SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-KSB/A Amendment No. 3

(Mark One)x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
2007

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934For 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
  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)

| |                                                                  |  |     
| | ---------------------------------------------------------------- |  | ----
| | 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 Noo

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.3 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) and on
July 23, 2008
(Amendment No. 2), is being filed to correct certain mathematical errors
contained in Item 11.  Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

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 Second Amendment, have been
re-executed and re-filed as of the date of this Amendment No. 3 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, Amendment No. 1 or Amendment No. 2

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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 officer and directors as a group.

|                                                       |  |                                          |     |                    |  |       | 
|------------------------------------------------------ |  | ---------------------------------------- | --- | ------------------ |  | ----- | 
|Name and
  Address (1)                                 |  | Amount and Nature ofBeneficial Ownership |     | Percentageof Class | 
|                                                       |  |                                          |     |                    |  |       | 
|Susan Schreter (2)                                     |  | 12,722,243                               | (3) |                    |  | 86.4% | 
|All directors and officers
  as a group (1 individual) |  | 12,722,243                               | (3) |                    |  | 86.4% | 

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(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) 7,366,296 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 5,337,229 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. 3 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:
  August 12, 2008

In
accordance with the Exchange Act, this Amendment No. 3 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: August 12, 2008 | By: | /s/ Susan A.
  Schreter                                  
|                      |     |                                                          
|                      |     | Susan
  A. Schreter, Chairman and Chief Executive Officer

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