UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25
                           Notification of Late Filing

                        Commission File Number 000-50286

                           NOTIFICATION OF LATE FILING

 (Check One): [X]Form 10-KSB   [ ]Form 11-K     [ ]Form 20-F
              [ ]Form 10-QSB   [ ]Form N-SAR

                       For Period Ended: December 31, 2003

                       [_] Transition Report on Form 10-K
                       [_] Transition Report on Form 20-F
                       [_] Transition Report on Form 11-K
                       [_] Transition Report on Form 10-Q
                       [_] Transition Report on Form N-SAR
                       For the Transition Period Ended:

             READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.
                             PLEASE PRINT OR TYPE.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: ________________________________

                         PART I - REGISTRANT INFORMATION

FENTON GRAHAM MARKETING, INC.
Full name of registrant

___________________________
Former name if applicable

13215 Verde River Drive, Unit 1
Address of principal executive office (Street and Number)

Fountain Hills, Arizona  85268
City, state and zip code

                        PART II - RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

      (a) The reasons described in reasonable detail in Part III of this form
      could not be eliminated without unreasonable effort or expense;



[X]   (b) The subject annual report, semi-annual report, transition report on
      Form 10-K, 20-F, 11-K, or Form N-SAR, or portion thereof will be filed on
      or before the 15th calendar day following the prescribed due date; or the
      subject quarterly report or transition report on Form 10-Q, or portion
      thereof will be filed on or before the fifth calendar day following the
      prescribed due date; and

      (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
      has been attached if applicable.

                              PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

The Registrant's Annual Report on Form 10-KSB for the period ended December 31,
2003 (the "Annual Report") could not be filed within the prescribed time period
since the Registrant has not finalized all of its accounting matters. The
Registrant, which has a small accounting staff, has devoted substantial time and
efforts to other recent business matters affecting the Registrant, thereby
delaying completion of the Annual Report. As a result, the information necessary
to complete the Annual Report, including the financial statements and the notes
thereto, has not yet been completed.


                           PART IV - OTHER INFORMATION

      (1) Name and telephone number of person to contact in regard to this
      notification

      J. P. Schrage                    (480)                    836-8720
      (Name)                        (Area Code)             (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes  [ ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                          FENTON GRAHAM MARKETING, INC.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date   March 30, 2004                By /s/ J.P. Schrage
--------------------------------------------------------------------------------
                                        J.P. Schrage, President, CEO and CFO



                                       2