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 2, 1999

                                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 of                (IRS Employer
Incorporation or Organization)                Identification No.)

     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  XX   No    

   Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K 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-K or any amendment to this
Form 10-K.  XX 

       Revenues for fiscal year ended January 2, 1999: $0

   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 12,
1999: $1,045,879.

   Number of shares of Common Stock of Utopia Marketing, Inc.
issued and outstanding as of April 12, 1999: 14,216,367

               Documents Incorporated by Reference
                               None

<PAGE>

                        Table Of Contents

PART I
                                                           Page

Item 1.  Business . . . . . . . . . . . . . . . . . . . . . 3

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 Registrant's Common Equity
         and Related Stockholder Matters  . . . . . . . . . 7

Item 6.  Management's Discussion and Analysis
         Financial Condition and Results of Operations. . . 8

         Forward-Looking Information: Certain
         Cautionary Statements . . . . . . . . . . . . . . 10

Item 7.  Financial Statements and Supplementary Data . . . 16

Item 8.  Changes in and Disagreements with
         Accountants on Accounting and Financial
         Disclosure. . . . . . . . . . . . . . . . . . . . 30

PART III

Item 9.  Directors and Executive Officers of the
         Registrant. . . . . . . . . . . . . . . . . . . . 31

Item 10. Executive Compensation. . . . . . . . . . . . . . 33

Item 11. Security Ownership of Certain Beneficial
         Owners and Management . . . . . . . . . . . . . . 35

Item 12. Certain Relationships and Related Transactions. . 36

Item 13. Exhibits, Financial Schedules and Reports
         on Form 8-K . . . . . . . . . . . . . . . . . . . 36

<PAGE>

                              PART I

ITEM 1.  BUSINESS

Overview

     Utopia Marketing, Inc., formerly known as Sam & Libby, Inc.
(the "Company"), was founded in October 1987, primarily for the
purpose of developing and commercializing footwear products.  In
1991, the Company completed a public offering of its common stock. 
On July 2, 1996, the Company entered into an agreement with Maxwell
Shoe Company Inc. ("Maxwell") pursuant to which the Company sold
its brand names, trademarks, trade names and certain other
intellectual property rights to Maxwell, and received approximately
$5.5 million.  The Company has not conducted any revenue generating
business since the sale to Maxwell.

     Since the sale to Maxwell, the Company's management has been
primarily involved in the investigation of new business opportunities
for the Company.  During this time, management has investigated
possible acquisitions and mergers and explored various start-up
ventures.  A number of developments during the fourth quarter of 1998
prompted the Company's Board of Directors to conclude in December 1998
that the Company should reenter the footwear business.  The Board
determined that the devaluation of the national currency in Brazil
could allow the Company to obtain raw materials for its products at
favorable prices.  The Company also received favorable indications of
interest from potential vendors of the proposed line of footwear
products to be produced by the Company.  In addition, management has
located a manufacturer on terms that the board believes would be
favorable to the Company.

Strategy

     The Company's long-term objective is to develop and
commercialize a leading brand of women's fashion footwear.  The key
elements of it operating strategy are as follows:

     *    Develop and promote a recognizable brand name for its
          footwear products.  The Company believes that it can
          develop its Naked Feet[TM] brand and generate broad
          recognition in its target markets by participating in
          trade shows, fashion shows and other industry events. 

     *    Distribute Products through Selected National Retailers
          and Independent Accounts.  The Company intends to sell
          its products through selected national retailers and
          through independent retailers.

<PAGE>   3


     *    Maintain Flexibility in Manufacturing.  The Company
          initially intends to utilize third-party foreign
          manufacturers for the manufacture of its products.  The
          Company believes that it can maintain a current inventory
          by having its products developed in small lots.

     *    Conduct Product Testing.  The Company intends to conduct
          internally or engage third-parties to conduct product
          testing for the Company.  In addition, the Company
          intends to participate in trade shows and preview its
          product development ideas and designs with selected
          national accounts.

Industry Overview

     The fashionable footwear industry is highly competitive.  The
Company's 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 the
Company.  The Company believes effective advertising and marketing,
fashionable styling, high quality and value are the most important
competitive factors and intends to employ these elements as it
develops its products.

Design and Development

     The Company is in the process of designing and developing a
new line of fashion footwear.  The design process for a new product
typically begins about nine months before the start of the season
for such 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.  The design process for new products is
conducted by third-party independent contractors on behalf of the
Company, with senior management being actively involved in the
analysis of fashion trends and the design process.  The Company has
assembled an in-house design team to design the initial line of
products for the Company.  The Company will 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. 

Marketing and Promotion

     The Company is currently promoting its initial line of Naked
Feet[TM] brand footwear products.  The Company's strategy is to develop
an image and awareness of the Company's Naked Feet[TM] product brand. 
The Company intends to advertise, market and promote its products
through a variety of means, including trade journal advertising and
product packaging.  Senior management will be directly involved in


<PAGE>    4


shaping the Company's image and its advertising and promotional
activities.  The Company will initially focus its efforts on
marketing its products only in the United States. 

Manufacturing

     The Company does not currently manufacture any products.  The
Company anticipates that the manufacture of its products will be
conducted by third-party foreign manufacturers.  The Company will
implement a quality control program to ensure that goods
bearing its trademarks meet the Company's standards.  Because the
Company's products, when developed, will be manufactured by third-
parties, the Company will inspect prototypes of each product prior
to manufacture by such third-parties, inspect samples of its
products and, through its employees or sourcing agents, inspect the
final product prior to shipment to the Company's distributors or
customers.

