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

                               FORM 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                 For the fiscal year ended January 1, 2000
                 -----------------------------------------

                                     Or

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

   Commission file number 000-19616


                          UTOPIA MARKETING, INC.
                          ----------------------
             (Name of small business issuer in its charter)

          Florida                                     94-3060101
          -------                                     ----------
(State or other jurisdiction               (IRS Employer Identification No.)
of Incorporation or Organization)

       312 Clematis Street, Suite 500, West Palm Beach, Florida, 33401
       ----------------------------------------------------------------
             (Address of Principal Executive Offices, Zip Code)

Company's telephone number, including area code: (561) 835-9998
                                                 --------------

   Securities registered pursuant to section 12(b) of the Act: 	None

   Securities registered pursuant to section 12(g) of the Act: Common
Stock, $0.001 Par Value

Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(b) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Company was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.  Yes  x   No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. __x_

Revenues for fiscal year ended January 1, 2000: $2,070,000

The aggregate market value of Utopia Marketing, Inc. Common Stock, $0.001
par value, held by non-affiliates, computed by reference to the price at
which the stock was sold as of April 11, 2000: $1,564,277.

Number of shares of Common Stock of Utopia Marketing, Inc. issued and
outstanding as of April 11, 2000: 15,216,367
                                  ----------

Documents Incorporated by Reference

             None

<PAGE>


                         Table Of Contents

                                                                        Page
                                                                        ----
PART I

Item 1.  Business.......................................................  2
Item 2.  Properties.....................................................  6
Item 3.  Legal proceedings..............................................  6
Item 4.  Submission of matters to a vote of security holders............  6

PART II

Item 5.  Market for the registrant's common equity and
         related stockholder matters....................................  7
Item 6.  Management's discussion and analysis of financial
         condition and results of operations............................  8
         Forward-looking information: certain cautionary statements..... 10
Item 7.  Financial statements........................................... 17
Item 8.  Changes in and disagreements with accountants on
         accounting and financial disclosure............................ 33

PART III

Item 9.  Directors and executive officers............................... 34
Item 10. Executive compensation......................................... 36
Item 11. Security ownership of certain beneficial owners
           and management............................................... 39
Item 12. Certain relationships and related transactions................. 40
Item 13. Exhibits, financial statement schedules, and
           reports on form 8-k.......................................... 41
Signatures.............................................................  43


<PAGE>


                             PART I

ITEM 1.  BUSINESS

     Utopia Marketing, Inc., formerly known as Sam & Libby,
Inc., was incorporated in Florida in October 1987, primarily for
the purpose of developing and commercializing footwear products.
In 1991, we completed a public offering of our common stock.  On
July 2, 1996, we entered into an agreement with Maxwell Shoe
Company Inc. ("Maxwell") pursuant to which we sold our brand
names, trademarks, trade names and certain other intellectual
property rights to Maxwell, and received approximately $5.5
million.  The sale of our trade names and intellectual property
to Maxwell effectively terminated our then current operating
business.  Since the sale of our trade names and intellectual
property to Maxwell, our management had been primarily involved
in the investigation of new business opportunities.  During this
time, management had investigated possible acquisitions and
mergers and explored various start up ventures.  From July 1996
until December 1998, we did not engage in any revenue generating
business activities.

     A number of developments during the fourth quarter of 1998
prompted our Board of Directors to conclude that we should
reenter the footwear business.  In January 1999, we commenced
the design and commercialization of a new line of fashion
footwear under the Naked Feet[TM] brand.

     On October 6, 1999, we completed the purchase of certain
assets, including certain trademarks, of Ipanema Shoe
Corporation pursuant to the terms of an Asset Purchase Agreement
dated as of October 5, 1999.   Under the Asset Purchase
Agreement, we acquired rights to the Ipanema brand name.

Industry Overview

    The fashionable footwear industry is highly competitive.
Our competitors include specialty shoe companies as well as
companies with diversified footwear product lines.  The recent
substantial growth in the sales of fashionable footwear has
encouraged the entry of many new competitors and increased
competition from established companies.  Most of these
competitors, including Kenneth Cole, Nine West, DKNY, Sketchers,
Nike and Guess, have significantly greater financial and other
resources than us.  We believe effective advertising and
marketing, fashionable styling, high quality and value are the
most important competitive factors and we intend to employ these
elements as we develop our products.

Acquisition of Assets of Ipanema

    On October 6, 1999, we completed the purchase of certain
assets, including certain trademarks, of Ipanema pursuant to the
terms of an Asset Purchase Agreement dated as of October 5,


                             2

<PAGE>


1999.   As the purchase price for the assets, we issued
1,000,000 shares of our common stock and we issued a
subordinated convertible promissory note in the principal amount
of $500,000 due on October 5, 2002.  In connection with the
acquisition, we entered into a Collection Services Agreement
with Ipanema and its parent company, Sumitomo Corporation of
America, pursuant to which we are providing services for the
collection of certain accounts receivables owned by Ipanema.  As
compensation for the collection services provided by us under
the Collection Services Agreement, we receive 30% of all
accounts receivables collected under the Collection Services
Agreement.

Strategy

Our long-term objective is to develop and commercialize
leading brands of women's fashion footwear.  The key elements of
our operating strategy are as follows:

    *   Develop and promote recognizable brand names for our
        footwear products.  We believe that we can continue to
        develop our Naked Feet[TM] and Ipanema[R] brands and
        generate broad recognition in our target markets by
        participating in trade shows, fashion shows and other
        industry events.

    *   Distribute Products through Selected National
        Retailers and Independent Accounts.  We sell our
        products through selected national retailers and
        through independent retailers.  Our Naked Feet[TM] brand
        is sold primarily through high-end or exclusive
        retailers and our Ipanema[R] brand is sold primarily
        through higher volume retailers.

    *   Maintain Flexibility in Manufacturing.  We utilize
        third-party foreign manufacturers for the manufacture
        of our products.  We believe that we can maintain a
        current inventory by having our products developed in
        small lots.

    *   Continually Update our Product Designs.  We design all
        of our products internally.  Our management is
        actively involved in the product design process and is
        continually identifying leading fashion trends to
        incorporate into our product designs.  We engage
        third-parties to conduct product testing for us and we
        participate in trade shows and preview our product
        development ideas and designs with selected national
        accounts.

Design and Development

     We are constantly engaged in the process of updating the
designs of our lines of fashion footwear.  The design process
for a new product typically begins about nine months before the


                             3

<PAGE>


start of the season for the product. The major influences upon
the design process include the designer's impression of current
worldwide lifestyle and clothing trends and shoe fashions, as
well as the history of a particular shoe or fashion style in the
target market.  Other factors include the availability of raw
materials, the capabilities of the factories that will
manufacture the products and the target retail cost of the
product.

     We currently design all of our products internally.  Our
senior management is actively involved in the analysis of
fashion trends and the design process.  We attempt to minimize
the risks relating to changing fashion trends and product
acceptance by testing various styles before each selling season,
evaluating trade acceptance before commencing volume
manufacture, and closely monitoring retail sales trends after
retail introduction.  From time to time we preview our new
product designs at trade shows and similar events, and we permit
some of our national retail accounts the opportunity to view
product designs prior to ordering our products.

Marketing and Promotion

     We are currently promoting our Naked Feet[TM] and Ipanema[R]
brands of footwear products.  Our strategy is to develop an
image and awareness of our product brands.  We advertise, market
and promote our products through a variety of means, including
trade journal advertising, product packaging and cooperative
advertising.  Senior management is directly involved in shaping
our image and our advertising and promotional activities.  We
currently are focusing our efforts on marketing our products
only in the United States.

     Our products are sold through independent sales
representatives who generally spend all of their business
efforts selling our products to national and independent
retailers.  Currently, two sales representatives sell our
Naked Feet[TM] brand of footwear products and two sales
representatives sell our Ipanema[R] brand of footwear products.
Our Naked Feet[TM] brand is generally promoted to and sold by
higher-end retailers and our Ipanema[R] brand is generally
promoted to and sold by higher volume retailers whose customers
are more price sensitive.

Manufacturing

     We do not currently manufacture any products.  All of our
products are manufactured by third-party foreign manufacturers.
We have implemented a quality control program to ensure that
goods bearing our trademarks meet our standards.  Because our
products are manufactured by third-parties, we inspect
prototypes of each product prior to manufacture by such third-
parties, through our employees or sourcing agents, we inspect
the manufacturing facilities, and product samples are inspected
prior to shipment from our distributors to our customers.


                             4

<PAGE>


     A wide range of materials are used in the production of our
products.  We may from time to time experience significant
manufacturing delays caused by the unavailability of raw
materials.  Moreover, the dependence on foreign manufacturers
subjects us to the general conditions and risks of doing
business internationally, including reduction in the
availability of production capacity, errors in complying with
product specifications, insufficient quality control, failure to
meet production deadlines, and increases in manufacturing costs.
We can not predict whether the conditions under which we plan to
conduct business abroad will remain favorable or whether any
events will occur that could adversely affect the availability
of independent foreign manufacturing on terms satisfactory to
us.

