the Registrant                                                                               
|               | 
|3.4(13)        |  | Amended and Restated Bylaws of the Registrant                                                                                                     
|               | 
|3.5(11)        |  | Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock of Kintera, Inc.                                     
|               | 
|4.1(4)         |  | Specimen Common Stock Certificate                                                                                                                 
|               | 
|4.2(11)        |  | Rights Agreement, dated as of January 25, 2006, between the Registrant and U.S. Stock Transfer Corp.                                              
|               | 
|10.1(1)#       |  | Form of Indemnity Agreement for directors and executive officers of the Registrant                                                                
|               | 
|10.2#          |  | 2000 Stock Option Plan and form of Option Agreement thereunder, as amended                                                                        
|               | 
|10.3#          |  | Amended and Restated 2003 Equity Incentive Plan and form of Option Agreement thereunder, as amended                                               
|               | 
|10.4(2)#       |  | 2003 Employee Stock Purchase Plan and form of Subscription Agreement thereunder                                                                   
|               | 
|10.5(2)        |  | San Diego Tech Center Office Building Lease dated as of August 7, 2000 by and between the Registrant and San Diego Tech Center, LLC, as amended   
|               | 
|10.6           |  | Fifth Amendment to Office Lease by and between the Company and Maguire Properties  San Diego Tech Center, LLC, dated as of December 1, 2006      
|               | 
|10.7           |  | Sixth Amendment to Office Lease by and between the Company and Maguire Properties  San Diego Tech Center, LLC, dated as of December 22, 2006     
|               | 
|10.8           |  | Seventh Amendment to Office Lease by and between the Company and Maguire Properties  San Diego Tech Center, LLC, dated as of December 19, 2007   
|               | 
|10.9(5)        |  | Form of Securities Purchase Agreement among the Company and the investors identified on the signature pages thereto, dated as of July 12, 2004    
|               | 
|10.10(5)       |  | Form of Registration Rights Agreement by and among the Company and the investors identified on the signature pages thereto, dated July 12, 2004   
|               | 
|10.11(7)       |  | Form of Securities Purchase Agreement among the Company and the investors identified on the signature pages thereto, dated as of November 29, 2004
|               | 
|10.12(7)       |  | Form of Registration Rights Agreement among the Company and the investors identified on the signature pages thereto, dated as of November 29, 2004
|               | 
|10.13(12)      |  | Sublease Agreement between Intuit, Inc. and American Fundware Holding Company, Inc., dated December 3, 2004                                       
|               | 
|10.14#         |  | Amended and Restated 2004 Equity Incentive Plan (Fundware) and related Form of Stock Option Agreement, as amended                                 
|               | 
|10.15(10)      |  | Securities Purchase Agreement among the Company and the investors identified on the signature pages thereto, dated November 21, 2005              
|               | 
|10.16(10)      |  | Registration Rights Agreement among the Company and the investors identified on the signature pages thereto, dated November 21, 2005              



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|               |  |                                                                                                                                            
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                    
|10.17(10)      |  | Form of Warrant issued to investor at the closing of the November 21, 2005 private placement                                               
|               | 
|10.18(15)      |  | Securities Purchase Agreement among the Company and the investors identified on the signature pages thereto, dated as of December 12, 2006 
|               | 
|10.19(15)      |  | Registration Rights Agreements among the Company and the investors identified on the signature pages thereto, dated as of December 12, 2006
|               | 
|10.20(15)      |  | Warrant Amendment Agreement among the Company and the investors identified on the signature pages thereto, dated as of December 12, 2006   
|               | 
|10.21(15)      |  | Form of Warrant issued by the Company to the investors at the closing of the December 12, 2006 private placement                           
|               | 
|10.22(16)#     |  | Release of All Claims Agreement, dated May 17, 2007, by and between the Company and Harry E. Gruber                                        
|               | 
|10.23(16)#     |  | Release of All Claims Agreement, dated May 18, 2007, by and between the Company and Dennis Berman                                          
|               | 
|10.24(16)#     |  | Executive Employment Agreement, dated August 1, 2007, by and between the Company and Richard LaBarbera                                     
|               | 
|10.25#         |  | Form of Change in Control and Severance Agreement                                                                                          
|               | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                         
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                         
|               | 
|32.1           |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                         
|               | 
|32.2           |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                         



|# | Indicates management contract or compensatory plan.
|- | ---------------------------------------------------

|(1) | Filed with initial Registration Statement on Form S-1 (File No. 333-109169) dated September 26, 2003.
|--- | -----------------------------------------------------------------------------------------------------

|(2) | Filed with Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-109169) dated November 4, 2003.
|--- | --------------------------------------------------------------------------------------------------------------

|(3) | Filed with Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-109169) dated November 28, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------

|(4) | Filed with Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-109169) dated December 10, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------

|(5) | Filed on Current Report on Form 8-K on July 13, 2004.
|--- | -----------------------------------------------------

|(6) | Filed on Current Report on Form 8-K/A on November 3, 2004.
|--- | ----------------------------------------------------------

|(7) | Filed on Current Report on Form 8-K on November 30, 2004.
|--- | ---------------------------------------------------------

|(8) | Filed on Current Report on Form 8-K on December 9, 2004.
|--- | --------------------------------------------------------

|(9) | Filed with Registration Statement on Form S-8 (File No. 333-28927) dated October 11, 2005.
|--- | ------------------------------------------------------------------------------------------

|(10) | Filed on Current Report on Form 8-K on November 21, 2005.
|---- | ---------------------------------------------------------

|(11) | Filed on Current Report on Form 8-K on January 25, 2006.
|---- | --------------------------------------------------------

|(12) | Filed as Exhibit 10.13 to Annual Report on Form 10-K on March 16, 2005.
|---- | -----------------------------------------------------------------------

|(13) | Filed on Current Report on Form 8-K on November 5, 2007.
|---- | --------------------------------------------------------

|(14) | Filed as Exhibit 10.1 to Quarterly Report on Form 10-Q on November 7, 2007.
|---- | ---------------------------------------------------------------------------

|(15) | Filed on Current Report on Form 8-K on December 13, 2006.
|---- | ---------------------------------------------------------

|(16) | Filed as exhibit to Quarterly Report on Form 10-Q on August 9, 2007.
|---- | --------------------------------------------------------------------



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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 26, 2008



KINTERA, INC.By:

/s/    RICHARD LABARBERARichard LaBarbera Chief Executive Officer




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