     A wide range of materials are expected to be used in the
domestic and offshore production of the Company's products.  The
Company may from time to time experience significant manufacturing
delays caused by the unavailability of raw materials.  Moreover,
the dependence on foreign manufacturers subjects the Company 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.  The Company can not predict
whether the conditions under which it plans 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 the Company.

Sales and Distribution

     The Company does not currently distribute any products.  The
Company is in discussions with an independent warehouse facility to
provide the Company with warehouse, distribution, inspection and
other services, which the Company will use after it has produced
inventories of its initial product line.  The primary distribution
channel for the Company's products will be sales through national
and regional retailers, as well as independent specialty stores. 
The Company does not currently intend to own or operate its own
retail stores.

Competition

     The fashion footwear industry is highly competitive.  The
Company will compete with a number of domestic and foreign
designers and manufacturers of footwear.  Almost all of the
Company's competitors have significantly greater financial
resources than the Company, and many have full lines of product
offerings, will compete with the Company for manufacturing sources
and spend substantially more resources on product advertising than
the Company will be able to spend.  Although the Company and its
management have experience in the footwear industry, the Company is
and will be perceived by the market as a new entrant to the
footwear industry.  The Company's products will be marketed and


<PAGE>    5


sold to image conscious consumers and the failure by the Company to
accurately predict and target future trends or to maintain a
fashionable image could have a material adverse impact on its
ability to generate product sales or develop a recognizable brand
name.  There can be no assurance that the Company will be able to
develop and market well-received products.

Intellectual Property

     The Company does not currently own any trademarks or other
proprietary rights other than its Naked Feet[TM] brand name.  The
Company is in the process of registering the Company's use of this
name with United States Patent and Trademark office.  The Company
believes that trademarks and other proprietary rights are important
to its success and its competitive position.  Accordingly, the
Company intends 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 the
Company to establish and protect any trademarks or other
proprietary rights will be adequate to prevent imitation of its
products by others or to prevent others from seeking to block sales
of any products the Company may develop as violative 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 the Company
may establish or that the Company will be able to successfully
resolve such conflicts.  

Employees & Contractors

     The Company currently has seven (7) employees.  Initially,
most of the Company's product development work and sales efforts
will be conducted by third-party contractors.  The Company believes
its employee relations are good.   


ITEM 2.  PROPERTIES

     The Company's executive office is located in West Palm Beach,
Florida, where the Company leases approximately 2,700 square feet
of office space.  The Company believes that its facilities are
adequate for its current needs and that additional facilities can
be leased to meet future needs.  The Company's executive offices
are located 312 Clematis Street, Suite 500, West Palm Beach,
Florida 33401, and its telephone number is (561) 835-9998.

ITEM 3.  LEGAL PROCEEDINGS

     There are no material legal proceedings against the Company or
its properties, or to which the Company is a party.

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

None.


<PAGE>    6

                             PART II

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

     The Company's common stock is not listed on any stock
exchange.  The Company's stock is traded over-the-counter under the
symbol "UTPM".  

     The following table sets forth the high and low closing sales
prices of the Company's Common Stock for the Company's 1998 and
1997 fiscal years ending January 2, 1999 and January 3, 1998,
respectively, as reported by the National Quotation Bureau, LLC.

     Fiscal 1998                       High             Low  
     First Quarter                     $0.09            $0.01
     Second Quarter                    $0.06            $0.01
     Third Quarter                     $0.16            $0.01
     Fourth Quarter                    $.1875           $0.01

     Fiscal 1997                       High             Low  
     First Quarter                     $.1875           $0.02
     Second Quarter                    $0.25            $0.05
     Third Quarter                     $0.25            $0.01
     Fourth Quarter                    $0.25            $0.01

     At April 12, 1999, the Company had 1,029 shareholders of
record.  The Company has no shares of any class of capital stock
outstanding other than its common stock.  The Company has not paid
any cash dividends on its common stock since its inception, other
than distributions to Samuel L. Edelman, Louise B. Edelman and
Stuart L. Kreisler (the "Principal Shareholders") during the period
that the Company was an S Corporation and in connection with the
termination of the Company's status as an S Corporation in 1991. 
The Company currently anticipates that any future earnings will be
retained for development of its business and does not anticipate
paying any dividends on its common stock in the foreseeable future.


<PAGE>     7


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

Overview

     Utopia Marketing, Inc., formerly known as Sam & Libby, Inc.
(the "Company") was founded in October 1987, primarily for the
purpose of developing and commercializing footwear products.  In
1991, the Company completed a public offering of its common stock. 
On July 2, 1996, the Company entered into an agreement with Maxwell
Shoe Company Inc. ("Maxwell") pursuant to which the Company sold
its brand names, trademarks, trade names and certain other
intellectual property rights to Maxwell, and received approximately
$5.5 million.  The Company has not conducted any revenue generating
business since the sale to Maxwell.

     Since the sale to Maxwell, the Company's management has been
primarily involved in the investigation of new business opportunities
for the Company.  During this time, management has investigated possible
acquisitions and mergers and explored various start-up ventures. 
A number of developments during the fourth quarter of 1998 prompted the
Company's Board of Directors to conclude in December 1998 that the
Company should reenter the footwear business.

