UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

Quarterly Report of Small Business Issuers under Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the quarterly period ended
September 30, 2003

Commission File No. 000-50286

FENTON GRAHAM MARKETING, INC.
(Exact name of registrant as specified in its charter)

Nevada 86-1042805
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

13215 Verde River Drive, Unit 1 85268
Fountain Hills, Arizona (Zip Code)
(Address of principal executive offices)

Issuer's telephone number, including area code: (480) 836-8720

________________________________________________________________
(Former name, former address, and former fiscal year, if changed
since last report)

The issuer has (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) been subject to
such filing requirements for the past 90 days.

- --------------------------------------------------------------------------------

Number of shares outstanding of each of the issuer's classes of common equity:

Class Outstanding as of November 24, 2003
----- -----------------------------------
Common stock, $0.001 par value 6,000,000

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The issuer is not using the Transitional Small Business Disclosure format.

FENTON GRAHAM MARKETING, INC.

Table of Contents

Page
----

PART I FINANCIAL INFORMATION.......................................... 3

Item 1. Consolidated Unaudited Financial Statements.................... 3

Consolidated Unaudited Balance Sheet...................................... 3

Consolidated Unaudited Statements of Operations........................... 4

Consolidated Unaudited Statements of Cash Flows........................... 5

Item 2. Management's Plan of Operation................................. 9

Item 3. Controls and Procedures........................................ 12

PART II OTHER INFORMATION.............................................. 13

Item 6. Exhibits and Reports on Form 8-K............................... 13

SIGNATURES ............................................................... 14

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)

FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET (UNAUDITED)
AS OF SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------

ASSETS

Software $ 20,000

---------
TOTAL ASSETS $ 20,000
=========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Bank overdraft $ 1,734
Accounts payable 1,600
Due to officer 100
---------

Total liabilties 3,434
---------

STOCKHOLDERS' EQUITY:

Common stock, $0.001 par value, 100,000,000 shares authorized
6,000,000 issued and outstanding 6,000
Additional paid-in capital 145,300
Deficit accumulated during the development stage (134,734)
---------

Total stockholders' equity 16,566
---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 20,000
=========

The accompanying notes are an integral part of this unaudited financial
statement

FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------------

Three months Nine months For the period from
ended September 30: ended September 30: October 17,2001 (inception)
2003 2002 2003 2002 to September 30, 2003
---- ---- ---- ---- ---------------------

NET REVENUES $ 11,863 $ -- $ 43,052 $ -- $ 48,760

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 18,187 10,623 71,111 38,848 183,494
---------------------------- ---------------------------- -----------

INCOME BEFORE INCOME TAXES (6,324) (10,623) (28,059) (38,848) (134,734)
---------------------------- ---------------------------- -----------

PROVISION FOR INCOME TAXES -- -- -- -- --
---------------------------- ---------------------------- -----------

NET LOSS $ (6,324) $ (10,623) $ (28,059) $ (38,848) $ (134,734)
============================ ============================ ===========

NET INCOME PER SHARE:
Basic and diluted $ * $ * $ * $ (0.01) $ (0.02)
============================ ============================ ===========

WEIGHTED AVERAGE NUMBER
OF SHARES - BASIC AND DILUTED
Basic and diluted 6,000,000 6,000,000 6,000,000 5,996,484 5,895,867
============================ ============================ ===========

The accompanying notes are an integral part of this unaudited financial
statement

FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
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Period October 17,
Nine months Nine months 2001 (inception)
ended September 30, ended September 30, to September 30,
CASH FLOWS FROM OPERATING ACTIVITIES: 2003 2002 2003
-------- -------- ---------

Net income $(28,059) $(38,848) $(134,734)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Non-cash compensation -- 50,000 55,000
Increase in accounts payable -- -- 1,600
-------- -------- ---------
Net cash (used)/provided by operating activities (28,059) 11,152 (78,134)
-------- -------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment -- (20,000) (20,000)
-------- -------- ---------
Net cash used by investing activities -- (20,000) (20,000)
-------- -------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from officer advance -- -- 1,100
Payment on officer advance -- -- (1,000)
Increase in bank overdraft 1,734 -- 1,734
Issuance of common stock -- 29,500 96,300
-------- -------- ---------
Net cash used by financing activities 1,734 29,500 98,134
-------- -------- ---------

(DECREASE) INCREASE IN CASH (26,325) 20,652 --

CASH, BEGINNING OF PERIOD 26,325 38,387 --
-------- -------- ---------

CASH, END OF PERIOD $ -- $ 59,039 $ --
======== ======== =========

The accompanying notes are an integral part of this unaudited financial
statement

FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM OCTOBER 17, 2001 TO SEPTEMBER 30, 2003
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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 $11,863 and $43,052 in revenue in the three and
nine months ended September 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 three and nine months
ended September 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 its
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.

FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE PERIOD FROM OCTOBER 17, 2001 TO SEPTEMBER 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 September 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 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.