Sales and Distribution

     We have contracted with an independent warehouse facility
to provide us with importation, warehouse, distribution,
inspection and other services.  The primary distribution channel
for our products is sales through national and regional
retailers, as well as independent specialty stores.  We do not
currently intend to own or operate our own retail stores.

Competition

     The fashion footwear industry is highly competitive.  We
compete with a number of domestic and foreign designers and
manufacturers of footwear.  Almost all of our competitors have
significantly greater financial resources than us, and many have
full lines of product offerings, compete with us for
manufacturing sources and spend substantially more resources on
product advertising than we are able to spend.  Although Utopia
and its management have experience in the footwear industry, we
are, and are perceived by the market as, a new entrant to the
footwear industry.  Our products are marketed and sold to image
conscious consumers and our failure to accurately predict and
target future trends or to maintain a fashionable image could
have a material adverse impact on our ability to generate
product sales or develop a recognizable brand name.  There can
be no assurance that we will be able to develop and market well-
received products.

Intellectual Property

     Our significant trademarks are our Naked Feet[TM] brand name
and the Ipanema[R]  brand that we recently acquired.  We are in
the process of registering our ownership and right to use of the
Naked Feet[TM] name with the United States Patent and Trademark
office and the trademark registration for the Ipanema[R] name has
been assigned to us.  We believe that trademarks and other
proprietary rights are important to our success and our
competitive position.  Accordingly, we intend to devote
substantial resources to the establishment and protection of
trademarks and other proprietary rights.  There can be no
assurance that the actions taken by us to establish and protect


                             5

<PAGE>


any trademarks or other proprietary rights will be adequate to
prevent imitation of our products by others or to prevent others
from prohibiting sales of any products we may develop in
violation of the trademarks and proprietary rights of others.
Moreover, no assurance can be given that others will not assert
rights in, or ownership of, trademarks and other proprietary
rights that we may establish or acquire, or that we will be able
to successfully resolve such conflicts.

Employees & Contractors

     As of March 21, 2000, we had 10 full-time employees.  Most
of our sales efforts are conducted by third-party contractors.
We have engaged four independent contractors to undertake sales
efforts on our behalf.  We believe our  employee relations are
good.

ITEM 2.  PROPERTIES

     Our executive office is located in West Palm Beach,
Florida, where we lease approximately 2,700 square feet of
office space.  We believe that our facilities are adequate for
our current needs and that additional facilities can be leased
to meet future needs.  Our executive offices are located 312
Clematis Street, Suite 500, West Palm Beach, Florida 33401, and
our telephone number is (561) 835-9998.

ITEM 3.  LEGAL PROCEEDINGS

     There are no material legal proceedings against us or our
properties, or to which we are a party.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.





                             6

<PAGE>


                          PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

     Our common stock is not listed on any stock exchange.  Our
stock is traded over-the-counter under the symbol "UTPM".

     The following table sets forth the high and low closing
sales prices of our common stock for our 1999 and 1998 fiscal
years ending January 1, 2000 and January 2, 1999, respectively,
as reported by the National Quotation Bureau, LLC.

<TABLE>
<CAPTION>

        Fiscal 1999              High             Low
        ------------------------------------------------
<S>     <C>                     <C>               <C>
        First Quarter           $0.375            $0.10
        Second Quarter          $0.468            $0.125
        Third Quarter           $0.65             $0.375
        Fourth Quarter          $0.562            $0.343


        Fiscal 1998              High             Low
        ------------------------------------------------
        First Quarter           $0.09             $0.01
        Second Quarter          $0.06             $0.01
        Third Quarter           $0.16             $0.01
        Fourth Quarter          $0.1875           $0.01

</TABLE>


     These quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent
actual transactions.

     At April 11, 2000, we had 1,029 shareholders of record.  We
have no shares of any class of capital stock outstanding other
than our common stock.  We have not paid any cash dividends on
our common stock since our inception, other than distributions
to Samuel L. Edelman, Louise B. Edelman and Stuart L. Kreisler
(the "Principal Shareholders") during the period that we were an
S Corporation and in connection with the termination of our
status as an S Corporation in 1991.  We currently anticipate
that any future earnings will be retained for development of our
business and do not anticipate paying any dividends on our
common stock in the foreseeable future.




                             7

<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Overview

     Utopia Marketing, Inc., formerly known as Sam & Libby, Inc.
was founded in October 1987, primarily for the purpose of
developing and commercializing footwear products.  In 1991, we
completed a public offering of our common stock.  On July 2,
1996, we entered into an agreement with Maxwell pursuant to
which the we sold our brand names, trademarks, trade names and
certain other intellectual property rights to Maxwell, and
received approximately $5.5 million.  The sale of our trade
names and intellectual property to Maxwell effectively
terminated our then current operating business.

     Since the sale of our trade names and intellectual property
to Maxwell, our management had been primarily involved in the
investigation of new business opportunities.  During this time,
management had investigated possible acquisitions and mergers
and explored various start-up ventures.  A number of
developments prompted our Board of Directors to conclude in
December 1998 that we should reenter the footwear business.
Since then we have been developing and marketing women's fashion
footwear under the brand names "Naked Feet" and, more recently,
"Ipanema."

Results of Operations

Years Ended January 1, 2000 and January 2, 1999

     Revenues.  We generated net revenues of $2,070,000 during
the second half of fiscal 1999.  These revenues were generated
solely from the sales of women's footwear under the brand name
Naked Feet.  We also had $807,000 of revenue in connection with
a Collection Services Agreement with Sumitomo Corporation of
America and Ipanema Shoe Corporation.  This revenue will not
continue to be earned in the next fiscal year.  Additionally,
interest income of $43,000 was generated from our excess cash in
a money market account, which was transferred to our factor (the
"Factor") as part of a factoring arrangement entered into in
March, 1999.  The amount due from the Factor at January 1, 2000
was $185,000, included in cash and cash equivalents.  Due to the
lack of revenue-generating activities during the year ended
January 2, 1999, our only revenue was interest income of
$122,000.  This interest income was earned as a result of our
holding  funds in a money market account.

     Gross Profit.  We generated gross profit of $633,000 or
30.5% of net sales during the year ended January 1, 2000.  We
did not generate any gross profit during the year ended January
2, 1999, as we did not conduct any operating business.


                             8

<PAGE>


     Selling, General and Administrative Expenses. Selling,
general, and administrative expenses increased to $3,146,000 for
the year ended January 1, 2000 from $571,000 for the year ended
January 2, 1999, an increase of $2,575,000 primarily as a result
of our developing and marketing the new "Naked Feet" brand name.
The increase was attributable to sales commissions of $635,000,
sample costs of $162,000, officers' salaries of $250,000,
increases in personnel costs by $428,000, travel and
entertainment costs of $318,000, increases in rent by $57,000,
marketing and advertising costs of $100,000, postage and
shipping of $102,000, increases in technology costs by $83,000,
increases in telephone costs by $70,000 and depreciation and
amortization of $22,000.

Liquidity and Capital Resources

     We relied on funds held in a money market account for
operating working capital in 1999.  We invested approximately
$109,000 in computers and software during the fiscal year ended
January 1, 2000.  In April 1999, we entered into a factoring
agreement to finance growth in accounts receivable and inventory.
We invest our cash balances with this factor.  The factor purchases
our accounts receivables and allows us to borrow up to 85% of
the uncollected accounts receivables.  As of January 1, 2000, we
had no balance due outstanding to the factor.  As of April 13,
2000, we had borrowed $1,561,000 from the factor against
approximately $2,365,000 of factored accounts receivables.

     On October 5, 1999, we entered into a Collection Services
Agreement with Ipanema Shoe Corporation and its parent company,
Sumitomo Corporation of America, pursuant to which we were
providing services for the collection of certain accounts
receivables owned by Ipanema in exchange for 30% of the
receivables collected.  In fiscal 1999 we received $807,000 in
revenue under the Collection Services Agreement.  We will not
continue to earn revenues under this Agreement in the next fiscal
year.

     We currently anticipate that we will require additional
capital to fund our working capital needs until we have positive
cash flows.  During 1999, we depleted the money market
investment previously relied on for working capital.  During
this start-up phase of our new operations, our cash requirements
will be substantial and may exceed the amount of working capital
available to us.  Our ability to fund our operating requirements
and maintain an adequate level of working capital until we
achieve positive cash flows will depend primarily on our ability
to design, develop and market products that are accepted by the
market and generate rapidly increasing levels of sales.  Our
failure to design, develop and market well-received products and
other events, including the costs and timing of establishing
trademarks and other proprietary rights; our ability to
manufacture products at an economically feasible cost; the
extent and terms of any collaborative manufacturing, marketing
or other arrangement; and changes in economic or competitive
conditions of our planned business, could cause us to require
additional capital prior to achieving positive cash flows.  In
the event that we must raise additional capital to fund our
working capital needs, we may seek to raise such capital through
loans or the issuance of debt or equity securities.  To the


                             9

<PAGE>


extent we raise additional capital by issuing equity securities
or obtaining borrowings convertible into equity, ownership
dilution to existing shareholders will result, and future
investors may be granted rights superior to those of existing
shareholders.  There can be no assurance that any additional
capital will be available to us on acceptable terms, or at all.

