SYNTHONICS TECHNOLOGIES INC
8-K, 2000-02-01
COMPUTER PROGRAMMING SERVICES
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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 Report (Date of earliest event reported): January 26, 2000


                          SYNTHONICS TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)


            Delaware                    0-24109                 87-032620
  (State or Other Jurisdiction        (Commission             (IRS Employer
        of Incorporation)             File Number)           Identification No.)


                          31324 Via Colinas, Suite 106
                       Westlake Village, California 91362
                    (Address of Principal Executive Offices)

                                 (818) 707-6000
                         (Registrant's Telephone Number)


<PAGE>


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
         ----------------------------------------------


     (a) Previous Independent Public Accountants

     Effective January 26, 2000, Synthonics Technologies, Inc., a Delaware
corporation (the "Registrant") dismissed Jones, Jensen & Company ("JJC") as its
independent public accountants. The Board of Directors of the Registrant
approved this action.

     During the two most recent fiscal years and through January 26, 2000, there
were no disagreements with JJC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of JJC, would have caused JJC
to make reference to the subject matter of the disagreement(s) in its reports.

     JJC audited the consolidated balance sheets of the Registrant at December
31, 1998 and 1997, and the related statements of operations, stockholders'
equity and cash flows, for the fiscal years ended December 31, 1998 and December
31, 1997 (collectively, the "Financial Statements"). JJC's reports on the
Financial Statements did not contain an adverse opinion or disclaimer of
opinion, and with the exception of a standard "Going Concern" qualification
because of the lack of material operations of the Registrant on the dates of the
above referenced Financial Statements, were not qualified or modified as to
uncertainty, audit scope or accounting principles.

     The Registrant provided JJC with a copy of the above statements, and
requested that JJC furnish a letter addressed to the Securities and Exchange
Commission (the "Commission") stating whether JJC agrees with such statements. A
copy of the letter of JJC to the Commission, dated January 28, 2000, is filed as
an exhibit to this current report on Form 8-K.


     (b) New Independent Public Accountants

     Effective January 26, 2000, the Registrant engaged the accounting firm of
Ernst &Young LLP as independent public accountants of the Registrant.


                                     Page 2
<PAGE>


     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.


February 1, 2000                        SYNTHONICS TECHNOLOGIES, INC.



                                        By:  /S/ F. MICHAEL BUDD
                                             -----------------------------------
                                             F. Michael Budd
                                             Chief Executive Officer
                                              and President


                                     Page 3
<PAGE>


                                  EXHIBIT INDEX

EXHIBITS                                                            PAGE NUMBER

 16.1       Letter of Jones, Jensen & Company, dated                     5
            January 28, 2000, to the Securities and
            Exchange Commission


                                     Page 4

                                                                    EXHIBIT 16.1


                          Jones, Jensen & Company, LLC
                  Certified Public Accountants and Consultants

January 28, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE: Synthonics Technologies, Inc. and Subsidiaries
    Commission File No. 0-24109


Ladies and Gentlemen:

We were previously the independent accountants for the Company and on January
25, 1999, we reported on the consolidated financial statements of the Company
for the years ended December 31, 1998 and 1997. On January 28, 2000, we were
replaced as the independent accountants of the Company.

We have read Item 4 of Form 8-K dated January 26, 2000, of Synthonics
Technologies, Inc. and are in agreement with the statements contained in
paragraph 4(a) therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.

Very truly yours,

                                             /S/ JONES, JENSEN & COMPANY
                                             -----------------------------------
                                             JONES, JENSEN & COMPANY


                                     Page 5



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