SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-KSB/A
Amendment No. 1

(Mark One)

|                                                                                     
|-------------------------------------------------------------------------------------
|xANNUAL
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended
  December 31, 2007                                        
|                                                                                     
|OR                                                                                   
|                                                                                     
|oTRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
  from __________ to __________                            

Commission file number 000-27615

FIRST TRANSACTION MANAGEMENT, INC.(Name of small
business issuer in its charter)

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|                                                                   |  |                                  
|------------------------------------------------------------------ |  | ---------------------------------
|DELAWARE                                                           |  | 52-2158936                       
|(State or other
  jurisdiction of
  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)

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|

| |                                                                  |     
| | ---------------------------------------------------------------- | ----
| | Securities registered
  under Section 12(b) of the Exchange Act: | None
| | Securities registered
  under Section 12(g) of the Exchange Act: |     
| | Common
  Stock, $.01 par value per share                         |     

Check whether the issuer is
not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act o

Check whether the issuer:
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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

Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to be the best of
the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KS. x

Check whether the issuer is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

State issuers revenues for
its most recent fiscal year: $230,589.

State the aggregate market
value of the voting stock held by non-affiliates computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act): There
is no public trading market for the Registrants common stock, although such
stock was cleared for an unpriced quotation on the OTC Bulletin Board on
January 18, 2008. Therefore, no estimate of the aggregate market value of the
voting and non-voting common equity held by non-affiliates may be made.

State the number of shares
outstanding of each of the issuers classes of common equity: As of January 28,
2008, there were 7,258,704 shares of common stock, par value $.01 per share,
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:None

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EXPLANATORY NOTE

This
Amendment No.1 on Form 10-KSB/A to the Annual Report on Form 10-KSB for the
year ended December 31, 2007 of First Transaction Management, Inc. (the
Company or the Registrant) which was filed with the Securities Exchange
Commission on February 2, 2008 (the Original Filing), is being filed to amend
or include certain disclosure contained in Item 11. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters to
conform to applicable rules and regulations of the Securities and Exchange
Commission.

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 Fling, have
been re-executed and re-filed as of the date of this Form 10-KSB/A.

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

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PART
III.

ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

The following table sets forth certain information as
of December 31, 2007 regarding (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of common stock;
(ii) each director, nominee and executive officer of the Company; and (iii) all
officers and directors as a group.

|                                                     |  |                                                                |   |                       |      |   | 
|---------------------------------------------------- |  | -------------------------------------------------------------- | - | --------------------- | ---- | - | 
|Name and Address (1)                                 |  | Amount and Nature of Beneficial
  Ownership as of December 31, |   | Percentage
  of Class |     
|                                                     |  |                                                                |   |                       |      |   | 
|Susan Schreter (2)                                   |  | 12,747,243 (3                                                  | ) |                       | 86.4 | % | 
|All directors and officers as a group (1 individual) |  | 12,747,243 (3                                                  | ) |                       | 86.4 | % | 



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(1) Beneficial
ownership as reported in the table above has been determined in accordance with
Instruction (1) to Item 403(b) of Regulation S-B of the Securities Exchange Act
of 1934.


(2) The business address of Ms. Schreter is 381 SE
Crystal Creek Circle, Issaquah, WA 98027.

(3) Includes (a) 100,000 shares of
Common Stock issuable upon exercise of warrants at $1.50 per share that expire
on January 23, 2013 and (b) 7,641,296 shares of Common Stock issuable upon
conversion of the outstanding principal and accrued interest under the
Companys note as of December 31, 2007, held by the beneficial owner at the
rate of $.08 per share, but excludes 5,312,229 shares of Common Stock issuable
upon conversion of the note that exceeds the current number of authorized but
unissued shares available for issuance.

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SIGNATURES

In
accordance with the requirements of Section 13 or 15(d) of the Exchange Act,
the registrant caused this Amendment No. 1 to Form 10-KSB/A to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |                                     |                                             
| | ----------------------------------- | --------------------------------------------
| | FIRST TRANSACTION
  MANAGEMENT, INC
| |                                     |                                             
| | By:                                 | /s/ SUSAN SCHRETER                          
| |                                     |                                             
| |                                     | Susan A. Schreter, Chief
  Executive Officer
| |                                     |                                             
| | Date: June 24, 2008                

In
accordance with the Exchange Act, this Amendment No. 1 to Form 10-KSB/A has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:

|                    |     |                                                          
|------------------- | --- | ---------------------------------------------------------
|Date: June 24, 2008 | By: | /s/ SUSAN A. SCHRETER                                    
|                    |     |                                                          
|                    |     | Susan A.
  Schreter, Chairman and Chief Executive Officer

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