FORWARD-LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS

     Certain statements contained in this Report that are not
historical facts contain forward-looking information with
respect to our plans, projections or future performance, the
occurrence of which involve certain risks and uncertainties that
could cause our actual results or plans to differ materially
from those expected by us.

Our operating business is in an early stage of development and
we may not become profitable.

     With respect to our newly established business, we have not
yet generated significant revenues from product sales to offset
our expenses. We are dedicating most of our financial resources
to the development of new footwear products and general and
administrative expenses.  We expect to incur significant
operating losses for at least the next 12 months.  Our ability
to achieve profitability will depend, among other things, on our
successfully completing development of our products,
establishing or sourcing manufacturing, sales and marketing
capabilities, achieving market acceptance for our products and
maintaining sufficient funds to finance our activities.  There
can be no assurance that we will be able to achieve
profitability or that profitability, if achieved, can be
sustained.

We will require substantial additional funds in order to develop
and commercialize our lines of footwear products and until we
achieve positive cash flows.

     The extent to which we will be required to obtain
additional funding from third parties will primarily depend on
the time required for us to develop our product lines and the
rate at which we are able to generate sales of our products once
they are developed.  Our capital requirements will depend on
several additional factors, including the problems, delays,
expenses and complications frequently encountered by companies
in a development stage; the progress of our design and
development of products; the costs and timing of establishing
trademarks or other proprietary rights; the success of our sales
and marketing programs; the extent and terms of any
manufacturing, marketing or other arrangements; and changes in
economic or competitive conditions of our planned business.
Estimates about the adequacy of funding for our activities are


                             10

<PAGE>


based on certain assumptions, including the assumption that
development of our products can be conducted at projected costs
and within projected time frames and that our products receive
market acceptance.

To satisfy our capital requirements, we may seek to raise funds
in the public or private capital markets.

    Our ability to raise additional funds in the public or
private markets will be adversely affected if the results of our
business operations are not favorable, or if any products
developed are not well-received.  We may seek additional funding
through corporate collaborations and other financing vehicles or
from loans or investments by our controlling shareholders.
There can be no assurance that any such funding will be
available to us, or if available, that it will be available on
acceptable terms.  If adequate funds are not available, we will
not be able to complete the commercialization of any products
that we may have developed.  As a result, we may be required to
discontinue our operations without obtaining any value for our
products under development, thereby eliminating shareholder
equity, or we could be forced to relinquish rights to some or
all of our products under development in return for an amount
substantially less than we expended to develop such products.
If we are successful in obtaining additional financing, the
terms of the financing may have the effect of diluting the
holdings or adversely affecting the rights of the holders of
common stock.

We may not be able to develop a recognizable brand or otherwise
promote our products adequately.

     There can be no assurance that we will be able to profit
from the development or manufacture of our products as planned,
or that we will be successful in promoting such products to
potential vendors.  We do not have an established brand name
under which we will market any of our products under
development.  The establishment of a recognizable brand name
that will enable us to successfully commercialize our products
under development generally requires the expenditure of
substantial financial resources for advertising and promotional
activities.  We do not currently have sufficient resources to
conduct a national advertising campaign or otherwise promote our
products under development on a widescale basis.  As a result,
we will be required to promote our products and brand name
through alternative and creative promotional efforts.  There can
be no assurance that we will be able to successfully promote our
products or brand names.

Our products may not be accepted by vendors or retail purchasers.

     Our ability to successfully commercialize our products will
depend in part on the acceptance of our products by vendors and
retail customers.  The failure of vendors to purchase our
products or the failure of retail customers to purchase our
products would have a material adverse effect on our business,
results of operations and financial condition.  Unfavorable


                             11

<PAGE>


publicity concerning us or any of our products could have an
adverse effect on our ability to achieve acceptance of our
products by vendors and retail customers and to commercialize
our products, which could have a material adverse effect on our
business, results of operations and financial condition.

We may not be able to manage our growth effectively.

     Our growth, including growth as a result of our acquisition
and development of the Ipanema brand, has placed and will
continue to place a significant strain on our managerial,
operational and financial resources.  Failure to manage our
growth effectively could have a material adverse effect on our
business, results of operations and financial condition.  In
order to manage our growth effectively, we need to:

     *   improve our financial and management controls, reporting
         systems and procedures;

     *   expand, train and manage our work force for production
         and post-production, marketing and sales, and product
         development; and

     *   manage multiple relationships with various customers,
         suppliers, manufacturers and other third parties.

We have limited sales and marketing experience.

     We intend to market our footwear lines through a specialty
sales force consisting primarily of independent contractors.
Substantial resources will be required for us to promote the
sale of our footwear products.  There can be no assurance that
we will be able to establish an effective sales and marketing
organization or that we will be able to achieve market
acceptance.  Our failure to establish an effective marketing and
sales force or our failure to expend the resources to adequately
promote any of our products under development could have a
material adverse effect on us.

We depend on key personnel and we may not be able to attract and
retain qualified employees.

     Our success will be largely dependent, in particular, upon
the services of Samuel L. Edelman, our President and Chief
Executive Officer.  If Mr. Edelman is unable to provide services
to us for whatever reason, our business would be adversely
affected.  Because Mr. Edelman is involved in all aspects of our
business, there can be no assurance that a suitable replacement
could be found if he was unable to perform services for us.  As
a consequence, the loss of Mr. Edelman or other key personnel


                             12

<PAGE>


could have a material adverse effect upon our business, results
of operations and financial condition.

     In addition, our ability to market our products and to
achieve profitability will depend on our ability to attract and
retain highly talented design personnel and other employees.  We
face intense competition for personnel from other companies.
There can be no assurance that we will be successful in
attracting and retaining key personnel.  The loss of key
personnel, or the inability to attract and retain the
additional, highly-talented employees required for the
development and commercialization of our products, could
adversely affect our results of operations and our business.

We face intense competition.

     Competition in the women's footwear industry is intense.
The growth in the sales of fashionable footwear has encouraged
the entry of many new competitors and increased competition from
established companies. We will compete with numerous designers,
brands and manufacturers of women's footwear, including Kenneth
Cole, Nine West, DKNY, Sketchers, Nike and Guess, many of which
will have substantially greater financial, distribution,
marketing and other resources than us.  We will also have to
compete for the limited shelf-space available for the display of
our products to the consumer.  The principal elements of
competition in the footwear market include product style and
color selection, price, value, comfort, quality (both in
material and production), brand awareness, brand positioning,
advertising, marketing and distribution. Our business will
depend on our ability to stimulate and respond to changing
consumer preferences while remaining competitive in quality and
price.  There can be no assurance that any products developed by
us will be able to compete successfully with the products of our
competitors.

We may not be able to protect our proprietary rights and may
infringe on the proprietary rights of others.

    Establishment of trademarks and other proprietary rights is
important to our success and our competitive position.
Accordingly, we intend to devote substantial resources to the
establishment and protection of trademarks and other proprietary
rights.  There can be no assurance that the actions taken by us
to establish and protect any trademarks or other proprietary
rights will be adequate to prevent imitation of our products by
others or to prevent others from prohibiting sales of any
products we may develop in violation of the trademarks and
proprietary rights of others.  Moreover, no assurance can be
given that others will not assert rights in, or ownership of,
trademarks and other proprietary rights we may establish or
acquire or that we will be able to successfully resolve such
conflicts.


                             13

<PAGE>


We may not be able to anticipate or respond to changing fashion
trends.

     Our success will depend in significant part upon our
ability to anticipate and respond to women's product and fashion
trends as well as to anticipate, gauge and react to changing
consumer demands in a timely manner.  There can be no assurance
that our products will correspond to the changes in taste and
demand or that we will be able to successfully market products
which respond to such trends.  If we misjudge the market for our
products, we may be faced with significant excess inventories
for some products and missed opportunities with others, which
could have a material adverse effect on our business, results of
operations and financial condition.

Our business will be adversely affected by a recessionary
economy.

     The fashion footwear industry in which we operate is
cyclical, with purchases tending to decline during recessionary
periods when disposable income is low.  Purchases of fashion
footwear tend to decline during recessionary periods and may
also decline at other times.  A recession in the national or
regional economies or uncertainties regarding future economic
prospects, among other things, could affect consumer spending
habits and have a material adverse effect on our business,
results of operations and financial condition.

Consolidation in our industry could make it more difficult for
us to sell our products.

     In recent years, the retail industry has experienced
consolidation and other ownership changes.  In the future,
retailers in the United States and in foreign markets may
consolidate, undergo restructurings or reorganizations, or
realign their affiliations, any of which could decrease the
number of stores available to carry our products or increase the
ownership concentration within the retail industry.  There can
be no assurance that the future effect of any such changes will
not affect our business, results of operations and financial
condition.

We may not be able to effectively manage our inventory.

     Our ability to manage our inventories properly is an
important factor in our operations.  Inventory shortages can
adversely affect the timing of shipments to customers and
diminish brand loyalty.  Conversely, excess inventories can
result in increased interest costs as well as lower gross
margins due to the necessity of providing discounts to
retailers.  Our inability to effectively manage our inventory
would have a material adverse effect on our business, results of
operation and financial condition.



                             14

<PAGE>


Our reliance on foreign manufacturers for the manufacture of our
products may put us at risk for interruptions or slow downs in
our business.

