UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended: June 30, 2003
Commission File Number: 000-50286
Fenton Graham Marketing, Inc.
(Exact name of registrant as specified in its charter)
Nevada 86-1042805
(State of incorporation) (I.R.S. Employer Identification No.)
13215 Verde River Drive, Unit 1
Fountain Hills, AZ 85268
(Address of principal executive offices)
(480) 836-8720
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check 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. [X] Yes
There are 6,000,000 shares of common stock issued and outstanding
as of August 15, 2003.
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements................................... 3
Balance Sheet - March 31, 2003 (Unaudited).......... 3
Statements of Operations (Unaudited)................ 4
Statement of Stockholders' Equity (Uanudited)....... 5
Statements of Cash Flows (Unaudited)................ 6
Notes to Financial Statements....................... 7-9
Item 2. Management's Plan of Operation......................... 10
Item 3. Controls and Procedures................................ 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...................................... 14
Item 2. Changes in Securities.................................. 15
Item 3. Defaults Upon Senior Securities........................ 15
Item 4. Submission of Matters to a Vote of Security Holders.... 15
Item 5. Other Information...................................... 15
Item 6. Exhibits and Reports on Form 8-K....................... 15
Signatures......................................................... 16
Certifications..................................................... 17
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET - JUNE 30, 2003
(UNAUDITED)
ASSETS
Current assets -
cash and cash equivalents $ 4,589
Software 20,000
--------
Total assets $ 24,589
========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities -
Accounts payable and accrued expenses $ 1,600
Due to officer 100
-------
Total current liabilities $ 1,700
Stockholder's equity:
Common stock, $0.001 par value, 100,000,000
shares authorized, 6,000,000 shares issued
and outstanding 6,000
Additional Paid-in Capital 145,300
Deficit accumulated during the
development stage (128,411)
---------
Total stockholders' equity 22,889
--------
$ 24,589
========
The accompanying notes are an integral part of these financial
statements.
3
FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<Table>
<s> <c> <c>
For the period
Three months ended Six months ended from October 17,
June 30, June 30, 2001 (inception) to
2003 2002 2003 2002 June 30, 2003
---------- ---------- ---------- ---------- ---------------
Net revenue $ 16,602 $ - $ 31,189 $ - $ 36,897
Cost of revenue - - - - -
---------- ---------- ---------- ---------- ---------------
Gross profit 16,602 - 31,189 - 36,897
Selling, general and
administrative expenses 25,459 25,362 52,925 28,226 165,306
---------- ---------- ---------- ---------- ---------------
Loss from operations before
provision for income taxes (8,857) (25,362) (21,736) (28,226) (128,411)
Provision for income taxes - - - - -
---------- ---------- ---------- ---------- ---------------
Net loss $ (8,857) $ (25,362) $ (21,736) $ (28,226) $ (128,411)
========== ========== ========== ========== ===============
Loss per share - basic and
diluted $ (0.00) $ (0.00) $ (0.00) $ 0.01 $ (0.02)
========== ========== ========== ========== ===============
Weighted average number of
shares - basic and diluted
basic and diluted 6,000,000 5,948,750 6,000,000 5,948,750 6,000,000
========== ========== ========== ========== ===============
The accompanying notes are an integral part of these financial statements.