Results of Operations

Years Ended January 2, 1999 and January 3, 1998

     Revenues. Due to the lack of revenue-generating activities
during the year ended January 2, 1999, the Company's only revenue
was interest income of $122,542.  Interest income was earned as a
result of the Company holding its funds in a money market account. 
The Company's net revenue for the year ended January 3, 1998 was
$129,000, generated primarily by selling off the inventory 
remaining after the sale of the trademarks and other intellectual
property.  Income for the year ended January 3, 1998 was also
generated from interest earned on amounts due from a factoring and
financing agreement the Company entered in March 1994 (the "Factor").
The amount due from the Factor at January 3, 1998 was $2,389,270,
and was included by the Company in cash and cash equivalents.

     Gross Profit. The Company earned no gross profit during the
year ended January 2, 1999, as the Company did not conduct any
operating business.  Gross profit for the year ended January 3,
1998 was $71,000 generated primarily by the sale of remaining
merchandise inventory under the terms of the agreement with
Maxwell.


<PAGE>    8


     Selling, General and Administrative Expenses. Selling, general
and administrative expenses decreased to $571,570 for the year
ended January 2, 1999 due to a decrease in operations as compared
to $966,000 for the year ended January 3, 1998.

     The Company anticipates a substantial increase in selling,
general and administrative expenses during 1999 as a result of the
commencement of the design and development of a line of footwear.  The
Company anticipates these expenses will be incurred as personnel is
increased, marketing and sales activities are begun and a variety
of promotional programs are undertaken in connection with the
development and sale of products.  The Company also expects to incur
significant research and development expenses as the Company
attempts to develop and commercialize its new line of footwear
products.


Liquidity and Capital Resources 

     The Company's primary source of liquidity for 1998 was funds
held in a money market account.  Because the Company had been
engaged primarily in the investigation of new business
opportunities, the Company made no capital expenditures during its
fiscal year ended January 2, 1999.  The Company expects 1999
capital expenditures to substantially increase as a result of the
Board's decision to attempt to develop and commercialize a line of
footwear.

     The Company currently anticipates that it will require
additional capital to fund its  working capital needs until it has
positive cash flows.  During the start-up phase of the Company's
new operations, the Company's cash requirements will be substantial
and may exceed the amount of working capital available to the
Company.  The amount of additional capital the Company will require
before it achieves positive cash flows will depend primarily on its
ability to design, develop and market products that are accepted by
the market and generate rapidly increasing levels of sales.  The
Company's failure to design, develop and market well-received
products and other events, including the costs and timing of
establishing trademarks and other proprietary rights; the Company's
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 the Company's planned business, could cause the Company
to require additional capital prior to achieving positive cash flows.
In the event that the Company must raise additional capital to fund
its working capital needs, it may seek to raise such capital through
loans or the issuance of debt or equity securities.  To the extent the
Company raises 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 the Company on acceptable terms, or at all.


<PAGE>    9


FORWARD-LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS

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

Early Stage of Development; Uncertainty of Future Profitability

     The Company is in a development stage.  With respect to its
newly planned operating business, the Company has generated no
revenues from product sales and does not expect to generate
significant revenue from product sales for at least the next 12
months.  The Company intends to dedicate most of its financial
resources to the development of a new line of footwear and general
and administrative expenses.  The Company expects to incur
significant operating losses for at least the next 12 months,
primarily due to the creation and expansion of a design and
development team and the establishment of a sales and marketing
organization.  The Company's ability to achieve profitability will
depend, among other things, on its successfully completing
development of its products, establishing or sourcing
manufacturing, sales and marketing capabilities, achieving market
acceptance for its products and maintaining sufficient funds to
finance its activities.  There can be no assurance that the Company
will be able to achieve profitability or that profitability, if
achieved, can be sustained.

Future Capital Needs; Uncertainty of Additional Funding

     The Company will require substantial additional funds in order
to develop and commercialize its new line of footwear products and
until the Company achieves positive cash flows.  The extent to
which the Company will be required to obtain additional funding
from third parties will primarily depend on the time required for
the Company to develop its new product line and the rate at which
the Company is able to generate sales of its products once they are
developed.  The Company's 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 the Company's design and
development of products; the costs and timing of establishing
trademarks or other proprietary rights; the success of the
Company's sales and marketing programs; the extent and terms of any
manufacturing, marketing or other arrangements; and changes in
economic or competitive conditions of the Company's planned
business.  Estimates about the adequacy of funding for the
Company's activities are based on certain assumptions, including
the assumption that development of the Company's products can be
conducted at projected costs and within projected time frames and
that the Company's product receives market acceptance.

     To satisfy its capital requirements, the Company may seek to
raise funds in the public or private capital markets.  The
Company's ability to raise additional funds in the public or
private markets will be adversely affected if the results of the
Company's ongoing or future attempts at development of a line of
footwear are not favorable or if any products developed are not


<PAGE>     10


well-received.  The Company may seek additional funding through
corporate collaborations and other financing vehicles or from loans
or investments by its controlling shareholders.  There can be no
assurance that any such funding will be available to the Company,
or if available, that it will be available on acceptable terms.  If
adequate funds are not available, the Company will not be able to
complete the commercialization of any products that it may have
developed.  As a result, the Company may be required to discontinue
its operations without obtaining any value for its products under
development, thereby eliminating shareholder equity, or the Company
could be forced to relinquish rights to some or all of its products
under development in return for an amount substantially less than
the Company expended to develop such products.  If the Company is
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.
     