     As is common in the footwear industry, we contract for the
manufacture of many of our products through foreign or other
unaffiliated manufacturers.  We will not own or operate any
manufacturing facilities and will therefore be dependent upon
independent third parties for the manufacture of all our
products.  Risks inherent in foreign operations include work
stoppages, transportation delays and interruptions, changes in
social, political and economic conditions which could result in
the disruption of trade from the countries in which potential
manufacturers or suppliers are located, the imposition of
additional regulations relating to imports, the imposition of
additional duties, taxes and other charges on imports,
significant fluctuations of the value of the dollar against
foreign currencies, or restrictions on the transfer of funds,
any of which could have a material adverse effect on our
business, results of operations and financial condition.  Any
products we import will also be subject to United States customs
duties which will comprise a material portion of the cost of
merchandise.  The United States and the countries in which our
products are produced may, from time to time, impose new quotas,
duties, tariffs, or other restrictions, or may adversely adjust
prevailing quota, duty or tariff levels, any of which could have
a material adverse effect on our business, results of operations
and financial condition.  The inability of a manufacturer to
ship our orders of products in a timely manner or to meet our
quality standards could cause us to miss the delivery date
requirements of customers, which could result in cancellation of
orders, refusal to accept deliveries or a reduction in purchase
prices, any of which could have a material adverse effect on our
business, results of operations and financial condition.

There is currently no active trading market for our common
stock.

Our common stock is traded in the non-Nasdaq over-the-
counter markets through the OTC Bulletin Board.  There is
currently no active trading market for our common stock.  There
can be no assurance that an active trading market will develop
or be maintained.  Trading of securities on the OTC Bulletin
Board is generally limited and is effected on a less regular
basis than that effected on other exchanges or quotation systems
(such as the Nasdaq Stock Market), and accordingly investors who
own or purchase securities will find that the liquidity or
transferability of our securities is limited.  Additionally, a
shareholder may find it more difficult to dispose of, or obtain
accurate quotations as to the market value, of our securities.
There can be no assurance that our common stock will ever be
included for trading on any stock exchange or through any other
quotation system (including, without limitation, the Nasdaq
Stock Market).  In addition, our securities may be subject to
the Securities and Exchange Commission penny stock rules.  These



                             15

<PAGE>


rules may have the effect of reducing the level of trading
activity, if any, in the secondary market for our common stock.

Our founding shareholders control 43.9% of our common stock and
their interests may be different from and conflict with yours.

     Samuel L. Edelman and Louise B. Edelman, the founders of
Utopia, together beneficially own approximately 36.3% of our
outstanding Common Stock and control an additional 7.6% of our
outstanding Common Stock.  Accordingly, these shareholders will
likely be able to control the outcome of shareholder votes,
including votes concerning the election of directors, the
adoption or amendment of provisions in our Articles of
Incorporation, and the approval of mergers and other significant
corporate transactions.  This level of concentrated ownership
may have the effect of delaying or preventing a change in our
management or voting control of Utopia.









                             16

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

Financial statements required by this item can be found at the
pages listed in the following index.






                             17

<PAGE>



                             UTOPIA MARKETING, INC.


                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------



                                                                     PAGE
                                                                     ----

REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                   19


FINANCIAL STATEMENTS

   Balance Sheet                                                      20

   Statements of Operations                                           21

   Statements of Stockholders' Equity                                 22

   Statements of Cash Flows                                           23

   Notes to Financial Statements                                   24 - 32






                                 18


<PAGE>



    REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
    --------------------------------------------------

Board of Directors and Stockholders
Utopia Marketing, Inc.


We have audited the accompanying balance sheet of Utopia
Marketing, Inc. as of January 1, 2000, and the related statements
of operations, stockholders' equity, and cash flows for the years
ended January 1, 2000 and January 2, 1999.  These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall  financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Utopia Marketing, Inc. as of January 1, 2000, and the results
of its operations and its cash flows for the years ended January
1, 2000 and January 2, 1999, in conformity with generally
accepted accounting principles.


                  RACHLIN COHEN & HOLTZ LLP


Fort Lauderdale, Florida
February 11, 2000



                                 19

<PAGE>

                         UTOPIA MARKETING, INC.

                             BALANCE SHEET

                            JANUARY 1, 2000

                             (In thousands)


                 ASSETS
                 ------
Current Assets:
  Cash and cash equivalents                                      $      185
  Due from factor, net of allowance                                     550
  Merchandise inventories                                             1,418
  Other                                                                  54
                                                                 ----------
      Total current assets                                            2,207

Property and Equipment                                                   98

Intangible Assets                                                       648
                                                                 ----------
      Total assets                                               $    2,953
                                                                 ==========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
Current Liabilities:
  Accounts payable                                                $   1,716
  Accrued expenses, primarily accrued
    officers' salaries                                                  317
                                                                 ----------
      Total current liabilities                                       2,033
                                                                 ----------
Note Payable                                                            468
                                                                 ----------

Commitments, Contingencies and Other Matters                              0

Stockholders' Equity:
  Preferred stock $.001 par value;
    5,000,000 shares authorized;
    none issued and outstanding                                           0
  Common stock, $.001 par value;
    45,000,000 shares authorized;
    15,216,367 shares issued and outstanding                             15
  Additional paid-in capital                                         33,147
  Deficit                                                           (32,710)
                                                                 ----------
      Total stockholders' equity                                        452
                                                                 ----------
      Total liabilities and stockholders' equity                 $    2,953
                                                                 ==========




                  See notes to financial statements.


                                  20


<PAGE>

                       UTOPIA MARKETING, INC.

                      STATEMENTS OF OPERATIONS

     YEARS ENDED JANUARY 1, 2000 (1999) AND JANUARY 2, 1999 (1998)

                 (In thousands except per share data)


<TABLE>
<CAPTION>
                                                       1999           1998
                                                       ----           ----
<S>                                                  <C>             <C>
Net Sales                                            $  2,070        $      0

Cost of Sales                                           1,437               0
                                                     --------        --------
Gross Profit                                              633               0

Selling, General and Administrative Expenses            3,146             571
                                                     --------        --------
Operating Loss                                         (2,513)           (571)
                                                     --------        --------

Other Income (Expense):
  Collection fees                                         807               0
  Interest expense                                        (10)
  Interest income                                          43             122
                                                     --------        --------
                                                          840             122
                                                     --------        --------
Net Loss                                             $ (1,673)       $   (449)
                                                     ========        ========
Loss Per Common Share                                $  (0.12)       $  (0.03)
                                                     ========        ========
Weighted Average Shares Outstanding                    14,457          14,216
                                                     ========        ========


</TABLE>




                  See notes to financial statements.


                                  21
<PAGE>

                            UTOPIA MARKETING, INC.

                    STATEMENTS OF STOCKHOLDERS' EQUITY

                              (In thousands)


<TABLE>
<CAPTION>

                                         Common Stock      Additional
                                         ------------      Paid-In
                                        Shares   Amount    Capital        Deficit         Total
                                        ------   ------    ---------    ----------      --------
<S>                                     <C>      <C>       <C>          <C>             <C>
Balance, January 3, 1998                14,216   $   14    $  32,947    $  (30,588)     $  2,373

Year Ended January 2, 1999:
  Net loss                                   0        0            0          (449)         (449)
                                        ------   ------    ---------    ----------      --------
Balance, January 2, 1999                14,216       14       32,947       (31,037)        1,924

Year Ended January 1, 2000:
  Issuance of common stock related to
    acquisition of assets                1,000        1          200                         201
  Net loss                                   0        0            0        (1,673)     (  1,673)
                                        ------   ------    ---------    ----------      --------
Balance, January 1, 2000                15,216   $   15    $  33,147    $  (32,710)    $     452
                                        ======   ======    =========    ==========     =========


</TABLE>



                  See notes to financial statements.


                                  22
<PAGE>


                      UTOPIA MARKETING, INC.

                      STATEMENTS OF CASH FLOWS

   YEARS ENDED JANUARY 1, 2000 (1999) AND JANUARY 2, 1999 (1998)

                          (In thousands)

<TABLE>
<CAPTION>

                                                                1999           1998
                                                                ----           ----
<S>                                                          <C>             <C>
Cash Flows from Operating Activities:
   Net loss                                                  $  (1,673)      $   (449)
   Adjustments to reconcile net loss to net cash
     used by operating activities:
       Depreciation and amortization                                32              0
       Changes in operating assets and liabilities:
         (Increase) decrease in:
            Accounts receivable                                      0             25
            Due from factor                                       (550)             0
            Merchandise inventories                             (1,418)             0
            Other                                                   14            (54)
         Increase in:
            Accounts payable and accrued liabilities             1,947             31
                                                             ---------       --------
              Net cash used by operating activities             (1,648)          (447)
                                                             ---------       --------

Cash Flows from Investing Activities:
  Purchases of property and equipment                             (109)             0
                                                             ---------       --------

Net Decrease in Cash and Cash Equivalents                       (1,757)          (447)

Cash and Cash Equivalents, Beginning                             1,942          2,389
                                                             ---------       --------

Cash and Cash Equivalents, Ending                            $     185       $  1,942
                                                             =========       ========
Supplemental Disclosures:
  Cash paid for interest                                     $       3
                                                             =========
Non Cash Investing and Financing Activities:
  Acquisition of intangibles through issuance of
    debt and common stock                                    $     659
                                                             =========

</TABLE>




                  See notes to financial statements.


