UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q


(Mark One)


x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





For the quarterly period ended: March 31, 2011





OR




o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





Commission File Number: 000-26460




SPATIALIZER AUDIO LABORATORIES, INC.


(Exact name of Registrant as specified in its charter)




Delaware

95-4484725(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)





410 Park Avenue--15th Floor   New York, New York 10022


(Address of principal corporate offices)




Telephone Number: (212)  231-8359


(Registrant’s telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yesx       Noo





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yesx       Noo





As of May 13, 2011, there were 6,500,000 shares of the Registrant’s Common Stock outstanding.












TABLE OF CONTENTS




PART I.FINANCIAL INFORMATION
2Item 1.
FINANCIAL STATEMENTS
2Item 2.
MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
9Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
13Item 4T.
CONTROLS AND PROCEDURES
13PART II.OTHER INFORMATION
14Item 1.
LEGAL PROCEEDINGS
14Item 1A.
RISK FACTORS
14Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
14Item 3.
DEFAULTS UPON SENIOR SECURITIES
14Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
15Item 5.
OTHER INFORMATION
15Item 6.
EXHIBITS
15SIGNATURES
16EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.1




1




PART I. FINANCIAL INFORMATION


ITEM I. FINANCIAL STATEMENTS


SPATIALIZER AUDIO LABORATORIES, INC.





BALANCE SHEETS


(unaudited)





March 31, 2011


December 31, 2010ASSETSCurrent Assets:Cash and Cash Equivalents

$
2,155


$
1,126Other Current Assets


4,344



0Total Current Assets


6,499



1,126Total Assets

$
6,499


$
1,126LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent Liabilities:Accounts Payable and Accrued Liabilities

$
9,099


$
10,642Loans from Stockholders


58,000



40,000Total Current Liabilities


67,099



50,642Commitments and ContingenciesStockholders’ Equity (Deficit):Preferred shares, $.01 par value, 1,000,000 shares authorized, none issued and outstanding

Common shares, $.01 par value, 300,000,000 shares authorized,

6,500,000 shares issued and outstanding


65,000



65,000Additional Paid-In Capital


47,219,856



47,219,856Accumulated Deficit


(47,345,456
)


(47,334,372
)Total Stockholders’ Equity


(60,600
)


(49,516
)Total Liabilities and Stockholders’ Equity

$
6,499


$
1,126





See notes to financial statements (following)




2





SPATIALIZER AUDIO LABORATORIES, INC.


STATEMENTS OF OPERATIONS


(unaudited)




For the Three Month Period EndedMar 31,

2011


Mar 31,

2010O Operating Expenses :G General and Administrative


11,084



14,388O Operating Income (Loss)


(11,084
)


(14,388
)InIncome (Loss) Before Income Taxes


(11,084
)


(14,388
)InIncome Taxes


0



1,450N Net Income (Loss)

$
(11,084
)

$
(15,838
)B Basic and Diluted Earnings Per Share

$
(0.00
)

$
(0.00
)WWeighted Average Shares Outstanding


6,500,000



6,500,000





See notes to financial statements (following).





3




SPATIALIZER AUDIO LABORATORIES, INC.


STATEMENTS OF CASH FLOWS


(unaudited)





Three Months EndedMarch 31,2011

2010Cash Flows from Operating Activities:Net Loss

$
(11,084
)

$
(15,838
)Adjustments to reconcile net loss to net cash used in operating activities:Net Change in Assets and Liabilities:Other Current Assets


(4,344
)


0Accounts Payable and Accrued Liabilities


(1,543
)


(8,893
)Net Cash Used In Operating Activities


(16,971
)


(24,731
)Cash Flows from Financing Activities:Loans from Stockholders


18.000



32,500Increase in Cash and Cash Equivalents


1,029



7,769Cash and Cash Equivalents, Beginning of Period


1,126



1,792Cash and Cash Equivalents, End of Period

$
2,155


$
9,561Supplemental Disclosure of Cash Flow Information:Cash paid during the period for:Interest

$
0


$
0Income Taxes


0



1,450





See notes to financial statements (following).




4




SPATIALIZER AUDIO LABORATORIES, INC.


AND SUBSIDIARIES


Notes to Financial Statements





(1)
Ability to Continue as a Going Concern, Sale of All or Substantially All of the Assets of Spatializer Audio Laboratories, Inc.





Spatializer was a developer, licensor and marketer of next generation technologies for the consumer electronics, personal computing, entertainment and cellular telephone markets. Our technology was incorporated into products offered by our licensees and customers on various economic and business terms. We were incorporated in the State of Delaware in February 1994 and are the successor company in a Plan of Arrangement pursuant to which the outstanding shares of Spatializer Audio Laboratories, Inc., a publicly held Yukon, Canada corporation, were exchanged for an equal number of shares of our common stock. Our corporate office is located at 410 Park Avenue--15th Floor, New York, New York 10022.