Uncertainties Related to Product Development & Commercialization

     Although the Company has not yet generated revenues from the
sale of its products, the Company has begun to develop its initial
line of products.  There can be no assurance that the Company will
be able to profit from the development or manufacture of its
products as planned, or that the Company will be successful in
promoting such products to potential vendors.  The Company does not
have an established brand name under which it will market any of
its products under development.  The establishment of a
recognizable brand name that will enable the Company to
successfully commercialize its products under development generally
requires the expenditure of substantial financial resources for
advertising and promotional activities.  The Company does not
currently have sufficient resources to conduct a national
advertising campaign or otherwise promote its products under
development on a widescale basis.  As a result, the Company will be
required to promote its products and brand name through alternative
and creative promotional efforts.  There can be no assurance that
the Company will be able to successfully promote its products or
brand name.

Uncertainties Related to Market Acceptance

     If the Company develops a line of footwear, the Company's
ability to successfully commercialize its products will depend in
part on the acceptance of its products by vendors and retail
customers.  The failure of vendors to purchase the Company's
products or the failure of retail customers to purchase the
Company's products would have a material adverse effect on the
Company.  Unfavorable publicity concerning the Company or any of
the Company's products under development could have an adverse
effect on the Company's ability to achieve acceptance of its
products by vendors and retail customers and to commercialize its
products which could have a material adverse effect on the Company.

Limited Sales and Marketing Experience

     The Company is in the process of establishing a sales and
marketing organization and is beginning to market it products
although the Company has not yet distributed or sold any products. 
The Company intends to market its footwear line through its own
specialty sales force.  Substantial resources will be required for


<PAGE>    11


the Company to establish its own sales force and promote the sale
of its foot products under development.  There can be no assurance
that the Company will be able to establish an effective sales and
marketing organization or that the Company will be able to achieve
market acceptance.  The Company's failure to establish an effective
marketing and sales force or its failure to expend the resources to
adequately promote any of its products under development could have
a material adverse effect on the Company.

Dependence on Key Personnel

     The success of the Company will be largely dependent, in
particular, upon the services of Samuel L. Edelman, its President
and Chief Executive Officer. If Mr. Edelman is unable to provide
services to the Company for whatever reason, the business would be
adversely affected.  Because Mr. Edelman is involved in all aspects
of the Company's business, there can be no assurance that a
suitable replacement could be found if he was unable to perform
services for the Company.  As a consequence, the loss of Mr.
Edelman or other key personnel could have a material adverse effect
upon the Company's business, results of operations and financial
condition. 
     
     In addition, the Company's ability to market its products and
to achieve profitability will depend on its ability to attract and
retain highly talented design personnel.  The Company will face
intense competition for personnel from other companies.  There can
be no assurance that the Company 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 of the Company's products,
could adversely affect the Company's results of operations and its
business.  

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. The Company will compete with numerous
designers, brands and manufacturers of women's footwear, many of
which will have substantially greater financial, distribution,
marketing and other resources than the Company.  The Company will
also have to compete for the limited shelf-space available for the
display of its 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. The Company's business will depend on
its 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 the
Company will be able to compete successfully with the products of
its competitors.


<PAGE>    12


Intellectual Property

     Establishment of trademarks and other proprietary rights is
important to the success of the Company and its competitive
position.  Accordingly, the Company intends 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 the Company to establish and protect any
trademarks or other proprietary rights will be adequate to prevent
imitation of its products by others or to prevent others from
seeking to block sales of any products the Company may develop as
violative 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
the Company may establish or that the Company will be able to
successfully resolve such conflicts.  

Fashion Industry Risks

     The success of the Company will depend in significant part
upon its 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 the Company's products will correspond to the
changes in taste and demand or that the Company will be able to
successfully market products which respond to such trends.  If the
Company misjudges the market for its products, it may be faced with
significant excess inventories for some products and missed
opportunities with others which could have a material adverse
effect on the Company's business, results of operations and
financial condition.

     The fashion footwear industry in which the Company intends to
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 the Company's
business, results of operations and financial condition.

     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 the Company's products or increase the
ownership concentration within the retail industry.  There can be
no assurance as to the future effect of any such changes.

Inventory Management

     If the Company is successful in developing and commercializing
a line of footwear, the Company's ability to manage its inventories
properly will be an important factor in its 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.  The
inability of the Company to effectively manage its inventory would


<PAGE>    13


have a material adverse effect on the Company's business, results
of operation and financial condition.

Reliance on Foreign or Unaffiliated Manufacturers

     As is common in the footwear industry, the Company intends to
contract for the manufacture of many of its products through
foreign or other unaffiliated manufacturers.  The Company will not
own or operate any manufacturing facilities and will therefore be
dependent upon independent third parties for the manufacture of all
its 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 the Company's business, results of
operations and financial condition.  Any products the Company
imports 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 the Company's products are
produced or sold 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 the Company's business, results of operations and
financial condition.  The inability of a manufacturer to ship
orders of the Company's products in a timely manner or to meet the
Company's quality standards could cause the Company 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 the Company's business, results of operations and
financial condition.

