UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2003
FENTON GRAHAM MARKETING, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-50286 86-1042805
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
13215 Verde River Drive, Unit 1, Fountain Hills, AZ 85268
(Address of principal executive offices) (Zip Code)
(480) 836-8720
(Registrant's telephone number)
Item 4. Changes in Registrant's Certifying Accountant.
Fenton Graham Marketing, Inc. (the "Company") has dismissed Stonefield
Josephson, Inc., (the "Former Accountant") as the independent auditor of the
Company effective October 30, 2003. The Company has engaged Epstein, Weber &
Conover, PLC, as its independent auditor effective October 30, 2003. The
decision to change independent auditors has been approved by the Company's board
of directors.
The Former Accountant's report dated March 5, 2003 on the Company's consolidated
balance sheets as of December 31, 2002 and the consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
2002 and the periods from October 17, 2001 (inception) to December 31, 2002 and
2001 did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles,
except that the Former Auditor's report expressed doubt regarding our ability to
continue as a going concern.
There were no disagreements with the Former Accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to the satisfaction of
the Former Accountant would have caused it to make reference thereto in its
report on the financial statements for such periods and the subsequent interim
periods.
In connection with the audits of the periods referenced above and the subsequent
interim periods, the Former Accountant did not advise the Company with respect
to any of the matters described in paragraphs (a)(1)(iv)(B)(1) through (3) of
Item 304 of Regulation S-B.
The Company has provided the Former Accountant with a copy of the foregoing
disclosures and has requested in writing that the Former Accountant furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not they agree with such disclosures. The Company has received the
requested letter from the Former Accountant and a copy of the letter has been
filed as an exhibit to this report in accordance with Item 601 of Regulation
S-B.
At no time preceding October 30, 2003 has the Company (or anyone on behalf of
the Company) consulted with Epstein, Weber & Conover, PLC on matters regarding
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter of Former Auditor dated November 6, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on November 6, 2003.
Fenton Graham Marketing, Inc., a Nevada corporation
By: /s/ J.P. Schrage
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J.P. Schrage, CEO and CFO