The Company’s former wholly-owned subsidiary, Desper Products, Inc. (“DPI”), was in the business of developing proprietary advanced audio signal processing technologies and products for consumer electronics, entertainment and multimedia computing. All Company revenues were generated from DPI. DPI was a California corporation incorporated in June 1986 andwas dissolved during December, 2008.





The Asset Purchase Agreement and the transactions contemplated therein were approved by the stockholders of the Company at a special meeting on June 15, 2007. The Asset Purchase Agreement was consummated with DTS on July 2, 2007. Upon the conclusion of the nine-month indemnification period, the Company distributed substantially all of its remaining cash assets to its stockholders, after satisfying its liabilities, leaving a cash residual of $109,915.





The foregoing interim financial information is unaudited and has been prepared from the books and records of the Company. The financial information reflects all adjustments necessary for a fair presentation of the financial condition, results of operations and cash flows of the Company in conformity with generally accepted accounting principles. All such adjustments were of a normal recurring nature for interim financial reporting. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. Accordingly, your attention is directed to footnote disclosures found in the December 31, 2010 Annual Report and particularly to Note 2 thereof, which includes a summary of significant accounting policies.





The foregoing financial information has been prepared assuming that the Company will continue as a going concern. As discussed above, the Company’s current circumstances, including significant operating losses, raise substantial doubt about the likelihood that the Company will continue as a going concern. The foregoing financial information does not include any adjustments that might result from the outcome of this uncertainty. Two of the Company's stockholders, who also serve as its principal officers, have been advancing cash to the Company to pay for ongoing expenses.  As of March 31, 2011 and December 31, 2010, they had advanced $58,000 and $40,000, respectively, which has been reflected as Loans from Stockholders. As described in Note 6, an additional $10,000 was advanced to the Company in April 2011.





We are now quoted on the OTCQB of the OTC Marketplace under the symbol “SPZR”.




5





(2) Significant Accounting Policies




Cash and Cash Equivalents —Cash equivalents consist of highly liquid investments with original maturities of three months or less.





Earnings Per Share —Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.





Stock Option Plan—On January 1, 2006, the Company adopted SFAS 123R, Share Based Payment, using the modified prospective transition method to account for changes to the method of accounting for options outstanding at the effective date.





Income Taxes— Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.





Use of Estimates— Management of the Company has made estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.





Fair Value of Financial Instruments— The carrying values of cash equivalents, accounts payable and accrued liabilities at December 31, 2010 and March 31, 2011 approximated fair value due to their short maturity or nature.





(3) Shareholders’ Equity





During the quarters ended March 31, 2011 and 2010, no shares were issued, cancelled or converted, nor were any options granted or exercised.




6




(4) Net Operating Loss Carryforwards





At March 31, 2011, we had net operating loss carry-forwards for Federal income tax purposes of approximately $9,500,000 which were available to offset future Federal taxable income, if any, through 2030. These net operating loss carry forwards are subject to an annual limitation of approximately $1,000,000. Utilization of these loss carryforwards is subject to further limitation as a result of change in ownership of the Company, as defined by Federal tax law.




(5) Stock Options





In 1995, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options to directors, officers and employees. The Plan which was approved by the stockholders authorizes grants of options to purchase authorized but un-issued common stock up to 10% of total common shares outstanding at each calendar quarter, 4,876,339 as of March 31, 2007. Stock options were granted under the Plan with an exercise price equal to the stock’s fair market value at the date of grant. Outstanding stock options under the Plan have five-year terms and vest and become fully exercisable up to three years from the date of grant. The Plan expired in February 2005. To date, the Company has not adopted a new stock option plan.





Weighted AverageExercisable


Number


Exercise Price2008Options granted


0



0


$
--Options exercised


0



0


$
--Options forfeited/expired


(55,000
)


(55,000
)

$
.60Options outstanding at December 31, 2008


60,000



60,000


$
.982009Options granted


0



0


$
--Options exercised


0



0


$
--Options forfeited/expired


(10,000
)


(10,000
)

$
.60Options outstanding at December 31, 2009


50,000



50,000


$
1.002010Options granted


0



0


$
--Options exercised


0



0


$
--Options forfeited/expired


(50,000
)


(50,000
)

$
--Options outstanding at December 31, 2010


0



0


$
0





At March 31, 2011 and 2010, there were no additional shares available for grant under the Plan, since the Plan had expired in 2005.




7




At March 31, 2011 and March 31, 2010, the number of options exercisable and fully vested was 0. The weighted-average exercise price of those options was $1.00; the weighted average remaining contractual term was less than 1 year; and the aggregate intrinsic value was zero per share. There were no warrants outstanding at March 31, 2011 or 2010.