OTC Bulletin Board Listing

     The Company's 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 the Company's 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 of the Company will find
that the liquidity or transferability of the Company's securities
is limited.  Additionally, a shareholder may find it more difficult
to dispose of, or obtain accurate quotations as to the market value
of the securities.  There can be no assurance that the Company's
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).


<PAGE>     14


Penny Stock Regulation

     The Company's securities are subject to the Securities and
Exchange Commission penny stock rules.  Broker-dealer practices in
connection with transactions in "penny stocks" are regulated by
certain penny stock rules adopted by the Securities and Exchange
Commission.  Penny stocks generally are equity securities with a
price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ
system).  The penny stock rules require a broker-dealer, prior to
a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in
the penny stock market.  The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the
transaction, and, if the broker-dealer is the sole market-maker,
the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements
showing the market value of each penny stock held in the customer's
account.  In addition, broker-dealers who sell such securities to
persons other than established customers and accredited investors
(generally, those persons with assets in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their
spouse), the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the
transaction.  Consequently, these requirements may have the effect
of reducing the level of trading activity, if any, in the secondary
market for a security that is subject to the penny stock rules. 

Absence of Dividends

     The Company anticipates that any earnings generated in the
foreseeable future will be retained to finance the continued
development, growth and expansion of its business and has no
current intention to pay cash dividends.

Control by Existing Shareholders

     Samuel L. Edelman and Louise B. Edelman, the founders of the
Company, together own approximately 38% of the 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 the Company's 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 the management or voting control
of the Company.


<PAGE>    15


ITEM 7.  FINANCIAL STATEMENTS

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


                                                
                     
      
                                                             Page

     Report of Independent Certified Public Accountants. . . . 17

     Balance Sheet at January 2, 1999. . . . . . . . . . . . . 19

     Statements of Operations for the year ended
     January 2, 1999 and January 3, 1998 . . . . . . . . . . . 20

     Statements of Stockholder's Equity for the period
     December 28, 1996 to January 2, 1999. . . . . . . . . . . 21

     Statements of Cash Flows for the year ended
     January 2, 1999 and January 3, 1998 . . . . . . . . . . . 22

     Notes to Financial Statements . . . . . . . . . . . . . . 23


<PAGE>    16


        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 2, 1999, and the related statements of
operations, stockholders' equity, and cash flows for the year then
ended.  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 audit.

We conducted our audit 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 disclosed 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 audit
provides 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 2, 1999, and the related statement of
operations, stockholders' equity, and cash flows for the year then
ended, in conformity with generally accepted accounting principles.



                                RACHLIN COHEN & HOLTZ LLP








Fort Lauderdale, Florida
March 29, 1999


<PAGE>    17


        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Utopia Marketing, Inc. (formerly Sam & Libby, Inc.)


We have audited the accompanying consolidated statements of income,
shareholders' equity, and cash flows for the year ended January 3,
1998 of Utopia Marketing, Inc. (formerly Sam & Libby, Inc.), and
subsidiaries.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audit 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 audit
provides a reasonable basis for our opinion.

In our opinion, the January 3, 1998 consolidated financial
statements referred to above present fairly, in all material
aspects, the results of operations and cash flows for the year
ended January 3, 1998 in conformity with generally accepted
accounting principles of Utopia Marketing, Inc. (formerly Sam &
Libby, Inc.).


                                     MICHAEL, ADEST & BLUMENKRANTZ

New York, New York
March 31, 1998


<PAGE>    18


                      UTOPIA MARKETING, INC.

                          Balance Sheet

                         January 2, 1999

                          (In thousands)



                              ASSETS

Current Assets:
     Cash and cash equivalent                            $  1,942 
     Prepaid expenses and other                                68 
     Total current assets                                $  2,010 

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued expenses               $     40 
     Due to affiliate                                          46 
     Total current liabilities                                 86 

Commitments, Contingencies, Subsequent Event
 and Other Matters

Stockholders' Equity:
     Preferred stock $.001 par value,
      5,000,000 shares authorized; none
      issued and outstanding                                     
     Common stock, $.001 par value,
      45,000,000 shares authorized;
      14,216,367 shares issued and
      outstanding                                              14 
     Additional paid-in capital                            32,947
     Accumulated Deficit                                  (31,037)
     Total stockholders' equity                             1,924
       Total Liabilities and Stockholders' Equity        $  2,010




                   See notes to financial statements


<PAGE>    19

                      UTOPIA MARKETING, INC.

                     Statements of Operations

         Years Ended January 2, 1999 and January 3, 1998

               (In thousands except per share data)
 


<TABLE>
<CAPTION>
                                                 1998                 1997
<S>                                            <C>                  <C>
Revenues:                                           -                   129
                                               ------                ------

Costs and Expenses:
  Direct costs                                      -                    58
  Selling, general and administrative             571                   966
                                               ------                ------
                                                  571                 1,024
                                               ------                ------

Loss from Operations                             (571)                 (895)
                                               ------                ------

Other Income:
  Interest                                        122                   109
                                               ------                ------
Net Loss                                       $ (449)               $ (786)
                                               ------                ------

Loss Per Common Share                          $(0.03)               $(0.06)
                                               ------                ------
Weighted Average Shares Outstanding            14,216                13,866
                                               ------                ------

</TABLE>






                   See notes to financial statements



<PAGE>    20

                        UTOPIA MARKETING, INC.

