Fenton Graham Marketing Inc – ‘8-A12G’ on 5/13/03

On:  Tuesday, 5/13/03, at 11:35am ET   ·   Accession #:  1084178-3-39   ·   File #:  0-50286

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  3±    12K 

Document Table of Contents

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.         
------------------------------------------------------          
(Exact name of registrant as specified in its charter)          

Nevada                                          88-1042805    
----------------------------------------------------------------------          
(State of incorporation)                              (I.R.S. Employer          
                                            Identification
                                            No.)

13215  Verde River Dr., Unit 1,  Fountain Hills, AZ           85268             
----------------------------------------------------------------------          
(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          
----------------------------------------------          
(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                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12G’ Filing		Date		Other Filings
Filed on:		5/13/03		424B1
		5/12/03		3
		4/25/03		SB-2/A
		3/24/03		SB-2/A
		10/8/02		SB-2/A
		7/24/02		SB-2/A
		7/12/02
		7/1/02
		5/13/02		SB-2
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