(6) Subsequent Events





In April 2011 the Company’s principal officers, Jay Gottlieb and Gregg Schneider, loaned the Company $10,000.  On May 9, 2011, the Company received a demand notice from the California State Controller indicating that the Company is liable in the amount of $7204 in connection with certain property purportedly abandoned in 1996.  Management has commenced an investigation to ascertain the validity of this liability.  As it may take a protracted period of time to resolve the issue, the entire amount of $7204 has been recorded as a liability as of  March 31, 2011 and an expense of the quarter then ended.




No other material subsequent events have occurred since March 31, 2011 that require recognition or disclosure in the financial statements.




8




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations




This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, the audited consolidated financial statements and the notes thereto included in the Form 10-K and the unaudited interim consolidated financial statements and notes thereto included in this report. The Company plans to continue as a public entity and continues to seek merger, acquisition and business combination opportunities with other operating businesses or other appropriate financial transactions. Until such an acquisition or business combination is effectuated, the Company does not expect to have significant operations.




This report contains forward-looking statements, within the meaning of the Private Securities Reform Act of 1995, which are subject to a variety of risks and uncertainties. Our actual results, performance or achievements may differ significantly from the results, performance or achievements expressed or implied in such forward-looking statements.





Executive Overview





Revenues were $0 for the quarter ended March 31, 2011, compared to $0 for the quarter ended March 31, 2010.





Net loss was $11,084 for the quarter ended March 31, 2011, ($0.00) basic and diluted per share, compared to a net loss of $$15,838, $(0.00) per share for the quarter ended March 31, 2010.





At March 31, 2011, we had $2,155 in cash and cash equivalents as compared to $1,126 at December 31, 2010. The decrease in cash (before additional loans from stockholders) resulted primarily from operating expenses incurred from the costs of maintaining the corporate entity as a public entity. We had negative working capital of ($60,600) at March 31, 2011, as compared with negative working capital of ($49,516) at December 31, 2010.





We ceased commercial operations in 2006. As previously disclosed, pursuant to an Asset Purchase Agreement, we sold substantially all of our assets and those of our wholly owned subsidiary, DPI (excluding certain assets, such as cash), to a wholly owned subsidiary of DTS, Inc. This transaction was approved by the stockholders on June 15, 2007 and was closed on July 2, 2007.




9





Approach to MD&A





The purpose of MD&A is to provide our shareholders and other interested parties with information necessary to gain an understanding of our financial condition, changes in financial condition and results of operations. As such, we seek to satisfy three principal objectives:





·
To provide a narrative explanation of a company’s financial statements “in plain English” that enables the average investor to see the company through the eyes of management.





·
To enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and





·
To provide information about the quality of, and potential variability of, a company’s earnings and cash flow, so that investors can ascertain the likelihood and relationship of past performance being indicative of future performance.





We believe the best way to achieve this is to give the reader:





·
An understanding of our operating environment and its risks (see below and Item 1A of Part II of this Form 10-Q)





·
An outline of critical accounting policies





·
A review of our corporate governance structure





·
A review of the key components of the financial statements and our cash position and capital resources





·
A review of the important trends in the financial statements and our cash flow





·
Disclosure on our internal controls and procedures





Operating Environment





·
The market for our stock may not remain liquid and the stock price may be subject to volatility





Certain other risk factors are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 on file with the Securities and Exchange Commission.




10




Critical Accounting Policies





Our discussion and analysis of our financial condition and results of operations are based upon our consolidated statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.





Our financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s current circumstances, including significant operating losses, raise substantial doubt about the likelihood that the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Key Components of the Financial Statements and Important Trends





The Company’s financial statements, including the Consolidated Balance Sheets, the Consolidated Statements of Operations, the Consolidated Statements of Cash Flows and the Consolidated Statements of Stockholders’ Equity, should be read in conjunction with the Notes thereto included elsewhere in this report. MD&A explains the key components of each of these financial statements, key trends and reasons for reporting period-to-period fluctuations.





The Consolidated Balance Sheet provides a snapshot view of our financial condition at the end of our current fiscal period. A balance sheet helps management and our stockholders understand the financial strength and capabilities of our business. Balance sheets can help identify and analyze trends, particularly in the area of receivables and payables. A review of cash balances compared to the prior years and in relation to ongoing profit or loss can show the ability of the Company to withstand business variations. The difference between Current Assets and Current Liabilities is referred to as Working Capital and measures how much liquid assets a company has available to build its business. This is addressed further in MD&A under Liquidity and Capital Resources.