</Table>
4
FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<Table>
<s> <c> <c> <c> <c> <c>
Deficit
Accumulated
Common Stock Additional During the Total
---------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
---------- -------- ---------- ----------- ------------
Balance at October 17, 2001 - $ - $ - $ - $ -
Issuance of founder shares for
services on October 17, 2001 5,000,000 5,000 - - 5,000
Sale of shares for cash at $0.10
per share on December 4, 2001 385,000 385 38,115 - 38,500
Subscribed shares of common stock
at $0.10 per share on December
4, 2001 - - 29,500 - 29,500
Costs incurred for private
placement on December 4, 2001 - - (1,200) - (1,200)
Net loss for the period from
October 17, 2001 (inception)
to December 31, 2001 - - - (6,013) (6,013)
----------- --------- --------- --------- --------
Balance at December 31, 2001 5,385,000 5,385 66,415 (6,013) 65,787
Issuance of subscribed stock in
January 2002 295,000 295 (295) - -
Sale of shares for cash at $0.10
per share on January 4, 2002 320,000 320 31,680 - 32,000
Return of founder shares in
July 2002 (2,500,000) (2,500) - - (2,500)
Issuance of shares for services
in July 2002 2,500,000 2,500 47,500 - 50,000
Net loss for the period ended
December 31, 2002 - - - (100,662) (100,662)
----------- --------- --------- ---------- ---------
Balance at December 31, 2002 6,000,000 6,000 145,300 (106,675) 45,625
----------- --------- --------- ---------- ---------
Net loss for the period
ended June 30, 2003 (21,736) (21,736)
----------- --------- --------- ---------- ---------
Balance at June 30, 2003 6,000,000 $ 6,000 $ 145,300 $(128,411) $ 22,889
=========== ========= ========= ========== =========
The accompanying notes are an integral part of these financial statements.
</Table>
5
FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(UNAUDITED)
<Table>
<s> <c> <c> <c>
For the period
from October 17,
For the period 2001 (inception)
June 30, to June 30,
2003 2002 2003
---------- ---------- ----------
Cash flows provided by (used
for) operating activities:
Net Loss $ (21,736) $ (28,226) $(128,411)
---------- ---------- ----------
Adjustments to reconcile net
loss to net cash used for
operating activities -
non-cash compensation - (1,000) 55,000
Increase (decrease) in
liabilities - accounts payable
and accrued expenses - - 1,600
---------- ---------- ----------
Total adjustments - (1,000) 56,600
---------- ---------- ----------
Net cash used for operating
activities (21,736) (29,226) (71,811)
---------- ---------- ----------
Cash flows used for investing
activities - payments to
acquire software - - (20,000)
---------- ---------- ----------
Cash flows provided by (used
for) financing activities:
Proceeds from officer-
stockholder advance - - 1,100
Payment on advance from
officer-stockholder - - (1,000)
Issuance of common stock - 61,500 96,300
---------- ---------- ----------
Net cash provided by
financing activities - 61,500 96,400
---------- ---------- ----------
Net increase (decrease) in cash
and cash equivalents (21,736) 32,274 4,589
Cash and cash equivalents,
beginning of year 26,325 38,387 -
---------- ---------- ----------
Cash and cash equivalents, end
of the period $ 4,589 $ 70,661 $ 4,589
========== ========== ==========
Supplemental disclosure of cash
flow information:
Interest paid $ - $ - $ -
========== ========== ==========
Income taxes paid $ - $ - $ -
========== ========== ==========
Non cash activities:
Issuance of common stock for
services $ - $ 5,000 $ 50,000
========== ========== ==========
Stock subscription receivable
for unissued shares $ - $ - $ 29,500
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</Table>
6
FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM OCTOBER 17, 2001 (INCEPTION) TO JUNE 30, 2003
(1) Summary of Significant Accounting Policies:
Nature of Business:
Fenton Graham Marketing, Inc. (the "Company") is currently a
development stage company under the provisions of the
Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standards ("SFAS") No. 7. The Company
was incorporated under the laws of the State of Nevada on
October 17, 2001. Although the Company recognized $16,602
and $31,189 in revenue in the three and six months ended
June 30, 2003, they do not consider this to be significant
revenues, and therefore have determined to remain as a
development stage entity.
Interim Financial Statements:
The accompanying unaudited financial statements for the
six months ended June 30, 2003 and 2002, and the
inception to date include all adjustments which, in the
opinion of management, are necessary for a fair presentation
of the results of operations for the periods presented.
Interim results are not necessarily indicative of the
results to be expected for a full year. The unaudited
financial statements should be read in conjunction with the
audited financial statements included in Form SB-2/A, filed
with The Securities and Exchange Commission.
Going Concern:
The accompanying unaudited financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate
continuation of the Company as a going concern. However,
the Company has no established source of revenue. This
matter raises substantial doubt about the Company's ability
to continue as a going concern. These financial statements
do not include any adjustments relating to the
recoverability and classification of recorded asset amounts,
or amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a
going concern.