                   Statements of Stockholder Equity

            Years Ended January 2, 1999 and January 3, 1998

                            (In thousands)



<TABLE>
<CAPTION>
                                               Common Stock            Additional
                                                                       Paid-In
                                            Shares        Amount       Capital      Deficit       Total
<S>                                         <C>           <C>          <C>          <C>           <C>

Balance, December 28, 1996                  13,741        $   14       $ 32,943     $(29,777)     $  3,180


Year Ended January 3, 1998:  

  Write-off of foreign subsidiary             -              -             -         (    25)      (    25)   

  Issuance of common stock related
    to exercise of employee stock
    options                                    400           -                4         -                4

  Issuance of common stock for
    services                                    75           -             -            -             -   

  Net loss                                    -              -             -         (   786)      (   786)
                                            ------        ------       --------     --------      --------

Balance, January 3, 1998                    14,216            14         32,947      (30,588)        2,373

Year Ended January 2, 1999
  Net loss                                    -              -             -         (   449)      (   449)
                                            ------        ------       --------     --------      --------   

Balance, January 2, 1999                    14,216        $   14       $ 32,947     $(31,037)     $  1,924
                                            ======        ======       ========     ========      ========

</TABLE>


                   See notes to financial statements


<PAGE>    21

                          UTOPIA MARKETING, INC.

                         Statements of Cash Flows

              Years Ended January 2, 1999 and January 3, 1998



<TABLE>
<CAPTION>
                                                            1998            1997

<S>                                                         <C>             <C>            
Cash Flows from Operating Activities:
  Net loss                                                 $(  449)         $(  786)
  Adjustments to reconcile net income (loss) to
  net cash provided (used) by operating activities:
  Changes in operating assets and liabilities:
     (Increase) decrease in
       Accounts receivable                                      25              254
       Merchandise inventories                                 -                 36
       Due to/from factor                                      -                107
       Prepaid expense and other                            (   54)              31 
     Increase (decrease) in:
       Accounts payable and accrued liabilities                 31           (  102)
                                                           -------          -------
        Net cash provided (used) by operating
        activities                                          (  447)          (  460)
                                                           -------          -------

Cash Flows from Financing Activities                           
  Repayment of long-term obligations                           -             (    7) 
  Proceeds from issuance of common stock                       -                  4
                                                           -------          -------
     Net cash (used) provided by financing
     activities                                                -             (    3)
                                                           -------          -------  
Net Increase in Cash and Cash Equivalents                   (  447)          (  463)


Cash and Cash Equivalents, Beginning                         2,389            2,852
                                                           -------          -------
Cash and Cash Equivalents, Ending                          $ 1,942          $ 2,389
                                                           -------          -------

</TABLE>



                   See notes to financial statements



<PAGE>    22

                      UTOPIA MARKETING, INC.

                  Notes to Financial Statements

               January 2, 1999 and January 3, 1998


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Organization and Capitalization

   In December 1998, the Company finalized plans to begin
   designing, developing and marketing women's footwear under
   the trademark NAKED/FEETTM. Up 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.  During early 1997, the Company disposed of all
   merchandise inventories remaining from previous operations.

   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.

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

   The Company had three wholly-owned subsidiaries all of
   which were liquidated during 1997.

   All significant intercompany balances and transactions have
   been eliminated.

   Cash and Cash Equivalents

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


<PAGE>     23


   Concentration of Credit Risk

   Financial instruments that potentially subject the Company
   to concentrations of credit risk are 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 December 31, 1998, the Company had
   deposits in excess of federally insured limits of
   approximately $1,935,000.  The Company maintains its cash
   with high quality financial institutions which the Company
   believes limits these risks.

   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.

   Revenue Recognition

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

   Stock-Based Compensation

   The Company accounts for stock-based, compensation using
   the intrinsic value method prescribed in Accounting
   Principles Board Opinion No. 25, "Accounting for Stock
   Issued to Employee".  Compensatory cost of 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 or 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.


<PAGE>    24


   Advertising Costs

   Advertising costs are expense as incurred.  Advertising
   costs incurred for the years ended January 2, 1999 and
   January 3, 1998 are approximately $48,000 and $0,
   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

   In 1997, the Company adopted Statement of Financial
   Accounting Standards (SFAS) No. 128, "Earnings Per Share",
   which provided for the calculation of basic and diluted
   earnings per share.

   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 options and
   warrants granted.  Diluted net loss for fiscal years 1998
   and 1997 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 2, 1999        14,216
       January 3, 1998        13,866


   Recent Accounting Pronouncements

   In June 1997, the Financial Accounting Standards Board
   issued SFAS No. 130, "Reporting Comprehensive Income" and
   No. 131, "Disclosures About Segments of an Enterprise and


<PAGE>    25


   Related Information."  SFAS No. 130 establishes standards
   for reporting and displaying comprehensive income, its
   components, and accumulated balances.  SFAS No. 131
   establishes standards for the way that public companies
   report information about operating segments in annual
   financial statements and requires reporting of selected
   information about operating segments in interim financial
   statements issued to the public.  Both SFAS No. 130 and
   SFAS No. 131 are effective for periods beginning after
   December 15, 1997.  The Company adopted these new
   accounting standards in 1998, and their adoption had no
   effect on the Company's financial statements and
   disclosures.

