-----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, R+7Yhd3osGYs55B6AWDIuipX/bhTuXAe0XR3xhSWBP3AmPkTbndZC7y3NKdjfxv8 ahXp3trPyVXOZS3TH0e8sA== 0000943440-99-000018.txt : 19990319 0000943440-99-000018.hdr.sgml : 19990319 ACCESSION NUMBER: 0000943440-99-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990315 ITEM INFORMATION: FILED AS OF DATE: 19990318 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-19616 FILM NUMBER: 99568053 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 8-K 1 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) 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. 2 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 3 EXHIBIT INDEX Exhibit Number Description 16 Letter, dated March 17, 1999, from Michael, Adest & Blumenkrantz addressed to the Securities Exchange Commission. 4 EX-16 2 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. -----END PRIVACY-ENHANCED MESSAGE-----