The Company plans to raise funds by further stock issuances
under their registration statement which became effective on
May 12, 2003. The offering registered 5,000,000 shares for
sale by the Company at $0.02 per share. Management
believes that these steps will be sufficient to provide the
Company with the ability to continue in existence.
7
FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM OCTOBER 17, 2001 (INCEPTION) TO JUNE 30, 2003
Use of Estimates:
The preparation of financial statements in conformity with
accounting principles generally accepted in the United
States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the
reported periods.
Comprehensive Income:
Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income "establishes standards for
the reporting and display of comprehensive income and its
components in the financial statements. For the six months
ended June 30, 2003, the Company had no items that represent
other comprehensive income and, therefore, has not included
a Statement of Comprehensive Income in the financial
statements (unaudited).
Basic and Diluted Loss per Share:
In accordance with SFAS No. 128, "Earnings Per Share," the
basic income (loss) per common share is computed by dividing
net income (loss) available to common stockholders by the
weighted average number of common shares outstanding.
Diluted income (loss) per common share is computed similar
to basic income per common share except that the denominator
is increased to include the number of additional common
shares that would have been outstanding if the potential
common shares had been issued and if the additional common
shares were dilutive. As of June 30, 2003 the Company did
not have any equity or debt instruments outstanding that can
be converted into common stock.
Recent Accounting Pronouncements:
During April 2003, the FASB issued SFAS 149 - "Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities", effective for contracts entered into or
modified after June 30, 2003, except as stated below and
for hedging relationships designated after June 30, 2003.
In addition, except as stated below, all provisions of this
Statement should be applied prospectively. The provisions
of this Statement that relate to Statement 133
Implementation Issues that have been effective for fiscal
quarters that began prior to June 15, 2003, should continue
to be applied in accordance with their
8
FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM OCTOBER 17, 2001 (INCEPTION) TO JUNE 30, 2003
respective effective dates. In addition, paragraphs 7(a)
and 23(a), which relate to forward purchases or sales of
when-issued securities or other securities that do no yet
exist, should be applied to both existing contracts and new
contracts entered into after June 30, 2003. The Company is
evaluating the effect of this new pronouncement, if any, and
will adopt FASB 149 within the prescribed time.
During May 2003, the FASB issued SFAS 150 - "Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity", effective for financial instruments
entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period
beginning after June 15, 2003. This Statement establishes
standards for how an issuer classifies and measures certain
financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify
a freestanding financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. Some
of the provisions of this Statement are consistent with the
current definition of liabilities in FASB Concepts Standards
No. 6, Elements of Financial Statements. The Company is
evaluating the effect of this new pronouncement and will
adopt FASB 150 within the prescribed time.
9
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
Cautionary Statement Regarding Forward-looking Statements
This report may contain "forward-looking" statements. Examples
of forward- looking statements include, but are not limited to:
(a) projections of revenues, capital expenditures, growth,
prospects, dividends, capital structure and other financial
matters; (b) statements of plans and objectives of our management
or Board of Directors; (c) statements of our future economic
performance; (d) statements of assumptions underlying other
statements and statements about us and our business relating to
the future; and (e) any statements using the words "anticipate,"
"expect," "may," "project," "intend" or similar expressions.
Overview
Fenton Graham was recently formed to provide online marketing
services to small to medium sized companies. We plan to supply
Internet traffic to the Websites of our clients by using
marketing expertise and traffic generation techniques such as pop-
up windows, domain names, banner ads, banner exchanges, exit
traffic, search engine positioning, paid directory listings,
e-mail marketing and affiliate programs. We will also assist our
clients in developing relationships with vendors.
As additional funds become available, our objective is to
position ourself as a leading provider of technology and
marketing solutions that are designed to go beyond simple banners
to produce better customer conversion rates, resulting in higher
prices for our clients' inventory and more value for marketers.
However, there is no assurance that we will be successful in
doing so.