                                  23

<PAGE>

                         UTOPIA MARKETING, INC.

                      NOTES TO FINANCIAL STATEMENTS

                    JANUARY 1, 2000 AND JANUARY 2, 1999


NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Capitalization

          On June 16, 1998, Utopia Marketing, Inc., a Florida
          corporation, was incorporated as a wholly-owned subsidiary
          of Utopia Marketing, Inc., a California corporation.  On
          July 30, 1998, an agreement and plan of merger was entered
          into by the two companies, whereby the Florida corporation
          was the surviving corporation.  Each share of the
          California corporation common stock was exchanged for one
          share of the Florida corporation common stock, and the
          California corporation ceased to exist.

          The Company's Articles of Incorporation authorize the
          Company to issue and have outstanding at any one time
          45,000,000 shares of common stock with a par value of
          $0.001 and 5,000,000 shares of preferred stock with a par
          value of $0.001.  The Board of Directors is authorized to
          fix the rights, preferences, and privileges of the
          preferred stock.

     Business

          In December 1998, the Company finalized plans to begin
          designing, developing and marketing women's footwear under
          the trademark "NAKED/FEET"[TM].  Until that decision, the
          Company was inactive following a sale in July 1996 of all
          of the Company's trademarks, trade names, and intellectual
          property.

     Fiscal Year

          The Company has a 52/53 week fiscal year ending on the
          Saturday closest to December 31 of each year.

     Cash and Cash Equivalents

          The Company considers all highly liquid debt and equity
          instruments with original maturities of three months or
          less to be cash equivalents.

     Concentrations of Credit Risk

          Financial instruments that potentially subject the Company
          to concentrations of credit risk consist primarily of cash
          and cash equivalents and the due from factor.

     Cash and Cash Equivalents

          From time to time during the year, the Company had
          deposits in financial institutions in excess of the
          federally insured limits.  At January 1, 2000, the
          Company did not have deposits in excess of federally
          insured limits.  The Company maintains its cash with a
          high quality financial institution which the Company
          believes limits these risks.



                               24
<PAGE>

                       UTOPIA MARKETING, INC.

                    NOTES TO FINANCIAL STATEMENTS
                            (Continued)



NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Concentrations of Credit Risk (Continued)

          Due from Factor

               The Company maintains cash balances with the factor
               which purchases accounts receivable.  These cash
               balances earn interest at 2% below Wall Street Journal
               prime rate (6.5% at January 1, 2000), but are not
               insured in any way.

               The factor purchases substantially all eligible accounts
               receivable, primarily without recourse (see Note 3).
               The Company can draw funds as required.  This amount due
               from factor is not insured in any way.  The Company
               believes that the credit risk is limited by the
               financial strength of the factor.

     Use of Estimates

          The preparation of financial statements in conformity with
          generally accepted accounting principles 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 reporting period.
          Although these estimates are based on management's
          knowledge of current events and actions it may undertake
          in the future, they may ultimately differ from actual
          results.  Estimates which are particularly susceptible to
          change in the near term are adjustments for markdowns,
          returns, cooperative advertising and allowances for
          doubtful accounts with regard to amounts due from factor
          in connection with receivables factored.

     Inventories

          Inventories, which consist primarily of finished goods,
          are stated at the lower of cost or market, with cost
          determined on an average cost method.

     Property and Equipment

          Property and equipment are recorded at cost and
          depreciated using the straight-line method over the
          estimated useful lives of the related assets.  When assets
          are sold or retired, the cost and related accumulated
          depreciation are removed from the accounts and any gain or
          loss is recognized currently.  Repairs and maintenance are
          charged to expense as incurred.

     Revenue Recognition

          Revenue from the sale of merchandise and private label
          commissions is recognized upon shipment to the customer,
          net of returns and allowances.



                                25
<PAGE>

                       UTOPIA MARKETING, INC.

                    NOTES TO FINANCIAL STATEMENTS
                            (Continued)


NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Stock-Based Compensation

          The Company accounts for stock-based compensation issued
          to employees and directors using the intrinsic value
          method prescribed in Accounting Principles Board Opinion
          No. 25, Accounting for Stock Issued to Employees.
          Compensation cost for stock options, if any, is measured
          as the excess of the estimated market price of the
          Company's common stock at the date of grant, over the
          amount the recipient must pay to acquire the common stock.

          Statement of Financial Accounting Standards ("SFAS") No.
          123, Accounting for Stock-Based Compensation, established
          accounting and disclosure requirements using a fair-value-
          based method of accounting for stock-based employee
          compensation plans.  The Company has elected to retain its
          current method of accounting as described above, and has
          adopted the disclosure requirements of SFAS No. 123.

     Advertising Costs

          Advertising costs are expensed as incurred.  Advertising
          costs incurred in 1999 and 1998 are approximately
          $24,000 and $48,000, respectively.

     Income Taxes

          The Company accounts for its income taxes using SFAS No.
          109, Accounting for Income Taxes, which requires the
          recognition of deferred tax liabilities and assets for
          expected future tax consequences of events that have been
          included in the financial statements or tax returns.
          Under this method, deferred tax liabilities and assets are
          determined based on the difference between the financial
          statement and tax bases of assets and liabilities using
          enacted tax rates in effect for the year in which the
          differences are expected to reverse.

     Fair Value of Financial Instruments

          The respective carrying value of certain on-balance-sheet
          financial instruments approximated their fair value.
          These instruments include cash and cash equivalents.  Fair
          values were assumed to approximate carrying values for
          these financial instruments since they are short-term in
          nature and their carrying amounts approximate fair values
          or they are receivable or payable on demand.

     Net Loss Per Common Share

          The Company adopted Statement of Financial Accounting
          Standards (SFAS) No. 128, Earnings Per Share, which
          provides for the calculation of basic and diluted earnings
          per share.




                                26
<PAGE>

                       UTOPIA MARKETING, INC.

                    NOTES TO FINANCIAL STATEMENTS
                            (Continued)


NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Net Loss Per Common Share (Continued)

          Basic net loss per share is computed by dividing income
          available to common stockholders by the weighted average
          number of common shares outstanding for the period.
          Diluted earnings per share assumes exercising outstanding
          options and warrants granted.  Diluted net loss for fiscal
          years 1999 and 1998 is not presented, as the effect of the
          conversion is anti-dilutive.

          The weighted average number of common shares outstanding
          (in thousands) during the years were as follows:

              January 1, 2000                        14,457
              January 2, 1999                        14,216


NOTE 2.	LIQUIDITY

     As discussed in Note 1, the Company is developing a new
     brand name after having been inactive for over two years.
     Management has significant experience in the footwear
     industry and, through July 1996, the Company operated in the
     footwear industry.  Successful operations in the future will
     depend on management's ability to secure trade credit,
     short-term financing or equity financing to allow the
     Company to achieve its business plan.  The eventual outcome
     and success of management's plans in this regard cannot be
     ascertained with any degree of certainty.


NOTE 3.	SALE OF RECEIVABLES

     On April 1, 1999, the Company entered into a factoring
     agreement, which expires April 1, 2001, to sell an undivided
     interest in all accounts receivable.  The agreement calls
     for the sale of receivables without recourse and with
     recourse.  Payments are remitted to the Company when
     customer payments are received by the factor.  The gross
     amount due from the factor at December 31, 1999, $746,000,
     represents the uncollected payments from customers.  As of
     December 31, 1999, approximately $81,000 of the uncollected
     receivables represents receivables with recourse. The
     Company has established an allowance of approximately
     $196,000 for returns, markdowns and doubtful accounts
     relating to the uncollected receivables.  The agreement
     allows the Company to borrow up to 85% of the uncollected
     receivables.  At January 1, 2000, the Company has not
     borrowed any funds against the outstanding receivables.  In
     addition, the Company has pledged inventory, equipment, and
     intangibles as required by the factoring agreement.

     Due from factor - uncollected receivables           $746,000
     Less allowance for returns, markdowns and
       doubtful accounts                                  196,000
                                                         --------
     Due from factor, net                                $550,000
                                                         ========




                              27
<PAGE>

                       UTOPIA MARKETING, INC.

                    NOTES TO FINANCIAL STATEMENTS
                            (Continued)


NOTE 4.	PROPERTY AND EQUIPMENT

                                   Estimated Useful
                                    Lives (Years)
                                   ----------------
     Computers and software               5               $109,347
     Less accumulated depreciation                          11,023
                                                          --------
                                                          $ 98,324
                                                          ========
     Depreciation expense for 1999 was $11,023.


NOTE 5.	ACQUISTION OF ASSETS

     On October 5, 1999, the Company purchased certain intangible
     assets of Ipanema Shoe Corporation (Ipanema), including
     tradenames, trademarks, brand names, customer lists,
     supplier lists, database information, proprietary software
     and related goodwill.  In exchange for these assets, the
     Company issued 1,000,000 shares of Company common stock and
     a subordinated convertible promissory note in the amount of
     $500,000.  The promissory note, which matures October 5,
     2002, provides for interest at prime plus 1% commencing
     October 5, 2000.  The Company recorded the purchase of the
     intangible assets at a value of $658,000, the sum of the
     fair value of the promissory note discounted at 9-1/2%
     ($457,000) and the 1,000,000 shares of common  stock issued
     at a value of $.201 per share ($201,000).  The intangible
     assets are being amortized using a life of fifteen years.

