SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 2, 2000
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SYNTHONICS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or other jurisdiction of Incorporation or organization
000-24109 87-032620
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(Commission File Number) (I.R.S. Employer
Identification No.)
31324 Via Collins, Suite 106
Westlake Village, California 91362
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(Address of Principal Executive Offices)
(818) 707-6000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Page 1 of 3
Item 4. Changes in Registrant's Certifying Accountants.
(a) Previous Independent Public Accountants.
Effective October 1, 2000, Synthonics Technologies, Inc., a Delaware
corporation (the "Registrant") dismissed Ernst & Young LLP ("E&Y") as its
independent public accountants. The Board of Directors of the Registrant
approved this action.
During the past fiscal year and through October 1, 2000, the date of
dismissal there were no disagreements with E&Y 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 E&Y, would
have caused E&Y to make reference to the subject matter of the disagreement(s)
in its reports.
E&Y audited the consolidated balance sheets of the Registrant at December
31, 1999, and the related statements of operations, stockholders' equity and
cash flows, for the fiscal years ended December 31, 1999 (collectively, the
"Financial Statements"). E&Y's reports on the Financial Statements did not
contain an adverse opinion or disclaimer of opinion, and with the exception of a
"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 E&Y with a copy of the above statements, and
requested that E&Y furnish a letter addressed to the Securities and Exchange
Commission (the "Commission") stating whether E&Y agrees with such statements. A
copy of the letter of E&Y to the Commission, dated October 10, 2000, is filed as
an exhibit to this current report on Form 8-K/A.
(b) New Independent Public Accountants.
Effective May 12, 2000, the Registrant engaged the accounting firm of HJ &
Associates, LLC, as independent public accountants of the Registrant.
Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits
(c) Exhibits.
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16.2 Letter of Ernst & Young LLP, dated May 23, 2001 to the Securities
and Exchange Commission.
Page 2 of 3
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
SYNTHONICS TECHNOLOGIES, INC.
(Registrant)
/S/ Charles S. Palm
Date: May 23, 2001 -----------------------------
By: Charles S. Palm
Its: President and CEO
Page 3 of 3
Exhibit 16.2
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Ernst & Young LLP
Certified Public Accountants
October 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Synthonics Technologies, Inc.
Commission File No. 0-24109
Gentlemen:
We have read Item 4 of Form 8-K/A dated May 23, 2001, of Synthonics
Technologies, Inc., and are in agreement with the statements contained in
paragraph 2, 3 and 4 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
Very Truly Yours,
Ernst & Young LLP