UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
    
                                FORM 10-QSB
    
    (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934
    
             For the quarterly period ended October 3, 1998
    
                                     OR
    
    ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
             OF THE SECURITIES EXCHANGE ACT OF 1934
    
      For the transition period from July 4, 1998 to October 3, 1998
    
    
                       Commission file number 0-19616
    
                            UTOPIA MARKETING, INC.
         (Exact name of registrant as specified in its charter)
    
    
             Florida                            94-3060101
    (State or other jurisdiction of         (I.R.S. Employer
    incorporation or organization)        identification number)
    
    
        301 Clematis Street, Suite 205, West Palm Beach, FL 33401
      (Address of principal executive offices, including zip code)
    
                              (561) 659-5272
           (Registrant's telephone number, including area code)
    
                   PO Box 803, Katonah, New York, 10536
                     (Registrant's previous address,
                      if changed since prior filing)
    
                              (914) 763-0082
                 (Registrant's previous telephone number,
                      if changed since prior filing)
    
        Indicate by check mark whether the registrant (1) has
    filed all reports required to be filed by Section 13 or
    15(d) of the Securities Exchange Act of 1934 during the
    preceding 12 months (or for such shorter period that the
    registrant was required to file such reports), and (2) has
    been subject to such filing requirements for the past 90
    days.  Yes X  No _ _ 
    
    As of October 3, 1998 there were 14,216,367 shares of Common
    Stock outstanding.


<PAGE>

                      PART 1. FINANCIAL INFORMATION
    
ITEM 1. FINANCIAL STATEMENTS
    
                            UTOPIA MARKETING, INC.
                           CONDENSED BALANCE SHEET
                               (In Thousands)
    
<TABLE>
<CAPTION>
                        ASSETS
                                       October 3,     September 26,
                                          1998            1997
                                       ----------     ------------
                                       (UNAUDITED)
<S>                                    <C>             <C>
    Current Assets:
         Cash and cash equivalents      $  2,204       $  2,471
         Miscellaneous receivable             11             39
         Merchandise inventories               0              0
         Prepaid expenses                     46              0
           ---------      -------- 
        
              Total current assets         2,261          2,510
         
    Property and equipment, net                0              0
    Other assets                               0              0
                                        --------       --------
              Total Assets              $  2,261       $  2,510
                                        ========       ========
    
              LIABILITIES AND SHAREHOLDERS' EQUITY
    
    Current Liabilities:
         Accounts payable               $     44       $     12
         Accrued expenses                      5             60
                                        --------       --------
              Total current liabilities       49             72
                                        --------       --------
    Long-term obligations                      0              0
                                        --------       --------
    Shareholders' Equity:
         Common Stock                         14             14
         Additional paid-in capital       32,947         32,943
         Accumulated deficit             (30,749)       (30,519)
                                        --------       --------
    
           Total shareholders' equity      2,212          2,438
                                        --------       --------
    Total Liabilities and Equity       $   2,261       $  2,510
                                        ========       ========
</TABLE>    
    
    
    See notes to condensed consolidated financial statements.

<PAGE>

                            UTOPIA MARKETING, INC.
                     CONDENSED STATEMENT OF OPERATIONS
              (In thousands except per share data, unaudited)
    

 <TABLE>
 <CAPTION>
                         THREE MONTHS ENDED     NINE MONTHS ENDED
                         ------------------     -----------------
                         Oct.3,     Sept.26,    Oct.3,   Sept.26,  
                          1998        1997       1998      1997
                        -------     -------     ------   --------
<S>                     <C>         <C>         <C>      <C>
    Net revenue         $     0     $    22     $    0   $    119
    Cost of sales       $     0           0          0         58
                        -------     -------     ------   --------
    Gross profit              0          22          0         61
    SG&A  expenses         (108)       (112)      (258)      (854)
                         -------    -------     -------  --------
    Opererating(loss)      (108)        (90)      (258)      (793)
    Interest income    $     31          28         96         76
                         -------    -------     -------  --------
    Income/(loss) before
      income taxes          (77)        (62)      (162)      (717)
    Income taxes              0           0          0          0
                         -------    -------     -------  --------
    Net (loss) before
      extraordinary item    (77)        (62)      (162)      (717)
                         =======    =======     =======  ========
    Extraordinary gain,
      net of income taxes     0           0          0          0
                         -------    -------     -------  --------
    Net (loss)           $  (77)    $   (62)      (162)      (717)
                         =======    =======     =======  ========
    Net(loss) per share  $(0.01)    $ (0.00)     (0.01)     (0.05)
                         =======    =======     =======  ========
    