     In connection with the acquisition, the Company entered into
     a collection services agreement with Ipanema whereby the
     Company is to receive an amount equal to 30% of all accounts
     receivable collected.  The Company earned and received
     approximately $807,000 pursuant to this agreement during
     1999.


NOTE 6.	MAJOR CUSTOMERS AND SUPPLIERS

     During 1999, sales from four customers accounted for
     approximately 58% of total sales.  In addition, four vendors
     accounted for approximately 70% of the total inventory
     purchases in 1999.


NOTE 7.	TRANSACTIONS WITH RELATED PARTIES

     Stockholder

          The Company frequently sends employees to New York for
          business engagements. Employees lodge at a stockholder
          owned apartment during their stay.  The Company remits the
          monthly rent directly to the landlord for the use of the
          apartment.  The Company remitted approximately $18,000 in
          1999 for the New York apartment.



                                28
<PAGE>

                       UTOPIA MARKETING, INC.

                    NOTES TO FINANCIAL STATEMENTS
                            (Continued)


NOTE 8.	INCOME TAXES

     The following table reconciles the income tax provision
     (benefit) at the U.S. Statutory rate to that in the
     financial statements:

<TABLE>
<CAPTION>
                                           1999                   1998
                                           ----                   ----
                                        (in thousands)        (in thousands)
<S>                                     <C>                   <C>
Federal benefit computed at 34%            $ (489)                $ (154)
State benefit, net of federal benefit         (72)                   (25)
Valuation allowance                           558                    179
                                           ------                 ------
Income tax provision (benefit)             $  -                   $   -
                                           ======                 ======

</TABLE>

     The net tax effects of temporary differences between the
     carrying amount of assets and liabilities for financial
     reporting purposes and the amounts used for income tax
     purposes are reflected in deferred income taxes.
     Significant components of the Company's deferred tax assets
     as of January 1, 2000 are as follows:

     Benefit of net operating loss carryforwards              $ 9,258
     Less valuation allowance                                  (9,258)
                                                              -------
     Net deferred tax asset                                   $   -
                                                              =======

     At January 1, 2000, the Company had a net operating loss
     carryforward for federal income tax purposes of
     approximately $24,900,000, which is available to offset
     future federal taxable income, if any, through 2019.

     As of January 1, 2000, sufficient uncertainty exists
     regarding the realizability of the full amount of the net
     operating loss carryforward, and accordingly, a valuation
     allowance of $9,258,000 has been established.

     The valuation allowance for deferred tax assets as of
     January 1, 2000 and January 1, 1999 was $9,258,000 and
     $8,700,000, respectively.  The net change in valuation
     allowance for the years ended January 1, 2000 and January 2,
     1999 was an increase of $558,000 and a increase of $179,000,
     respectively.








                                29
<PAGE>

                       UTOPIA MARKETING, INC.

                    NOTES TO FINANCIAL STATEMENTS
                            (Continued)


NOTE 9.	COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

     Stock Option Plan

         1999 Long-Term Incentive Plan

              During 1999, the Company adopted the Utopia Marketing,
              Inc. 1999 Long-Term Incentive Plan (the "1999 Plan")
              which provides for the grant of both nonstatutory stock
              options and stock options intended to be treated as
              incentive stock options within the meaning of Section
              422 of the Internal Revenue Code of 1986, as amended.
              The 1999 Plan is intended to provide incentives to, and
              rewards for, certain of the Company's employees and
              non-employee directors.  Those eligible are people who
              have contributed and will continue to contribute to the
              Company's success.  Incentive stock options granted
              under the 1999 Plan are non-transferable other than by
              will or by the laws of descent and distribution.  The
              1999 Plan may be amended at any time by the Board,
              although the Board may condition any amendment on the
              approval of our stockholders if such approval is
              necessary or advisable with respect to tax, securities
              or other applicable laws.  The total number of shares of
              common stock reserved for issuance under the 1999 Plan
              is 1,500,000.  The Company has granted under the 1999
              Plan stock options to acquire 155,000 shares of common
              stock at an exercise price ranging from $.35 to $.50,
              none of which are exercisable as of January 1, 2000.
              The 1999 Plan terminates in September 2009.

         1991 Stock Option Plan

              In September 1991, the Board of Directors approved the
              1991 Stock Option Plan (the "1991 Plan"), which allows
              for the grant of incentive stock options (as defined in
              Section 422 of the Internal Revenue Code) to employees
              and nonstatutory stock options to both employees and
              outside Directors.  The Board of Directors has reserved
              1,500,000 shares of common stock for issuance under the
              1991 Plan.  Stock options intended to qualify as
              incentive stock options under Section 422 of the
              Internal Revenue Code are granted to employees at prices
              not less than the fair market value of the common stock
              on the date of grant.  The 1991 Plan permits and the
              Company has granted, from time to time, non-statutory
              stock options at exercise prices less than the fair
              market value of the common stock on the date of grant.
              The 1991 Plan specifies that the Company's outside
              Directors are to receive a stock option grant of 5,000
              shares on the date first elected to the Board and an
              additional 5,000 shares each year thereafter.  Such
              options are granted at the fair market value of the
              common stock on the date of grant, vested over four
              years, and are exercisable only while the outside
              Director remains a Director.







                               30
<PAGE>

                       UTOPIA MARKETING, INC.

                    NOTES TO FINANCIAL STATEMENTS
                            (Continued)


NOTE 9.	COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

          1991 Stock Option Plan

               The 1991 Plan also permits the Company to grant rights
               to purchase common stock at a price which is at least
               50% of the fair market value of the common stock on the
               date of grant.  The offer of a right must be accepted
               within six months of its grant by the execution of a
               restricted stock purchase agreement between the Company
               and the offeree and the payment of the purchase price of
               the shares.  Activity for the 1991 Plan for years ended
               January 2, 1999 and January 1, 2000 was as follows:


                                                Shares        Prices
                                                ------        ------

               Outstanding, January 3, 1998     150,000        $.10
               Options exercised                      0
               Options canceled                       0
                                                -------
               Outstanding, January 2, 1999     150,000        $.10
               Options granted                  325,000    $.062 to $.375
                                                -------
               Outstanding, January 1, 2000     475,000    $.062 to $.375
                                                =======

          Fair Value Disclosures

               The Company calculated the compensation cost for the plan
               based on the fair value at the grant date under SFAS No.
               123.  The Company used the Black-Scholes option pricing
               model to determine the fair value of grants made in 1999.
               The pro forma net effect was not material for 1999 and,
               therefore, the disclosures ordinarily required by SFAS 123
               are not presented.

          Employment Agreements

               During 1998, the Company entered into an employment
               agreement, which expires on January 1, 2001.  The
               agreement provides, among other things, for an annual
               salary of approximately $80,000, options to purchase
               150,000 shares of common stock, which vest 50,000 per year
               beginning June 1999, expense reimbursements, a bonus up to
               10% of salary based on annual sales of the Company in
               fiscal year 1999 and 2000, severance pay, and a covenant
               not to compete.  No bonuses were paid for fiscal year
               1999.

          Independent Agent Agreements

               In March 1999, the Company entered into three independent
               agent agreements in connection with the sale of its
               products.  These non-exclusive agreements, which are for a
               term of up to two years with an option to renew, provide
               for, among other things, a draw against commissions
               earned, commissions of up to 5%, and options to purchase
               up to 300,000 shares of Company common stock for $.35 per
               share.  Commission expense for 1999 was approximately
               $635,000.




                                 31
<PAGE>

                       UTOPIA MARKETING, INC.

                    NOTES TO FINANCIAL STATEMENTS
                            (Continued)


NOTE 9.	COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS (Continued)

          Operating Leases

               The Company has entered into an agreement to lease its
               facilities from April 1, 1999 until March 31, 2002, which
               requires monthly payments of approximately $6,000.  In
               addition, the Company is responsible for all taxes,
               insurance, maintenance and utilities relating to the
               facilities.

               In March 1999, the Company entered into an agreement to
               lease certain office equipment.  The term of the lease is
               three years, which requires monthly payments of
               approximately $380.  In April 1999, the Company entered
               into an agreement to lease a vehicle from April 7, 1999 to
               April 6, 2002, which requires monthly payments of
               approximately $950.

               Minimum future lease payments on these operating leases
               are as follows:

               Year Ending:

               December 30, 2000                       $  80,000
               December 29, 2001                          83,000
               January 4, 2002                            20,000
                                                       ---------
                  Total                                $ 183,000
                                                       =========

               Rent expense was approximately $59,000 and $11,000 for the
               years ended January 1, 2000 and January 2, 1999,
               respectively.

          Other Commitments

               As of January 1, 2000, the Company has outstanding
               purchase orders from retailers and has placed several
               purchase orders to vendors.  Customer purchase orders from
               retailers, to date, total approximately $4,000,000.  The
               Company has placed several purchase orders totaling
               approximately $4,000,000 with manufacturers in Brazil and
               Asia for footwear production.







