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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 earliest event reported - March 20, 1998
UTOPIA MARKETING, INC.
(formerly SAM & LIBBY, INC.)
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(Exact name of Registrant as specified in its charter)
California 0-19616 94-3060101
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
212 Mount Holly Road
Katonah, New York 10536
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(914) 232-2244
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Item 4. Changes in Registrant's Certifying Accountant
Registrant hereby reports the termination of Deloitte &
Touche, LLP, its certifying accountant, as a cost saving measure because of the
reduction of its business activities and the hiring of Michael, Adest &
Blumenkrantz, with offices at 7 Penn Plaza, Room 316, New York, New York 10001
1. Deloitte & Touche, LLP has been terminated and the
Registrant has engaged Michael, Adest & Blumenkrantz on March 20, 1998 to
perform an audit of the Registrant for its fiscal year ended January 3, 1998.
2. Deloitte & Touche, LLP's report on the financial statements
of the Registrant for the fiscal year ended December 28, 1996 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 and the report on the
financial statements of the Registrant for the fiscal year ended December 30,
1995, was qualified as to the substantial doubt about the Registrant's ability
to continue as a going concern.
3. The decision to change accountants was approved by
Registrant's Board of Directors.
4. During the Registrant's fiscal years ended December 30,
1995, December 28, 1996 and January 3, 1998, and during the period January 4,
1998 through March 20, 1998, there were no disagreements between Registrant and
its former accountant on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure that 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.
5. During the Registrant's fiscal years ended December 30,
1995, December 28, 1996 and January 3, 1998, and during the period January 4,
1998 through March 20, 1998:
(i) The accountant did not advise Registrant of
the lack of internal controls necessary to develop reliable
financial statements;
(ii) The accountant did not advise Registrant that
it could no longer rely on representations of Registrant's
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management or that it was unwilling to be associated with the financial
statements prepared by Registrant's management;
(iii) The accountant did not advise Registrant 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 accountant did not advise Registrant of
information that, in the opinion of the accountant, materially impacted the
fairness or reliability or a previously issued audit report or underlying
financial statement.
Registrant, Utopia Marketing, Inc. hereby reports the
engagement of a new accountant, Michael, Adest & Blumenkrantz. The
below information is provided pursuant to Item 304(a) of Regulation
S-K, Section 229.304(a).
1. Michael, Adest & Blumenkrantz was engaged by
Registrant on March 20, 1998.
2. During the fiscal years ended December 30, 1995, December
28, 1996 and January 3, 1998, and during the period January 4, 1998 to the date
of engagement of Michael, Adest & Blumenkrantz, Registrant did not consult the
new firm of Michael, Adest & Blumenkrantz regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on Registrant's financial
statements; or (iii) any matter that was the subject of a disagreement with
Registrant's former accountant as defined in 304(a)(l)(iv) of Regulation S-K or
any other matter that was a reportable event as defined in 304(a)(l)(v) of
Regulation S-K.
Item 7. Exhibits.
A letter from Deloitte & Touche, LLP addressed to the
Securities Exchange Commission, shall be filed by an amendment to this Current
Report on Form 8-K.
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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.
Dated: March 26, 1998 By: /s/ SAMUEL L. EDELMAN
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Samuel L. Edelman,
Chairman of the Board,
Chief Executive Officer
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