    Weighted average shares outstanding
                         14,216      13,816     14,216     13,816
                         =======    =======     =======  ========

</TABLE>

     See notes to condensed consolidated financial statements.


<PAGE>

                         UTOPIA MARKETING, INC.
                   CONDENSED STATEMENT OF CASH FLOWS
            (In thousands except per share data, unaudited)
    
<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                        -------------------
                                                        Oct.3,     Sept. 26, 
                                                         1998        1997
                                                        -------    --------
<S>                                                     <C>        <C>
    Cash Flows From Operating Activities
         Net income (loss)                              $   (162)  $  (717)
         Adjustments to reconcile net income
          to net cash used by
           Operating activities:
              Depreciation and amortization                    0         0
              Deferred compensation expense                    0         0
              Changes in assets and liabilities:
                Due from factor, net                           0       107
                Miscellaneous receivables                     29       254
                Merchandise inventories                        0        36
                Prepaid expenses                             (46)       31
                Accounts payable and accrued
                  expenses                                    (6)      (85)
                Other current liabilities                      0         0
                                                         -------   -------
                   Net cash used by
                    operating activities                    (185)     (374)
                                                         -------   -------
    Cash Flows From Investing Activities:
         Purchase of property and equipment                    0         0
                                                         -------   -------
                   Net cash used by
                    investing activities                       0         0
                                                         -------   -------
    Cash Flows From Financing Activities:
         Repayment of long-term obligations                    0        (7)
         Proceeds from issuance of common
          stock, net                                           0         0
                                                         -------   -------
                   Net cash provided (used)by
                   financing activities                        0        (7)
                                                         -------   -------
    
    Net Increase (Decrease) in cash &
     cash equivalents                                       (185)     (381)
    
    Cash:
         Beginning of period                               2,389     2,852
         End of period                                   $ 2,204   $ 2,471
                                                         =======   =======

</TABLE>

      See notes to condensed consolidated financial statements.

<PAGE>

                NOTES TO CONDENSED FINANCIAL STATEMENTS
   NINE MONTH PERIODS ENDED October 3, 1998 AND September 26, 1997
                            (Unaudited)
    
    1.    Summary of Accounting Policies
    
       The accompanying unaudited condensed financial statements
    have been prepared from the records of the Company without
    audit and, in the opinion of management, include all
    adjustments (consisting of normal recurring accruals)
    necessary to fairly present the Company's financial position
    at October 3, 1998 and the results of operations and its
    cash flows for the nine month periods ended October 3, 1998
    and September 26, 1997.
    
        Accounting policies followed by the Company are
    described in Note 1 to the audited financial statements for
    the year ended January 3, 1998. As permitted by the rules
    and regulations of the Securities and Exchange Commission,
    certain information and footnote disclosures included in
    annual financial statements prepared in accordance with
    generally accepted accounting principles have been condensed
    or omitted for the purposes of these condensed interim
    financial statements. The condensed interim financial
    statements should be read in conjunction with the audited
    financial statements, including the notes thereto, for the
    year ended January 3, 1998.
    
        The results of operations for the nine month period
    ended October 3, 1998 is not necessarily indicative of the
    results to be expected for any other period or for the full
    year.
    
    2.    Significant Events
         
         On August 3, 1998 the Company changed its state of
    incorporation from California to Florida.
    
    
<PAGE>

    
    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations General
    
         The following discussion of the Company's results of
    operations for the three and nine month periods ended
    October 3, 1998 and September 26, 1997 includes the
    consolidated results of operations of Utopia Marketing, Inc.
    
