SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-KSB/AAmendment No. 2

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|(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)
|                                                

|                                  |                                    
|--------------------------------- | -----------------------------------
|DELAWARE                          | 52-2158936                         
|(State or other
  jurisdiction of | (IRS
  Employer Identification No.)
|incorporation or
  organization)  |                                    
|                                 
|                                 

|                                                  
|--------------------------------------------------
|381 SE Crystal Creek Circle, Issaquah, WA 98027   
|(Address
  of principal executive offices)        
|                                                  
|(206) 355-1467                                    
|(Issuers
  telephone number, including area code)
|                                                  

| |                                                                                      
| | -------------------------------------------------------------------------------------
| | 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-KSB. 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.2 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), and amended on June 24,
2008 (Amendment No. 1), is being filed to amend or include certain disclosure
contained in Item 8A. Controls and Procedures, Item 8B. Other Information 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 and
Amendment No. 1, have
been re-executed and re-filed as of the date of this Amendment No. 2 on 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 or Amendment
No. 1.

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PART
III.

ITEM 8A. 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 annual 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 our
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 annual
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 annual report on Form 10-KSB, our disclosure controls and procedures
were adequate.

Managements
Report on Internal Control over Financial Reporting

Our management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) under the Exchange Act. Internal control over financial
reporting refers to a process designed by, or under the supervision of, our
Chief Executive and Chief Financial Officer and effected by our Board,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in connection with generally accepted accounting principles,
including those policies and procedures that:

| |   |                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | pertain to the maintenance of records that, in
  reasonable detail, accurately and fairly reflect the transactions and
  dispositions of our assets;                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                              
| | - | provide reasonable assurance that transactions are
  recorded as necessary to permit preparation of financial statements in
  accordance with generally accepted accounting principles, and that our
  receipts and expenditures are being made only in accordance with
  authorizations of our management and directors; and
| |   |                                                                                                                                                                                                                                                                                                                              
| | - | provide reasonable assurance regarding prevention or
  timely detection of unauthorized acquisition, use or disposition of our
  assets that could have a material effect on our consolidated financial
  statements.                                                                                                        

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Because of its inherent limitations, internal control
over financial reporting cannot provide absolute assurance of the prevention or
detection of misstatements. In addition, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In connection with the preparation of this Annual
Report on Form 10-KSB for the year ended December 31, 2007, management, with
the participation of our Chief Executive and Chief Financial Officer, has
evaluated the effectiveness of our internal controls over financial reporting,
pursuant to Rule 13a-15 under the Exchange Act. Our Chief Executive and Chief
Financial Officer has concluded that the design and operation of our internal
controls and procedures are effective as of December 31, 2007. There were no
significant changes in our internal controls over financial reporting that
occurred during the fourth fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.

This Annual Report on Form 10-KSB does not include an
attestation report of Colabella & Company, LLP, our independent registered
public accounting firm, regarding internal control over financial reporting.
Managements report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only managements report in this Annual
Report on Form 10-KSB.

ITEM 8B. OTHER INFORMATION

None.

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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. 2 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: July 23, 2008                

In
accordance with the Exchange Act, this Amendment No. 2 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: July 23, 2008 | By: | /s/ Susan A. Schreter                                     | 
|                    |     |                                                          
|                    |     | Susan A. Schreter,
  Chairman and Chief Executive Officer | 

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