   In June 1998, the Financial Accounting Standards Board
   issued SFAS No. 133, "Accounting for Derivative Instruments
   and Hedging Activities."  SFAS No. 133 requires companies
   to recognize all derivatives contracts as either assets or
   liabilities in the balance sheet and to measure them at
   fair value.  If certain conditions are met, a derivative
   may be specifically designated as a hedge, the objective of
   which is to match the timing of the gain or loss
   recognition on the hedging derivative with the recognition
   of (i) the changes in the fair value of the hedged asset or
   liability that are attributable to the hedged risk or (ii)
   the earnings effect of the hedged forecasted transaction. 
   For a derivative not designated as a hedging instrument,
   the gain or loss is recognized in income in the period of
   change.  SFAS No. 133 is effective for all fiscal quarters
   of fiscal years beginning after June 15, 1999.

   Historically, the Company has not entered into derivatives
   contracts to hedge existing risks or for speculative
   purposes.  Accordingly, the Company does not expect
   adoptions of the new standard on January 1, 2000 to affect
   its financial statements.

   Reclassifications

   Certain reclassifications have been made to the 1997
   consolidated financial statements to conform to the 1998
   presentation.

NOTE 2.   LIQUIDITY

   As discussed above, the Company is developing its first brand
   in over two years.  Management has significant experience in the
   footwear industry and, in fact, up through July of 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.


<PAGE>    26


NOTE 3.   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>

                                                 1998            1997
                                            (in thousands)   (in thousands)
<S>                                         <C>              <C>
    Federal benefit computed at 34%            $(  154)         $(  267)
    State benefit, net of federal benefit       (   25)          (   47)
    Valuation allowance                            179              314
                                               -------          -------
    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 2, 1999 and January 3, 1998 are as follows,
   respectively:


<TABLE>
<CAPTION>

                                                 1998            1997
                                            (in thousands)   (in thousands)
<S>                                         <C>              <C>

    Benefit of net operating loss
    carryforwards                              $ 8,700          $ 8,521
    Less valuation allowance                     8,700            8,521
                                               -------          -------
    Net deferred tax asset                     $   -            $   -
                                               =======          =======
</TABLE>

   At January 2, 1999, the Company had a net operating loss
   carryforward for federal income tax purposes of
   approximately $23,480,000, which is available to offset
   future federal taxable income, if any, through 2018.

   As of January 2, 1999, sufficient uncertainty exists
   regarding the realizability of the full amount of the net
   operating loss carryforward and accordingly, a valuation of
   $8,700,000 has been established.

   The valuation allowance for deferred tax assets as of
   January 2, 1999 and January 3, 1998 was $8,700,000 and
   $8,521,000, respectively.  The net change in valuation
   allowance for the years ended January 2, 1999 and
   January 3, 1998 was an increase of $179,000 and a decrease
   of $712,000, respectively.


<PAGE>    27


NOTE 4.  COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS

   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 as 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.

   The 1991 Plan also permits the Company to grant rights to
   purchase common stock at a price which is 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 3, 1998 and
   January 2, 1999 was as follows:

<TABLE>
<CAPTION>
                                                Shares        Prices
<S>                                             <C>           <C>
   Outstanding, December 28, 1996               594,500       $.25-$22.25
   Options exercised                           (480,000)      $.01-$.25
   Options canceled                            (194,500)      $.01-$.25

   Outstanding, January 3, 1998
   Options granted                              150,000       $.10
   Outstanding, January 2, 1999                 150,000       $.10

</TABLE>

   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, 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.


<PAGE>    28


   Independent Agent Agreements

   In March 1999, the Company entered into four 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,
   among other things, for 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.

   Operating Leases

   The Company has entered into an agreement to lease its
   facilities from January 1, 1999 until March 31, 2002, which
   requires monthly payments of approximately $5,000.  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.

   Minimum future lease payments on these leases are as
   follows:

   Year Ending:
   January 1, 2000        $ 35,000
   December 30, 2000        68,000
   December 29, 2001        71,000
   January 4, 2002          17,000
                          --------
     Total                $191,000
                          ========

   Rent expense was approximately $11,000 and $14,000 for the
   year ended January 2, 1999 and January 3, 1998,
   respectively.

   Other Commitments

   In March 1999, the Company purchased a new computer
   software program, Footworks, at a cost of approximately
   $50,000.  This software is specifically designed for the
   footwear distribution business.

   The Company anticipates distribution of its fall line in
   certain retail stores in August 1999.  Customer purchase-
   orders from retailers, to date, total approximately
   $675,000.  The Company has placed several purchase orders
   totaling approximately $1,513,000, with manufacturers in
   Brazil and Italy for footwear production.


<PAGE>     29


   Due to Affiliate

   An affiliated company has advanced certain operating costs
   and expenses incurred by the Company.  Subsequent to year
   end, the total amount owed to this affiliate, approximately
   $46,000, was paid in full.


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.


<PAGE>    30

                             PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

   The directors and executive officers of the Company and
their ages as of January 2, 1999, are as follows:


Name                       Age        Position

Samuel L. Edelman          46         Chairman of the Board,
                                      President and Chief
                                      Executive Officer


Louise B. Edelman          45         Director, Executive
                                      Vice-President of
                                      Corporate Development
                                      and Secretary

Joel Solomon               52         Director

Bruce Oberfest             52         Director

Joe Wascura                51         Chief Financial Officer


   Samuel L. Edelman, a co-founder of the Company, has since
the Company's inception served as the Chairman of the Board,
President and Chief Executive Officer of the Company.  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, served as
Senior Vice President -- Image from the Company's founding until
the second quarter of 1992. At the time, Ms. Edelman was promoted
to Executive Vice President -- Corporate Development. Prior to
October 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. Ms. Edelman has served as a Director of the Company
since its founding. 