                               32
<PAGE>




ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     Effective as of March 15, 1999, the Board of Directors of
Utopia Marketing, Inc. (the "Company") determined that Michael,
Adest & Blumenkrantz (the "Former Accountant") would not
continue to serve as the Company's independent public accounting
firm.  Effective as of such date, the Board of Directors also
engaged Rachlin, Cohen & Holtz to audit the Company's financial
statements for the fiscal year ended January 2, 1999 and to
serve as the Company's independent public accounting firm for
its next fiscal year.

     The Former Accountant's report on the financial statements
of the Company for the fiscal year ended January 3, 1998 did not
contain an adverse opinion or a disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope, or
accounting principles.  During the Company's fiscal year ended
January 2, 1999, and during the period January 3, 1999 through
March 15, 1999, there were no disagreements between the Company
and its Former Accountant on any matter of accounting principles
or practices, financial statement disclosure or auditing scope
or procedure which, if not resolved to the satisfaction of the
Former Accountant, would have caused the Former Accountant to
refer to the subject matter of the disagreement in connection
with the report.  During the Company's fiscal year ended January
2, 1999, and during the period January 3, 1999 through March 15,
1999: (i) the Former Accountant did not advise the Company of
the lack of internal controls necessary to develop reliable
financial statements; (ii) the Former Accountant did not advise
the Company that it could no longer rely on representations of
the Company's management or that it was unwilling be associated
with the financial statements prepared by the Company's
management; (iii) the Former Accountant did not advise the
Company of the need to significantly expand the scope of its
audit or of the existence of information that if further
investigated could materially impact the fairness or reliability
of audited reports or financial statements or cause the
accountant to be unable to rely on management's representation;
and (iv) the Former Accountant did not advise the Company of
information that, in the opinion of the Former Accountant,
materially impacted the fairness or reliability of a previously
issued audit report or underlying financial statement.







                             33

<PAGE>


                           PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

     Our directors and executive officers and their ages as of
January 1, 2000, are as follows:

Name                    Age     Position
----                    ---     --------
Samuel L. Edelman       48      Chairman of the Board, President
                                and Chief Executive Officer

Louise B. Edelman       46      Director, Executive Vice-President
                                of Corporate Development and Secretary

Vance Kistler           28      Chief Financial Officer

Joel Solomon            53      Acting Chief Operating Officer and
                                Director

Bruce Oberfest          52      Director

Robert Wildrick         48      Director

Stuart Kreisler         53      Director

     Samuel L. Edelman,  a co-founder of the Company, has since
our inception served as our  Chairman of the Board, President
and Chief Executive Officer.  From April 1983 to July 1987, Mr.
Edelman served as the President of the Esprit Footwear Division
of Esprit De Corp., an apparel and footwear company ("Esprit").
Prior to April 1983, Mr. Edelman occupied various executive
positions, including Executive Vice President of Kenneth Cole
Productions, a footwear company.

     Louise B. Edelman, a co-founder of the Company, has served
as a director since our founding.  She served as Senior Vice
President - Image from our founding until the second quarter of
1992.  Since that time, Ms. Edelman has served as Executive Vice
President - Corporate Development.  Prior to 1987, Ms. Edelman
held various positions, including National Sales Manager for
Esprit Kids Shoes, Director of Public Relations for Calvin
Klein, Ltd., a fashion company, and Senior Fashion Editor of
Seventeen, Mademoiselle and Harper's Bazaar magazines.

     Vance Kistler serves as our Chief Financial Officer.  Mr.
Kistler is a certified public accountant.  From September 1994
until his employment by us in June 1998, Mr. Kistler worked with
Arthur Andersen LLP as a senior auditor.

     Joel Solomon has served as a director since March 20, 1998.
For more than five years prior to 1996 Mr. Solomon was the
President, a director and principal shareholder of San Francisco
Shoe Works, Inc., an importer of lady's and children's footwear



                             34

<PAGE>


and accessories to the United States for Esprit Shoes &
Accessories Far East, Ltd., of which he was a managing director
for more than five years.

     Bruce Oberfest has been a Certified Public Accountant and
principal owner of the accounting and consulting firm of Bruce
D. Oberfest & Associates for more than the past five years.  Mr.
Oberfest was elected as a director on October 6, 1997.

     Robert Wildrick has served as a director since June 22,
1999.  Mr. Wildrick also serves as a director and as the
president and Chief Executive Officer of Joseph A. Banks, Inc.,
a retail clothing store chain.  From 1995 through 1998, Mr.
Wildrick was the Chairman, President and Chief Executive Officer
of Venture Stores, a national department store chain.  For more
than five years prior to 1995, Mr. Wildrick served as Executive
Vice President of Belk Stores, a national department store chain.

     Stuart Kreisler has served as a director since June 22,
1999.  From December 1996 through February 1999, Mr. Kreisler
served as the President and Chief Operating Officer of Moore's
Retail Group, a men's retail and manufacturing company.  Prior
to December 1996, Mr. Kreisler was a self-employed private
investor.

     With the exception of Sam Edelman and Libby Edelman, who
are married to each other, there is no family relationship among
directors or executive officers of the Company.

     In January 1998, Venture Shoes filed a petition  under
Chapter 11 of the federal bankruptcy laws.  At the time of the
Chapter 11 filing, Robert Wildrick was Chairman, President and
Chief Executive Officer of Venture Shoes.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's directors and executive
officers, and persons who beneficially own more than ten percent
of a registered class of the Company's equity securities, to
file with the Securities and Exchange Commission (the
"Commission") initial reports of beneficial ownership and
reports of changes in beneficial ownership of the Company's
Common Stock.  The rules promulgated by the Commission under
Section 16(a) of the Exchange Act require those persons to
furnish the Company with copies of all reports filed with the
Commission pursuant to Section 16(a).

     Based solely upon a review of Forms 3, Forms 4, and Forms 5
during the year ended January 1, 2000, all directors, executive
officers and greater-than-ten-percent beneficial owners have
filed with the Commission on a timely basis all reports required
to be filed under Section 16(a) of the Exchange Act.




                             35

<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

The following table summarizes the compensation during the
fiscal years ended January 1, 2000, January 2, 1999 and January
3, 1998, earned by the Company's Chief Executive Officer.


<TABLE>
<CAPTION>                                                           Long-Term Compensation
                                                            ----------------------------------
                                 Annual Compensation                 Awards            Payouts
                            -----------------------------   -------------------------  -------
                                               Other        Restricted    Securities
                                               Annual         Stock       Underlying      LTIP      All Other
Name and                    Salary   Bonus   Compensation    Award(s)    Options/SARs    Payouts   Compensation
Principal Position   Year    ($)      ($)        ($)           ($)           (#)           ($)         ($)
------------------   ----   ------   -----   ------------   ---------    ------------    -------   ------------
<S>                  <C>    <C>      <C>     <C>            <C>          <C>             <C>       <C>
Samuel L. Edelman    1999     0(1)     -         -               -            -             -           -
President and CEO    1998     0        -         -               -            -             -           -
                     1997     0        -         -               -            -             -           -

</TABLE>

(1)	Mr. Edelman did not receive a salary in connection with his
efforts on behalf of the Company from 1996 through the first
quarter of 1999.  Mr. Edelman began accruing an annual salary
of $150,000 as of February 1, 1999.

Employee Benefit Plans

     1999 Long-Term Incentive Plan. We have adopted the Utopia
Marketing, Inc. 1999 Long-Term Incentive Plan (the "1999 Plan")
which provides for the grant of both nonstatutory stock options
and stock options intended to be treated as incentive stock
options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.  The 1999 Plan is intended to
provide incentives to, and rewards for, certain of our employees
and non-employee directors.  Those eligible are people who have
contributed and will continue to contribute to our success.
Incentive stock options granted under the 1999 Plan are non-
transferable other than by will or by the laws of descent and
distribution.  The 1999 Plan may be amended at any time by the
Board, although the Board may condition any amendment on the
approval of our shareholders if such approval is necessary or
advisable with respect to tax, securities or other applicable
laws.  The total number of shares of common stock reserved for
issuance under the 1999 Plan is 1,500,000.  We have granted
under the 1999 Plan stock options to acquire 150,000 shares of
common stock, 50,000 of which are currently exercisable.  The
1999 Plan terminates in September 2009.

     1991 Stock Option Plan.  In September 1991, the Board of
Directors approved the 1991 Stock Option Plan (the "1991 Plan"),
which allows for the grant of incentive stock options (as
defined in Section 422 of the Internal Revenue Code) to
employees and nonstatutory stock options to both employees and
outside Directors.  An aggregate of 1,500,000 shares of Common
Stock have been reserved for issuance under the 1991 Plan.  We
have issued 1,210,200 options under the 1991 Plan of which



                             36

<PAGE>


580,200 have been exercised.  Although we are authorized to
grant up to 289,800 additional options under the 1991 Plan, the
Board of Directors has determined that no additional options
will be awarded under the 1991 Plan.

