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 March 31, 2004
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 incorporation or (I.R.S. Employer Identification No.)
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 August 25, 2004
----- ---------------------------------
Common stock, $0.001 par value 6,000,000
- --------------------------------------------------------------------------------
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. Unaudited Financial Statements................................. 3
Unaudited Balance Sheet................................................... 4
Unaudited Statements of Operations........................................ 5
Unaudited Statements of Cash Flows........................................ 6
Item 2. Management's Plan of Operation................................. 10
Item 3. Controls and Procedures........................................ 14
PART II OTHER INFORMATION.............................................. 14
Item 6. Exhibits and Reports on Form 8-K............................... 14
SIGNATURES ............................................................... 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
FENTON GRAHAM MARKETING, INC.
BALANCE SHEET (UNAUDITED)
MARCH 31, 2004
- --------------------------------------------------------------------------------
ASSETS:
Cash $ 2,266
---------
TOTAL ASSETS $ 2,266
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 3,737
Due to officer 100
---------
Total Current Liabilities 3,837
LONG TERM LIABILITIES
Notes payable to shareholders 22,500
---------
TOTAL LIABILITIES 26,337
---------
STOCKHOLDERS' DEFICIT:
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
Accumulated deficit (175,371)
---------
Total stockholders' deficit (24,071)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,266
=========
The accompanying notes are an integral part of these unaudited financial
statements.
4
FENTON GRAHAM MARKETING, INC
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
- --------------------------------------------------------------------------------
Three months
ended March 31,
2004 2003
--------- -----------
NET REVENUES $ 13,200 $ 14,587
--------- -----------
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 18,717 27,466
--------- -----------
LOSS BEFORE OTHER INCOME AND (EXPENSES) (5,517) (12,879)
OTHER INCOME AND (EXPENSE):
Interest expense (286) --
--------- -----------
NET LOSS $ (5,803) $ (12,879)
========= ===========
NET INCOME PER SHARE:
Basic and diluted $ * $ *
========= ===========
WEIGHTED AVERAGE NUMBER
OF SHARE - BASIC AND DILUTED:
Basic and diluted 6,000,000 6,000,000
========= ===========
* - Less then $0.01 per share
The accompanying notes are an integral part of these unaudited financial
statements.
5
FENTON GRAHAM MANUFACTURING, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
- --------------------------------------------------------------------------------
Three months Three months
ended March 31, ended March 31,
2004 2003
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ (5,803) $(12,879)
Changes in assets and liabilities:
Increase (decrease) in accounts payable (1,931) 412
-------- --------
Net cash used by operating activities (7,734) (12,467)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used by investing activities -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable - shareholders 10,000 --
-------- --------
Net cash provided by financing activities 10,000 --
-------- --------
INCREASE (DECREASE) IN CASH 2,266 (12,467)
CASH, BEGINNING OF PERIOD -- 26,325
-------- --------
CASH, END OF PERIOD $ 2,266 $ 13,858
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
The accompanying notes are an integral part of these unaudited financial
statements.
6
FENTON GRAHAM MARKETING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2004
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BASIS OF PRESENTATION:
Nature of Business:
Fenton Graham Marketing, Inc. (the "Company") was incorporated under the laws of
the State of Nevada on October 17, 2001. The Company is an internet marketing
company that offers marketing solutions to Internet businesses. The Company
generates revenues primarily by purchasing large blocks of internet
advertisements and then reselling those advertisements to their customer base in
smaller lots.
Interim Financial Statements:
The accompanying unaudited financial statements for the three months ended March
31, 2004 and 2003 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. These unaudited financial statements should be
read in conjunction with the Company's audited financial statements and notes as
of December 31, 2003 which are 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 experienced material operating losses and has an accumulated deficit
of $175,371. 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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
7
FENTON GRAHAM MARKETING, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE THREE MONTHS ENDED MARCH 31, 2004
- --------------------------------------------------------------------------------
date of the financial statements, and the reported amounts of revenues and
expenses during the reported periods.
Revenue Recognition
The Company recognizes revenue when their purchased advertisements are resold or
when their marketing services are performed.
Cash and Cash Equivalents
The Company includes all short-term highly liquid investments that are readily
convertible to known amounts of cash and have original maturities of three
months or less to be cash equivalents.
Income Taxes
Income taxes are provided for based on the liability method of accounting
pursuant to SFAS No. 109 "Accounting for Income Taxes". Deferred income taxes,
if any, are recorded to reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year-end.
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
three months ended March 31, 2004, 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 March 31, 2004 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
8
FENTON GRAHAM MARKETING, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE THREE MONTHS ENDED MARCH 31, 2004
- --------------------------------------------------------------------------------
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.
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.