The Consolidated Statement of Operations tells the reader whether the Company had a profit or loss. It shows key sources of revenue and major expense categories. It is important to note period-to-period comparisons of each line item of this statement, reasons for any fluctuation and how costs are managed in relation to the overall revenue trend of the business. These statements are prepared using accrual accounting under generally accepted accounting standards in the United States.





The Consolidated Statement of Cash Flows explains the actual sources and uses of cash.




11




Results of Operations





Net Loss


Our net loss for the three months ended March 31, 2011 was ($11,084), compared to a net loss of ($15,838) in the comparable period last year.








Operating Expenses





Operating expenses in the three months ended March 31, 2011 were ($11,084), compared to operating expenses of ($14,388) in the comparable period last year.




Liquidity and Capital Resources





At March 31, 2011, we had $2,155 in cash and cash equivalents as compared to $1,126 at December 31, 2010. The decrease in cash (before the additional loans from stockholders) resulted primarily from the use of cash to sustain ongoing expenses. We had negative working capital of ($60,600) at March 31, 2011, as compared with negative working capital of ($49,516) at December 31, 2010.





Based on current and projected operating levels, we no longer believe that we can maintain our liquidity position at a consistent level, on a short-term or long-term basis. As such, we do not believe our current cash reserves and cash generated from our existing operations and customer base are sufficient for us to meet our operating obligations for more than 3-6 months without raising additional capital. There is no current source of future cash flow for the Company.





Net Operating Loss Carry forwards





At March 31 2011, we had net operating loss carry-forwards for Federal income tax purposes of approximately $9,500,000 which were available to offset future Federal taxable income, if any, through 2030. These net operating loss carry forwards were subject to an annual limitation of approximately $1,000,000. Utilization of these loss carryforwards is subject to further limitation as a result of change in ownership of the Company, as defined by Federal tax law.




12




Item 3.Quantitative and Qualitative Disclosures About Market Risk





Not applicable.




Item 4T.Controls and Procedures





After current management gained control of the Company in April 2008, the Company appointed a Chief Financial Officer so that the respective duties of the principal executive officer and principal financial officer are segregated and there are four functioning directors.  There are three people involved in any Company financial transactions.  Specifically, all bills are sent to the bookkeeper and the President/CEO authorizes all expenditures, checks are then drawn by the bookkeeper for payment based on such authorization and, finally, the CFO actually signs the check and distributes.  The President/CEO has never signed a check, the CFO can not sign a check unless the bookkeeper has prepared and the bookkeeper has no check signing authority.





With regard to revenues, since the Company has discontinued operations, its only function being to find a merger partner, revenues are minimal and the foregoing internal process should reflect a substantive improvement over that of recent prior years.  Consequently, as of the date of this report, the Chairman of the Board and President, acting as the principal executive officer and its principal financial officer of the Company, have concluded that our system of internal control over financial reporting and disclosure controls and procedures were effective.





As of March 31, 2011, the Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934.  Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report were effective.





As of March 31, 2011, the Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, and concluded that there were no changes in the Company’s internal control over financial reporting during the quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control, as compared with the assessment described in Form 10-K for the year ended December 31, 2010.




13


PART II. OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





From time to time, we may be involved in various disputes and litigation matters arising in the normal course of business. As of May 13, 2011, we are not involved in any legal proceedings that are expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties. Were an unfavorable ruling to occur, given the size of our Company, there exists the possibility of a material adverse impact on our results of operations of the period in which the ruling occurs. Our estimate of the potential impact on our financial position or overall results of operations for new legal proceedings could change in the future.





ITEM 1A. RISK FACTORS





In addition to the other information set forth in this Quarterly Report, stockholders should carefully consider the factors discussed in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2010, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.




ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





There were no unregistered sales of equity securities or repurchases during the period covered by this report.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





None




14





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





ITEM 5. SUBSEQUENT EVENTS








In April 2011 the Company’s principal officers, Jay Gottlieb and Gregg Schneider, loaned the Company $10,000.  On May 9, 2011, the Company received a demand notice from the California State Controller indicating that the Company is liable in the amount of $7204 in connection with certain property purportedly abandoned in 1996.  Management has commenced an investigation to ascertain the validity of this liability.  As it may take a protracted period of time to resolve the issue, the entire amount of $7204 has been recorded as a liability as of  March 31, 2011 and an expense of the quarter then ended.




ITEM 6. EXHIBITS





31

Rule 13a-14(a)/15d-14(a) Certification32

Section 1350 Certification





15





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 thereunto duly authorized.






SPATIALIZER AUDIOLABORATORIES, INC.(Registrant)Dated: May 13, 2011
By:
/s/Jay GottliebJay GottliebChairman of the Board, President, Secretary, Treasurer and Principal Executive Officer


/s/GREGGORY SCHNEIDERGreggory SchneiderDirector, Chief Financial and Principal Financial Officer





16