Significant Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and
Results of Operations discusses the Company's consolidated
financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United
States of America. The preparation of these financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Management bases its
estimates and judgments on historical experiences and on various
other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or
conditions. The most significant accounting estimates inherent
in the preparation of the Company's financial statements relate
to the allowance for doubtful accounts. These accounting
policies are described at relevant sections in this discussion
and analysis and in the notes to the consolidated financial
statements included in our Annual Report on Form l0-KSB for the
year ended December 31, 2002.
10
Plan of Operation
During the next 12 months, we plan to complete the development of
our proprietary software, purchase or lease hardware, hire an
initial staff, and begin business. We anticipate requiring
approximately $100,000 to fund our minimum level of operations
during this period. Approximately $11,000 will be used to
complete the development of our software and business, $8,000
will be used to purchase or lease hardware, $13,000 will be used
towards office space and related equipment, $7,000 will be used
in sales and advertising, $5,000 is set aside for legal and
accounting assistance, $43,000 to facilitate the hiring of staff,
and $4,000 will be general working capital.
Our current cash is not adequate to satisfy our requirements.
The timing and extent of our growth will depend upon our ability
to raise funds through the sale of our common stock in a public
offering of through one or more private placements. Management
believes we will need to raise between $100,000 and $200,000 over
the next 24 months. The exact amount we will need to raise will
be determined by the then current market conditions, and the
status of cash flow within Fenton Graham. It is anticipated that
an initial injection of $100,000 will be required within the next
12 to 15 months. Should we fail to raise at least $100,000
during the next 12 months, it could affect our ability to
continue as a going concern.
Should management decide that raising funds by means of one or
more private placements or a secondary public offering would be
detrimental to Fenton Graham and its shareholders due to adverse
stock market conditions or because our cash flow is limited as a
result of little or no revenues, we will attempt to secure a line
of credit with an established financial institution to assist
with the software development, staffing, marketing and general
working capital purposes.
Costs and Expenses
Currently, we have minimal monthly expenditures. During the next
12 months, we intend to hire one employee to handle
administrative and marketing tasks and we intend to hire, on a
contract basis, three technical consultants to complete the
development of our software and handle hardware issues.
To date, our business has been in the early stages of development
and has had no operations. Accordingly, we have had no revenues.
All incurred expenses have been funded by our private offering.
We are dependent upon the raising of capital through placement of
our common stock. There can be no assurance that we will be
successful in raising the capital we require to complete each of
our Milestones detailed below through the sale of our common
stock.
Milestones
Milestone 1: Establish an Office. We currently have an office
from where we can conduct operations. We anticipate total office
costs to be $23,000 for the next 12 months. This includes legal
and accounting expenses, rent, equipment such as computers and
telephones, and utilities.
11
Milestone 2: Complete Software Development. We will need at
least $8,000 to complete the development of our Redirector and
WarRoom software. On July 12, 2002, we purchased the software
from Quantum Leap Media, Inc. for $20,000 cash. We used the
proceeds from our private offering completed in January 2002 to
make this purchase. At the time of the purchase, the software
was not fully developed. Currently, the Redirector and WarRoom
can redirect domains and serve ads as required, but they still
need to be able to track all of this and present the information
to clients in a well formatted online report. It is anticipated
that following completion of this software, sales to clients
could begin almost immediately. We anticipate that this work
will be completed by contract labor in the third quarter of
2003.
Milestone 3: Purchase/Lease Hardware. We intend to lease three
dual pentium servers with a minimum of 1 Gigabyte of RAM and
purchase all peripherals including a backup device and
miscellaneous cabling. This will allow us to serve and track the
traffic we buy. (Accurate tracking of the traffic is very
important as it is how we will bill our clients). This will cost
at least $8,000 over the next 12 months. We expect the hardware
to be fully purchased in the third quarter of 2003.
Milestone 4: Hire Staff. We will engage an administrative person
as well as additional technical people. We expect that we may
hire one administrative person during our first year of business.
We expect that we may engage two to three technical people on a
contract basis to help design future software, configure
hardware, and keep our systems up and running. The hiring
process would include running advertisements in the local
newspaper and on the Internet and conducting interviews. It is
estimated that to hire a full time administrative person, as well
as have a technical team available on a contract basis will cost
$43,000 per year. We anticipate that this hiring will take place
in the second or third quarter of 2003.