   Joel Solomon has served as a director of the Company 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 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 of the Company on October 6,
1997.


<PAGE>    31


   Joe Wascura has served as the Company's Chief Financial
Officer since January 1, 1999.  Prior to joining the Company, Mr.
Wascura served as Chief Financial Officer and a director of A.
Marinelli Shoes and Accessories from 1994 through 1998.  Prior to
1994, Mr. Wascura served as the Chief Financial Officer of Unisa
Holding Company. 
  
   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. 

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 2, 1999, 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.


<PAGE>    32

ITEM 10.   EXECUTIVE COMPENSATION

   The following table summarizes the compensation during the fiscal
years ended January 2, 1999; January 3, 1998 and December 28, 1996, earned by
the Company's Chief Executive Officer.


<TABLE>
<CAPTION>

Summary Compensation Table

                    Annual Compensation                                               Long Term Compensation
                                                                                    Awards               Payouts

                                                              Other                     Securities                 All
                                                              Annual      Restricted    Underlying                 Other
Name &                              Annual                    Compen-     Stock         Options/      LTIP         Compen-
Principal Position        Year      Salary($)(1)   Bonus($)   sation($)   Award(s)($)   SARs(#)       Payouts($)   sation($)
<S>                       <C>       <C>            <C>        <C>         <C>           <C>           <C>          <C>

Samuel L. Edelman
President & CEO          1998              0         -           -           -              -            -            -
                         1997              0         -           -           -              -            -            -
                         1996       $198,077         -           -           -              -            -            -

</TABLE>


(1)  Mr. Edelman has not received a salary since 1996 in connection with his
efforts on behalf of the Company.  The Company anticipates that Mr. Edelman
will receive a salary retroactive to January 3, 1999, but the amount of such
salary has not yet been determined by the Board of Directors.

Compensation of Directors

   The Company is authorized to compensate each non-employee director
$10,000 per year and $500 for attendance at each meeting of the Board of
Directors.   The Company reimburses all directors for out-of-pocket expenses
incurred in connection with attending meetings of the Board of Directors. 
Each outside director of the Company is entitled to receive an option to
purchase 5,000 shares of Common Stock upon election to the Board and an
option to purchase 5,000 shares on each director's anniversary date.

Employment Agreements

   The Company has no employment agreements with any of its executive
officers.

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 as exercise prices less than
the fair market value of the common stock on the date of grant.  The 1991


<PAGE>    33


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.  The 1991 Plan also permits the Company to grant rights to purchase
common stock at a price which is 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.


<PAGE>    34


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 January 2,
1999 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>
                                              Number of Shares           Percent
Name and Address of Beneficial Owner          Beneficially Owned         of Class   
<S>                                           <C>                        <C>
Samuel L. Edelman (1)                            5,459,482                 38%

Louise B. Edelman (2)                            5,459,482                 38%

Joel Solomon                                       710,000                 4.9%

Bruce Oberfest                                       _                      _

Joe Wascura                                          _                      -

Lane International Trading, Inc.                 1,358,608                 9.6%
31284 San Antonio Street
Hayward, CA 94544

Braha Industries, Inc.                           1,339,260                 9.4%
1 East 33rd Street
New York, NY 10016

Stuart Kreisler                                  1,165,500                 8%

All Directors and Executive
Officers as a Group (5 persons)                  6,169,482                 43%


</TABLE>   

(1)       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.

(2)       Includes 2,521,072 shares owned by Samuel L. Edelman over which Ms.
          Edelman shares control, and 400,160 shares owned by Ms. Edelman's
          relatives.



<PAGE>    35


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.
                                     
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 16 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.

    23.1        Consent of Rachlin Cohen & Holtz LLP

    23.2        Consent of Michael Adest & Blumenkrantz

    24          Power of Attorney (Included on Signature Page)

    27          Financial Data Schedule
                                     
(b)  The Company did not file any Reports on Form 8-K during its last
     fiscal quarter.


<PAGE>    36

                                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.


   UTOPIA MARKETING, INC.


Date: April 16, 1999                        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.


Signatures               Title                                Date

/s/Samuel L. Edelman     Chairman of the Board, President
Samuel L. Edelman        and Chief Executive Officer
                         (Principal Executive and
                         Financial Officer)                   April 16, 1999 
                     
   


/s/Louise B. Edelman     Executive Vice-President, Corporate
Louise B. Edelman        Development and Secretary            April 16, 1999
    

/s/Vance Kistler         Principal Accounting Officer         April 16, 1999
Vance Kistler


/s/Joel Solomon          Director                             April 16, 1999
Joel Solomon


/s/Bruce Oberfest        Director                             April 16, 1999
Bruce Oberfest


<PAGE>    37


                               EXHIBIT INDEX
   Exhibit
   Number                        Description                       
         

   3.1         Articles of Incorporation of the Company 

   3.2         By-Laws of the Company.

   10.1        1991 Stock Option Plan.

   23.1        Consent of Rachlin Cohen & Holtz LLP

   23.2        Consent of Michael Adest & Blumenkrantz

   27          Financial Data Schedule


<PAGE>    38