     Under the 1991 Plan, stock options intended to qualify as
incentive stock options under Section 422 of the Internal
Revenue Code were granted to employees at prices not less than
the fair market value of the common stock on the date of grant.
The 1991 Plan permitted, and we have granted, from time to time,
non-statutory stock options at exercise prices less than the
fair market value of the common stock on the date of grant.  The
1991 Plan specifies that our outside Directors are to receive a
stock option grant of 5,000 shares on the date first elected to
the Board and an additional 5,000 shares each year thereafter
that they continue to serve as directors.  Such options were
granted at the fair market value of the common stock on the date
of the grant, vested over four years, and are exercisable only
while the outside Director remains a Director.  The 1991 Plan
also permits us to grant rights to purchase common stock at a
price which is at least 50% of the fair market value of the
common stock on the date of grant.  The offer of a right must be
accepted within six months of its grant by the execution of a
restricted stock purchase agreement between the Company and the
offeree and the payment of the purchase price of the shares.

Employment Agreements

     In 1998, we entered into an employment agreement with Vance
Kistler, who currently serves as our Chief Financial Officer.
The employment agreement expires on January 1, 2001.  The
agreement provides, among other things, for an annual salary of
approximately $80,000, 150,000 stock options, which vest 50,000
per year beginning June 1999, expense reimbursements, a bonus up
to 10% of salary based on annual sales of the Company in fiscal
year 1999 and 2000, severance pay, and a covenant not to
compete.

Compensation of Directors

     Each of our non-employee directors is entitled to receive a
fee of $10,000 per year and $500 for attendance at each meeting
of the Board of Directors.  In addition, each non-employee
director is entitled to receive $500 for attendance at each
meeting of a committee of the Board of Directors.  However, each
of non-employee director has waived these fees for 1999.  No
decision has yet been made as to whether the non-employee
directors will be waiving these fees for the 2000 calendar year.

     Each of our non-employee directors is entitled to receive
options to purchase 5,000 shares of common stock upon their
appointment to the Board of Directors and is entitled to receive
an option to purchase 5,000 shares of common stock annually
thereafter, so long as they continue to serve on the Board of
Directors.



                             37

<PAGE>


     All directors are reimbursed for out of pocket expenses
incurred in connection with attending meetings of the Board of
Directors.
















                             38

<PAGE>


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

     The following table sets forth certain information
regarding the beneficial ownership of shares of the Company's
common stock as of April 10, 2000 by: (i) each director of the
Company; (ii) each executive officer of the Company; (iii) each
person that is known by the Company to beneficially own more
than 5% of the outstanding shares of the Company's capital
stock; and (iv) all directors and executive officers of the
Company as a group.  Except as noted, the shareholders named
below have sole voting and investment power with respect to the
shares shown as beneficially owned by them, and have the same
address as the Company.

<TABLE>
<CAPTION>

Name and Address of                 Number of Shares
Beneficial Owner                    Beneficially Owned (1)    Percent of Class
-------------------                 ----------------------    ----------------
<S>                                 <C>                       <C>
Samuel L. Edelman (2)(5)                  6,684,982                  43.9%
Louise B. Edelman (3)                     5,519,482                  36%
Joel Solomon                                710,000                  4.7%
Bruce Oberfest                                    0                  --
Vance Kistler(4)                             50,000                   *
Stuart Kreisler(5)                        1,165,500                  7.7%
Lane International Trading, Inc.          1,358,608                  8.9%
31284 San Antonio Street
Hayward, CA 94544
Braha Industries, Inc.                    1,339,260                  8.8%
1 East 33rd Street
New York, NY 10016
Ipanema Shoe Corporation                  1,000,000                  6.6%
c/o Sumitomo Corporation of America
600 Third Avenue
New York, NY 10116
All Directors and Executive Officers      7,444,982                  48.8%
  as a Group (5 persons) (6)

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

</TABLE>

* Less than 1%.

(1)     Beneficial ownership is determined in accordance with the
        rules of the Securities and Exchange Commission, based on
        factors including voting and investment power with respect to
        shares, subject to the applicable community property laws. The
        percentage of beneficial ownership is based on 15,216,367
        shares of common stock outstanding as of April 10, 2000.
        Also, shares of common stock subject to options or warrants
        currently exercisable, or exercisable within 60 days of
        April 10, 2000, are deemed outstanding for the purpose of
        computing the percentage ownership of the person holding such
        options or warrants, but are not deemed outstanding for
        computing the percentage ownership of any other person
(2)     Includes 2,538,250 shares owned by Louise B. Edelman over
        which Mr. Edelman shares control, and 400,160 shares owned by
        Mr. Edelman's relatives with respect to which he does not
        admit beneficial ownership.



                             39

<PAGE>

(3)     Includes 2,581,072 shares owned by Samuel L. Edelman over
        which Ms. Edelman shares control, and 400,160 shares owned by
        Ms. Edelman's relatives with respect to which she does not
        admit beneficial ownership.
(4)     Includes 50,000 options, which are currently exercisable.
(5)     Stuart Kreisler holds 1,165,500 shares of common stock of the
        Company under an Amended and Restated Shareholders Agreement.
        The Agreement terminates on April 30, 2002.  Pursuant to the
        Agreement, Samuel L. Edelman effectively exercises voting
        control over all of the shares of Common Stock held by
        Stuart Kreisler.
(6)     Includes 50,000 options awarded to one officer which are
        currently exercisable.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.








                             40

<PAGE>


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K

(a)(1)  The Financial Statements filed as part of this report
are listed separately in the Index to Financial Statements
beginning on page 18 of this report.

   (2)  The following exhibits are filed herewith:

Exhibit
Number               Description
        -------------------------------------------------
 3.1    Articles of Incorporation of the Company *

 3.2    By-Laws of the Company*

 4.1    See Exhibits 3.1 and 3.2 for provisions of
        the Articles of Incorporation and Bylaws of
        the Company defining the rights of holders
        of Common Stock of the Company

 10.1   1991 Stock Option Plan*

 10.2   1999 Long-Term Incentive Plan

 10.3   Employment Agreement between Utopia
        Marketing, Inc. and Vance Kistler

 10.4   Asset Purchase Agreement, dated as of
        October 5, 1999, by and among Utopia
        Marketing, Inc., Ipanema Shoe Corporation
        and Sumitomo Corporation of America**

 10.5   Subordinated Convertible Promissory Note,
        dated October 5, 1999, issued by Utopia
        Marketing, Inc. to Ipanema Shoe Corporation**

 10.6   Collection Services Agreement dated as of
        October 5, 1999 between Utopia Marketing,
        Inc., Ipanema Shoe Corporation and Sumitomo
        Corporation of America**

 16     Letter, dated March 17, 1999, from Michael
        Adest & Blumenkrantz addressed to the
        Securities and Exchange Commission***

 24     Power of Attorney (Included on Signature
        Page)



                             41

<PAGE>

	27	   Financial Data Schedule

*	Filed with the Company's Annual Report on Form 10-KSB,
filed with the Securities and Exchange Commission on April 19,
1999, and incorporated herein by reference.

**	Filed in a Form 8-K which was filed with the Securities and
Exchange Commission on October 20, 1999, and incorporated herein
by reference.

***	Filed in a Form 8-K which was filed with the Securities and
Exchange Commission on March 18, 1999, and incorporated herein
by reference.



(b)  The Company filed the following Reports on Form 8-K during
its last fiscal quarter:

	On March 24, 2000, we filed an amendment to our Form 8-K
originally filed with the Securities and Exchange Commission on
October 20, 1999 in connection with the acquisition of certain
assets of Ipanema Shoe Corporation.







                             42

<PAGE>

                          SIGNATURES

Pursuant to the requirements of Section 13 or 15(b) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 17th day of April, 2000.

                                       UTOPIA MARKETING, INC.


                                       By:/s/Samuel L. Edelman
                                          -----------------------------
                                          Samuel L. Edelman
                                          President and Chief Executive
                                          Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Samuel L. Edelman and
Joel Solomon and each of them, his true and lawful attorney-in-
fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Report on Form 10-KSB, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact or his
substitute or substitutes, any lawfully do or cause to be done
by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
date indicated.

    Signature               Title                                Date

/s/Samuel L. Edelman
----------------------
Samuel L. Edelman       President, Chief Executive Officer,
                        and Director (Principal Executive
                        Officer)                               April 17, 2000


/s/Vance Kistler
----------------------
Vance Kistler           (Chief Financial Officer)              April 17, 2000


/s/Louise B. Edelman
----------------------
Louise B. Edelman       Executive Vice President of
                        Corporate Development, Secretary
                        and Director                           April 17, 2000


/s/Joel Solomon
----------------------
Joel Solomon            Chief Operating Officer,               April 17, 2000
                        Director

/s/Bruce Oberfest
----------------------
Bruce Oberfest          Director                               April 17, 2000


/s/Robert Wildrick
----------------------
Robert Wildrick         Director                               April 17, 2000


/s/Stuart Kreisler
----------------------
Stuart Kreisler         Director                               April 17, 2000



                                   43

<PAGE>


                               EXHIBIT INDEX
        Exhibit
        Number          Description
        -------         -----------

        10.2            1999 Long-Term Incentive Plan

        10.3            Employment Agreement between Utopia
                        Marketing, Inc. and Vance Kistler

        27              Financial Data Schedule




<PAGE>