Milestone 5: Develop Marketing Campaign. The next step would be
to develop an advertising campaign, including establishing a list
of prospects based on potential clients identified in the market
survey, and designing and printing sales materials.
Potential clients of Fenton Graham Marketing are small to medium
sized companies in North America, and primarily the United
States. These companies in most cases will already be offering a
product or service on the Internet.
It is anticipated that it would take approximately six to eight
weeks to develop the advertising campaign, although, depending on
the availability of resources, we will attempt to develop our
advertising campaign concurrently with establishing an office,
developing software, purchasing hardware, and hiring employees
and consultants. The cost of developing the first campaign is
estimated at approximately $3,000.
Milestone 6: Implementation of Advertising Campaign and Sales
Calls. Implementation of the advertising campaign would begin
with sending out e-mails and calling prospective clients.
Immediately following this, we would begin telephone follow ups.
The cost of these first round sales efforts is estimated at
$7,000. We anticipate that the implementation of advertising
campaigns and sales calls will begin in the third or fourth
quarter of 2003.
12
Milestone 7: Achieve Revenues. It is difficult to quantify how
long it will take to convert our efforts into actual sales and
revenues. We hope that clients will begin using our services
within days of implementation of our advertising campaign, but it
may take several weeks before people begin to purchase our
services. Moreover, customers may not be willing to pay for the
service at the time they order, and may insist on buying on
account, which would delay receipt of revenues. Fenton Graham
will not generate revenues directly from the sale or leasing of
any software; we will use our software as a means for delivering
our product, targeted Internet traffic. Our revenue will come
from clients that receive our Internet marketing efforts which
include things like banner ads, pop-up ads, and domain redirects.
We will be paid based on the number of people we send to a
client's site or on a percentage of sales generated from the
people we send to their site.
We have no current plans, preliminary or otherwise, to merge with
or acquire any other entity.
Employees
Currently, the only employee is our sole officer, J.P. Schrage.
Over the next few months, we plan to hire 3 contract workers to
assist in completing the development of our software and
technology. We are not subject to any collective bargaining
agreements and believe that our employee relations are excellent.
Our future success depends in part on our ability to attract,
retain, integrate and motivate highly-skilled employees.
Competition for employees in the industry is moderate.
ITEM 3. CONTROLS AND PROCEDURES
Based on his most recent evaluation as of the end of the period
covered by this Report, the Company's President and Chief
Executive and Financial Officer believes the Company's
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) are effective to ensure
that information required to be disclosed by the Company in this
report is accumulated and communicated to the Company's
management, as appropriate, to allow timely decisions regarding
required disclosure. There were no significant changes in the
Company's internal controls or other factors that could
significantly affect these controls subsequent to the date of his
evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 5. OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Description
3.1 Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's registration statement on Form SB-2
filed with the Securities and Exchange Commission
on May 13, 2002).
3.2 By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's
registration statement on Form SB-2 filed with the
Securities and Exchange Commission on May 13,
2002).
(b) Reports on Form 8-K
None
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FENTON GRAHAM MARKETING, INC.
By: /s/
J. P. Schrage, President and
Chief Executive and Financial
Officer
Date: August 19, 2003
15
CERTIFICATION
I, J.P. Schrage, certify that:
1. I have reviewed this Quarterly Report for the period ended
June 30, 2003 of Fenton Graham Marketing, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the small business issuer as of, and
for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small
business issuer's internal control over financial reporting
that occurred during the small business issuer's most recent
fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial
reporting; and
5. I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business
issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material
weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to
record, process, summarize and report financial information;
and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the small business issuer's internal control over financial
reporting.
Date: August 19, 2003
/s/ J.P. Schrage
Chief Executive and Financial Officer
16
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, J. P. Schrage, President, Chief Executive and Financial
Officer of Fenton Graham Marketing, Inc. (the "Company"), certify
to the best of my knowledge, pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) the Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the
"Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Date: August 19, 2003 By: /s/
Name: J. P. Schrage
Title: President, Chief Executive
and Financial Officer
17