SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 1999
UTOPIA MARKETING, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 000-19616 94-3060101
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) No.)
301 Clematis Street
Suite 205
West Palm Beach, Florida 33401
(Address of principal executive offices)
561-835-9998
(Registrant's telephone number, including area code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
The following information is provided pursuant to Item 304 of Regulation
S-K. 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 to 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.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter, dated March 17, 1999, from Michael, Adest &
Blumenkrantz addressed to the Securities Exchange
Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UTOPIA MARKETING, INC.
By:/s/ Samuel L. Edelman
Samuel L. Edelman
President and Chief Executive Officer
Dated: March 17, 1999
<PAGE> 3
EXHIBIT INDEX
Exhibit
Number Description
16 Letter, dated March 17, 1999, from Michael, Adest &
Blumenkrantz addressed to the Securities Exchange Commission.
<PAGE> 4
MICHAEL, ADEST & BLUMENKRANTZ
CERTIFIED PUBLIC ACCOUNTANTS, P.C.
SEVEN PENN PLAZA
NEW YORK, NEW YORK 10001
212-563-2525 FAX 212-563-3549
March 17, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read item 4 included in the Form 8-K dated March 15, 1999 of Utopia
Marketing, Inc. and are in agreement with the statements contained therein
regarding Michael, Adest & Blumankrantz.
Very truly yours,
/s/Michael, Adest & Blumenkrantz
Michael, Adest & Blumenkrantz,
Certified Public Accountants, P.C.