          Commencing in May, 1996, when the Company commenced
    in-depth negotiations with Maxwell Shoe Company,Inc. for the
    sale of Utopia's trademarks, which would result in the
    termination of its then present business, Utopia's
    management began to explore new avenues of business for
    Utopia. The management of Utopia looked into business
    combination opportunities in the apparel, industrial,
    manufacturing, financial services and scientific fields. 
    Additionally, in the event that the sale of the trademarks
    was not successfully concluded, the Company also explored
    various business combination opportunities in the footwear
    industry.  The Company evaluated internally approximately
    fifty possible business combinations, all of which were
    rejected for one or more of the following reasons: (i)
    management believed that Utopia's assets would not be
    sufficient to allow the merged entities to succeed without
    additional substantial dilution to Utopia's shareholders;
    (ii) Utopia's equity ownership interest would not be
    significant; (iii) the expected multiple of earnings for the
    merged entities would have diminished the Utopia's value:
    and/or (iv) the need for cash required a strategic partner
    or such heavy debt that the risk of failure of the merged
    entities appeared to be an unacceptable risk. None of these
    explorations resulted in formal business combination talks
    being completed. The Company is continuing its search for
    new ventures.
    
    Sale of Trademark
    
             On July 2, 1996, Utopia Marketing , Inc. (formerly
    Sam & Libby, Inc.) entered into an agreement with Maxwell
    Shoe Company Inc. to sell all worldwide rights to the
    Company's trademarks, trade names and intellectual property
    rights free and clear of all liens, mortgages, encumbrances
    and security interests.  Maxwell Shoe Company will not
    assume any of the Company's liabilities or obligations. In
    August 1996, the Company received cash of $5.3 million. The
    balance of $0.2 million was received on April 30, 1997.
    
    Operations
    
         The Company's operations for the nine months ended
    October 3, 1998 consisted of searching for new business
    opportunities.  On August 3, 1998 the Company changed its
    state of incorporation from California to Florida.

<PAGE>

    Selling, General, and Administrative Expenses
    
         These expenses in 1998 consisted primarily of the
    administrative expenses connected with searching for
    investment opportunities.
    
         The company is currently occupying temporary space in
    the State of Florida.  Presently the Company's mailing
    address is 301 Clematis Street, Suite 205, West Palm Beach,
    FL 33401.
    
    Interest Revenue
    
    Interest revenue for the third quarter 1998 was revenue
    associated with the interest earned in the Company's money
    market account. This amount at October 3,1998 was $2,188,344
    and was included in the balance sheet caption "Cash and Cash
    Equivalents".
    
    Liquidity and Capital Resources
    
         At October 3, 1998 the Company's basic asset is "Cash
    and cash equivalents". The Company has no need for
    additional liquid resources at this time.
    
         Management is seeking investment opportunities to
    either acquire an operating business or to start a new
    business. The Company has no plans to pay a dividend at this
    time.
    
         Management expects to incur a loss in the fourth
    quarter.
    
    
<PAGE>    
                        UTOPIA MARKETING, INC.
                      PART II.  OTHER INFORMATION
    
    Item 1.
    
         There are no legal proceedings pending against the
    Company or its properties, or to which the Company is a
    party.
    
    
    Item 6.
    
         Exhibits and Reports on Form 8-K
    
                    (a)Exhibits
              
         Exhibit #27 Financial Data Schedule.
    
                    (b)Reports on Form 8-K
              
         None.
    
    
    
                              EXHIBIT INDEX
    
    
    Exhibit 27   Financial Data Schedule
                                  


                                SIGNATURES
    
             Pursuant to the requirement of the Securities
    Exchange Act of 1934, the registrant has duly caused this
    report to be signed by the undersigned thereto duly
    authorized.
    
    
                                       UTOPIA MARKETING, INC.
                                       (Registrant)
    
    
    
    Dated: October 22, 1998            /s/Samuel L. Edelman
                                       Samuel L. Edelman
                                       Chairman of the Board
                                       Chief Executive Officer
    
    

     Dated: October 22, 1998           /s/Vance F. Kistler
                                       Vance F. Kistler
                                       Chief Financial Officer