FENTON GRAHAM MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE PERIOD FROM OCTOBER 17, 2001 TO SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------

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.

ITEM 2. MANAGEMENT'S PLAN OF OPERATION

Overview

Fenton Graham was formed on October 17, 2001 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 popup windows, domain names, 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.

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 toward 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 such cash
flow within Fenton Graham. It is anticipated that an initial injection of
$100,000 will be required within the next 9 to 12 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.

Cost 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 not had significant 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 we
require to complete each of our Milestones detailed below through the sale of
our common stock.

Milestones

In our Form 10-QSB for the period ended June 30, 2003, we included
discussion of seven milestones for the next twelve months. The following is an
update on which milestones we have achieved, and provides our estimate as to
when the remaining milestones will be achieved.

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.

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. Due to lack of available cash, this work was not completed during
the third quarter of 2003, as we previously estimated. We now anticipate that
this work will be completed by contract labor during the first or second quarter
of 2004. This delay in completing the software development has delayed
Milestones 3, 4 and 5, as completion of those milestones is dependent on the
completion of the software development.

Milestone 3: Purchase/Lease Hardware. Following completion of the software
development, we intend to lease three dual Pentium systems 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 second quarter of 2004.

Milestone 4: Hire Staff. We will engage an administrative person as well
as addition 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 quarter of 2004.

Milestone 5: Develop Marketing Campaign. Another step is 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. The cost of developing the first campaign was approximately
$3,000. We completed this planning stage in the third quarter of 2003.

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 on the Internet.

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. The advertising campaign and sales calls cannot begin until we
develop the

software, acquire the hardware and hire staff. We anticipate that the
implementation of advertising campaigns and sales calls will begin in the second
or third quarter of 2004.

It is difficult to quantify how long it will take to convert our efforts
into actual sales and revenues. We hope that clients 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. During
fiscal year 2003, we have achieved revenues from internet marketing for clients,
although management does not consider these revenues to be significant. We
anticipate that completion of Milestones 1-6 will result in increased revenues.

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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

The Company's Form 10-KSB, any Form 10-QSB or any Form 8-K of the Company or any
other written or oral statements made by or on behalf of the Company may contain
forward-looking statements which reflect the Company's current views with
respect to future events and financial performance. The words "believe,"
"expect," "anticipate," "intends," "estimate," "forecast," "project," and
similar expressions identify forward-looking statements. All statements other
than statements of historical fact are statements that could be deemed
forward-looking statements, including any statements of the plans, strategies
and objectives of management for future operations; any statements concerning
proposed new products, services, developments or industry rankings; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
Such "forward-looking statements" are subject to risks and uncertainties set
forth from time to time in the Company's SEC reports and are generally set forth
below and particularly discussed in the Company's Form SB-2 filed on May 13,
2002, as amended.

Readers are cautioned not to place undue reliance on such forward-looking
statements as they speak only of the Company's views as of the date the
statement was made. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

Risk Factors

You should consider the following discussion of risks as well as other
information regarding our operations. The risks and uncertainties described
below are not the only ones. Additional risks

and uncertainties not presently known to us or that we currently deem immaterial
also may impair our business operations.

o We depend on J. P. Schrage, our sole officer and director. His loss
would seriously disrupt our operations.

o We are a development stage company organized in October 2001 and
have no operating history, which makes an evaluation of us extremely
difficult.

o Our products are not proprietary and we may face substantial
competition, some of which may be from competitors with greater
resources.

o We will need to raise additional funds and these funds may not be
available to us when we need them.

o If our ad delivery and tracking technology proves to be ineffective,
we will be unable to attract and retain advertising clients.

o Our operations are not diversified and we will not have the benefit
of reducing our financial risks by relying on other revenues.

o There is a limited market for our common stock.

o Our common stock is subject to penny stock regulation.

ITEM 3. CONTROLS AND PROCEDURES

(a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of the design and operation of our disclosure controls
and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within 90 days of the filing date of this report. Based on that
evaluation, our principal executive officer and our principal financial officer
concluded that the design and operation of our disclosure controls and
procedures were effective to ensure that information required to be included in
our Securities and Exchange Commission reports is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms.

(b) In addition, there were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date, including any corrective actions with regard to significant
deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

31. Rule 13a-14(a)/15d-14(a) Certification of Principal
Executive Officer and Principal Financial Officer

32 Section 1350 Certification

(b) Reports on Form 8-K:

On November 7, 2003, the Company filed a current report on
Form 8-K announcing the dismissal of Stonefield Josephson,
Inc. and the engagement of Epstein, Weber & Conover, PLC as
the Company's independent auditor effective October 30, 2003.

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.

Dated: November 24, 2003

FENTON GRAHAM MARKETING, INC., a Nevada
corporation

By: /s/ J. P. Schrage
-------------------------------------
J. P. Schrage, CEO and CFO