UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fenton Graham Marketing, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 88-1042805
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(State of incorporation) (I.R.S. Employer
Identification
No.)
13215 Verde River Dr., Unit 1, Fountain Hills, AZ 85268
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-88090
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of class)
Information required in registration statement
Item 1. Description of Registrant's Securities to be Registered.
A description of the common stock being registered hereunder is given
under the heading "Description of Securities" on page 14 of the
registration statement on Form SB-2 filed by the registrant under the
Securities Act of 1933 on May 13, 2002 (File No. 333-88090), as
amended by pre-effective amendment no. 1 filed July 24, 2002, pre-
effective amendment no. 2 filed October 8, 2002, pre-effective
amendment no. 3 filed March 24, 2003, pre-effective amendment no. 4
filed April 25, 2003, and as further amended from time to time, and
is hereby incorporated into this registration statement by reference.
Item 2. Exhibits.
Exhibit Title
3.1* Amended and Restated Articles of
Incorporation
3.2* By-Laws
5.1* Opinion of Chapman & Flanagan, Ltd. as
to legality
10.1* Assignment of the Redirector and WarRoom
software to Fenton Graham by Quantum
Leap Media, Inc. dated July 12, 2002
10.2* Employment Agreement with J.P. Schrage
10.3* Co-Location Agreement between the
Company and VVVRRR, Inc. dated July 1,
2002
16.1* Letter from former accountants,
Merdinger, Fruchter, Rosen & Company,
P.C.
23.1* Consent of Stonefield Josephson, Inc.,
Certified Public Accountants
23.2* Consent of Chapman & Flanagan, Ltd.
(contained in Exhibit 5.1)
99* Subscription Agreement
* Incorporated herein by reference to the exhibits of the
same number in registrant's Registration Statement on Form
SB-2, as amended, initially filed on May 13, 2002.
Signature
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
(Registrant) Fenton Graham Marketing, Inc.
Date: May 12, 2003
By: /s/
J.P. Schrage, President