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46). FIN No. 46 states that companies that have
exposure to the economic risks and potential rewards from another entity's
assets and activities have a controlling financial interest in a variable
interest entity and should consolidate the entity, despite the absence of clear
control through a voting equity interest. The consolidation requirements apply
to all variable interest entities created after January 31, 2003. For variable
interest entities that existed prior to February 1, 2003, the consolidation
requirements are effective for annual or interim periods beginning after June
15, 2003. Disclosure of significant variable interest entities is required in
all financial statements issued after January 31, 2003, regardless of when the
variable interest was created. The adoption of FIN 46 did not have a significant
impact on the Company's financial statements.
3. NOTES PAYABLE
The Company issued a new note payable to a shareholder during the three months
ended March 31, 2004. The note has a stated face value of $10,000 and a stated
interest rate of 9% per annum. A one time principal payment of $10,000 along
with an interest payment of $1,800 is due on the note when it matures in March
of 2006.
9
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 remainder of 2004 and the first half of 2005, we plan to
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 $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 will be set aside for legal
and accounting assistance, $43,000 to facilitate the hiring of staff, and
$24,000 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 staffing, marketing and general working capital purposes.
E. James Wexler has loaned us a total of $22,500 through three promissory
notes, dated October 30, 2003, December 30, 2003 and March 15, 2004. Each note
has a two-year term, with the entire principal and accrued interest due at
maturity, and an interest rate of 9% per annum.
Cost and Expenses
Currently, we have minimal monthly expenditures. By the end of the first
half of 2005, 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 handle hardware issues.
10
To date, our business has had only limited 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 to complete each of our Milestones detailed below
through the sale of our common stock.
Milestones
In our Form 10-KSB for the period ended December 31, 2003, we included
discussion of seven milestones we are seeking to meet during the twelve month
period ending June 30, 2005. 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 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 previously reported our
intent to complete the development of the Redirector and WarRoom software, which
was purchased in July of 2002 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. Due to lack of funding, the software was never fully developed, and
our management has decided not to pursue further development of the software.
Our management believes that we will be able to provide comparable services
without completing development of these software programs.
Milestone 3: Purchase/Lease Hardware. 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 previously estimated that this would occur during
the third quarter of 2004, but we now expect the hardware to be purchased during
the fourth quarter of 2004, subject to cash availability.
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 operations. 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 previously estimated that hiring would
occur during the third quarter of 2004, but we now expect the hiring to take
place during the fourth quarter of 2004, subject to cash availability.
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.
Additional advertising campaigns will be developed as we begin operations.
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
acquire the hardware
11
and hire staff. We anticipate that the implementation of advertising campaigns
and sales calls will begin in the quarter following completion of Milestones 3
and 4.
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.
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. 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 (not including completion of Milestone 2, which our
management has determined is not needed) 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. By the end
of 2004, subject to cash availability, we plan to hire 3 contract workers to
assist with technical issues. 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 10-KSB filed on August 4,
2004.
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.
12
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 If our services are not perceived as useful, we will be unable to
attract and maintain advertising clients. If we are unable to
generate revenue from advertising clients our business may prove
unsuccessful.
o Our ongoing reporting obligations as a public company may result in
ongoing operating losses.
o Because we will need to raise additional funds and these funds may
not be available to us when we need them, we may need to change our
business plan or we could face bankruptcy and cease operations.
o We depend on J. P. Schrage, our sole officer and director. His loss
would seriously disrupt our operations.
o Our independent accountants have expressed doubt about our ability
to continue as a going concern.
o We have limited operating history, which makes an evaluation of us
extremely difficult.
o We may not be able to generate profits from our products and
services.
o Misappropriation of confidential information could cause us to lose
customers or incur liability.
o Online advertising and related products and services are competitive
markets and we may not be able to compete successfully.
o Seasonal trends may cause our operating results to fluctuate.
o We will depend on third-party Internet and telecommunication
providers, over whom we have no control, to operate our services.
o If we fail to adequately protect our intellectual property, we could
lose our intellectual property rights or be liable for damages to
third parties.
o If we face a claim of intellectual property infringement, we may be
liable for damages and be required to make changes to our technology
or business.
o Our business may be materially adversely affected by lawsuits
related to privacy, data protection and our business practices.
o Activities of our clients could damage our reputation or give rise
to legal claims against us.
o Advertisers may be reluctant to devote a portion of their budgets to
online advertising.
o If the delivery of Internet advertising on the web, or the delivery
of our email messages is limited or blocked, demand for our future
products and services may decline.
o New laws or regulations or changing interpretations of existing laws
and regulations could harm our business.
o Our business may suffer if the web experiences unexpected
interruptions or delays that may be caused by system failures.
o The lack of appropriate advertising measurement standards or tools
may cause us to lose customers or prevent us from charging a
sufficient amount for our products and services.
13
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 have been no changes in our internal control over
financial reporting identified in connection with the evaluation that occurred
during the last fiscal quarter that have materially affected, or that are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.6 Promissory Note dated March 15, 2004 to E. James Wexler
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:
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.
Dated: August 25, 2004
FENTON GRAHAM MARKETING, INC., a Nevada
corporation
By: /s/ J.P. Schrage
----------------------------------------
J. P. Schrage, CEO and CFO
15