Information to be Included in Statements Filed Pursuant to Rule
13d-1(b) and (c)and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
UTOPIA MARKETING, INC.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
795843101
(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act, but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 795843101 13G Page 2 of 7 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
Samuel Edelman
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
NUMBER OF
SHARES 2,542,822
BENEFICIALLY
OWNED BY 6 Shared Voting Power
EACH
REPORTING None
PERSON
WITH 7 Sole Dispositive Power
2,542,822
8 Shared Dispositive Power
None
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,542,822
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
17.9%
12 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 795843101 13G Page 2 of 7 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
Louise Edelman
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
NUMBER OF
SHARES 2,563,996
BENEFICIALLY
OWNED BY 6 Shared Voting Power
EACH
REPORTING None
PERSON
WITH 7 Sole Dispositive Power
2,563,996
8 Shared Dispositive Power
None
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,563,996
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
18.0%
12 Type of Reporting Person (See Instructions)
IN
<PAGE>
Item 1.
(a) Name of Issuer:
Utopia Marketing, Inc.
(b) Address of Issuer's Principal Executive Offices:
301 Clematis Street
Suite 205
West Palm Beach, FL 33401
Item 2.
(a) Name of Persons Filing:
Samuel Edelman and Louise Edelman
(b) Address of Principal Business Office or if None,
Residence:
301 Clematis Street
Suite 205
West Palm Beach, FL 33401
(c) Citizenship:
USA for all Reporting Persons
(d) Title of Class of Securities:
Common Stock, par value $.001
(e) Cusip Number:
795843101
Item 3.
N/A
Item 4. Ownership
(1)(a) Amount Beneficially Owned by Samuel Edelman:
2,542,822
(1)(b) Percent of Class: 17.9%
(1)(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,542,822
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of: 2,542,822
(iv) Shared power to dispose or to direct the
disposition of: None
(2)(a) Amount Beneficially Owned by Louise Edelman:
2,563,996
(2)(b) Percent of Class: 18.0%
(2)(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,563,996
Page 4 of 7 Pages
<PAGE>
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of: 2,563,996
(iv) Shared power to dispose or to direct the
disposition of: None
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf
of Another Person
None
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
N/A
Item 8.Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item. 10. Certification
N/A
Page 5 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 16, 1999
/s/Samuel Edelman
Samuel Edelman
/s/Louise Edelman
Louise Edelman
Page 6 of 7 Pages
<PAGE>
EXHIBITS
Exhibit A Joint Filing Statement
<PAGE>
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Schedule 13G. This Joint
Filing Agreement shall be included as an exhibit to such joint
filing. In evidence thereof, each of the undersigned, being duly
authorized, hereby execute this Agreement this 16th day of February,
1999.
/s/Samuel Edelman
Samuel Edelman
/s/Louise Edelman
Louise Edelman
