-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHdhxoRuqqgd9QTv/2W/JjrTgPWFu436ih4xi5A0YYm5kGGJu9GSb+bVaWKVnJnm GHZNHjBEF/QlSB28cVLvrw== 0000943440-99-000011.txt : 19990217 0000943440-99-000011.hdr.sgml : 19990217 ACCESSION NUMBER: 0000943440-99-000011 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTOPIA MARKETING INC CENTRAL INDEX KEY: 0000880241 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 943060101 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42113 FILM NUMBER: 99541172 BUSINESS ADDRESS: STREET 1: 301 CLEMATIS STREET STREET 2: SUITE 205 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5618359998 MAIL ADDRESS: STREET 1: 212 MOUNT HOLLY ROAD CITY: KATONAH STATE: NY ZIP: 10536 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDELMAN SAMUEL CENTRAL INDEX KEY: 0001078696 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 301 CLEMATIS STREET SUIE 203 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5618359998 MAIL ADDRESS: STREET 1: 301 CLEMATIS STREET SUIE 203 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13G 1 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). 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 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 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 (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 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 EXHIBITS Exhibit A Joint Filing Statement 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 -----END PRIVACY-ENHANCED MESSAGE-----