SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )(1)
Synthonics Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
8716Y107
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(CUSIP Number)
December 27, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) 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 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).
SEC 1745 (2-95)
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CUSIP No. 8716Y107 13G Page 1 of 4 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Chloe Holdings, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5. SOLE VOTING POWER
SHARES 2,667,349 (includes 2,667,349 shares issuable under warrants
exercisable within 60 days of December 27, 1999).
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 35,000 (See Item 4.)
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,667,349 (includes 2,667,349 shares issuable under warrants
exercisable within 60 days of December 27, 1999).
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 35,000 (See Item 4.)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,702,349 (includes 2,667,349 shares issuable under warrants exercisable within
60 days of December 27, 1999 directly held by the Reporting Person and 35,000
shares held by the Reporting Person for the benefit of other parties).
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% (See Item 4(b).)
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12. TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). Name of Issuer:
Synthonics Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
31324 Via Colinas, Suite 106
Westlake Village, California 91362
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Item 2(a). Name of Person Filing:
Chloe Holdings, Inc.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Chloe Holdings, Inc.
c/o Averil Capital Markets Group
2029 Century Park East, Suite 1900
Los Angeles, California 90067
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Item 2(c). Citizenship:
California
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Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
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Item 2(e). CUSIP Number:
8716Y107
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act;
(d) [_] Investment company registered under Section 8 of the Investment
Company Act;
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
2,702,349 shares (includes 2,667,349 shares issuable under warrants
exercisable within 60 days of December 27, 1999 directly held by the Reporting
Person and 35,000 shares held by the Reporting Person for the benefit of other
parties).
(b) Percent of class:
5.1% (based on 53,346,973 shares outstanding on a fully diluted basis
as of December 27, 1999), includes 2,667,349 shares issuable under warrants
exercisable within 60 days of December 27, 1999 directly held by the Reporting
Person and 35,000 shares held by the Reporting Person for the benefit of other
parties.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 2,667,349 SHARES
(INCLUDES 2,667,349 SHARES ISSUABLE UNDER WARRANTS EXERCISABLE WITHIN 60 DAYS OF
DECEMBER 27, 1999).
(ii) Shared power to vote or to direct the vote 35,000 SHARES.
(iii) Sole power to dispose or to direct the disposition of 2,667,349
SHARES (INCLUDES 2,667,349 SHARES ISSUABLE UNDER WARRANTS EXERCISABLE WITHIN 60
DAYS OF DECEMBER 27, 1999).
(iv) Shared power to dispose or to direct the disposition of 35,000
SHARES.
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Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Except in connection with 35,000 shares of the Common Stock held by
Chloe Holdings, Inc. for the benefit of other parties, no other person is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities reported in this
statement.
________________________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable
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Item 8. Identification and Classification of Members of the Group.
Not Applicable
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Item 9. Notice of Dissolution of Group.
Not Applicable
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Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
January 6, 2000
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(Date)
/S/ DIANA MARANON
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(Signature)
Diana Maranon/Managing Director
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(Name/Title)
