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| (Mark One) |   |                                                                                                                                      |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
| þ     |   | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended: June 30, 2009 |

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

|                                                          |   |                             |
|---------------------------------------------------------------|--------|----------------------------------|
| Delaware                                                      |   | 95-4484725                       |
| (State or other jurisdiction ofincorporation or organization) |   | (IRS EmployerIdentification No.) |

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

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| PART I. FINANCIAL INFORMATION |                                                                                            |
|-------------------------------|-------------------------------------------------------------------------------------------------|
|                          |                                                                                            |   |
| Item 1.                  | FINANCIAL STATEMENTS                                                                            | 2 |
| Item 2.                  | MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS | 10 |
| Item 3.                  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                      | 13 |
| Item 4.                  | CONTROLS AND PROCEDURES                                                                         |   13 |
|                          |                                                                                            |   |
| PART II. OTHER INFORMATION    | 13                                                                                              |
|                          |                                                                                            |
| Item 1.                  | LEGAL PROCEEDINGS                                                                               | 13 |
| Item 1A.                 | RISK FACTORS                                                                                    | 13 |
| Item 2.                  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                     | 15 |
| Item 3.                  | DEFAULTS UPON SENIOR SECURITIES                                                                 | 15 |
| Item 4.                  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                             | 15 |
| Item 5.                  | OTHER INFORMATION                                                                               | 15 |
| Item 6.                  | EXHIBITS                                                                                        | 15 |
|                          |                                                                                            |   |
| SIGNATURES                    | 16                                                                                              |
| EXHIBIT 31.1                  |                                                                                            |
| EXHIBIT 31.2                  |                                                                                            |
| EXHIBIT 32.1                  |                                                                                            |
| EXHIBIT 32 .1                 |                                                                                            |

  2  PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS  
|                                                                                                  |   | June 30,    |        | December 31, |
|-------------------------------------------------------------------------------------------------------|--------|-------------|-------------|--------------|
|                                                                                                  |   | 2009        |        | 2008         |
| ASSETS                                                                                                |   | (unaudited) |        |         |   |   |
|                                                                                                  |   |        |        |         |   |   |   |   |
| Current Assets:                                                                                       |   |        |        |         |   |   |   |   |
| Cash and Cash Equivalents                                                                             |   | $           | 13,399      |         |   | $ | 66,833 |   |
|                                                                                                  |   |        |        |         |   |   |   |   |
| Prepaid Expenses and Deposits                                                                         |   |        | 868         |         |   |   | 2,842 |   |
| Total Current Assets                                                                                  |   |        | 14,267      |         |   |   | 69,675 |   |
|                                                                                                  |   |        |        |         |   |   |   |   |
| Total Assets                                                                                          |   | $           | 14,267      |         |   | $ | 69,675 |   |
|                                                                                                  |   |        |        |         |   |   |   |   |
| LIABILITIES AND SHAREHOLDERS’ EQUITY                                                            |   |        |        |         |   |   |   |   |
|                                                                                                  |   |        |        |         |   |   |   |   |
| Current Liabilities:                                                                                  |   |        |        |         |   |   |   |   |
| Accounts Payable                                                                                      |   |        | 143         |         |   |   | 5,206 |   |
| Accrued Professional Fees                                                                             |   |        |   --   |         |   |   | 16,000 |   |
| Accrued Expenses                                                                                      |   |        | 1,000       |         |   |   | - |   |
|                                                                                                  |   |        |        |         |   |   |   |   |
| Total Current Liabilities                                                                             |   |        | 1,143       |         |   |   | 21,206 |   |
|                                                                                                  |   |        |        |         |   |   |   |   |
| Commitments and Contingencies                                                                         |   |        |        |         |   |   |   |   |
|                                                                                                  |   |        |        |         |   |   |   |   |
| Shareholders’ Equity:                                                                           |   |        |        |         |   |   |   |   |
| 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      |         |   |   | 65,000 |   |
| Additional Paid-In Capital                                                                            |   |        | 45,854,856  |         |   |   | 45,854,856 |   |
| Accumulated Deficit                                                                                   |   |        | (45,906,732 | )            |   |   | (45,871,387 | ) |
| Total Shareholders’ Equity                                                                      |   |        | 13,124      |         |   |   | 48,469 |   |
|                                                                                                  |   | $           | 14,267      |         |   | $ | 69,675 |   |

  

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|                                              |   | For the Three Month Period Ended |      |   | For the Six Month Period Ended |   |
|---------------------------------------------------|--------|----------------------------------|-----------|--------|--------------------------------|--------|
|                                              |   | June 30,2009                |      |   | June 30,2008              |   |   | June 30,2009 |   |   | June 30,2008 |   |
| Revenues :                                        |   |                             |      |   |                           |   |   |   |   |   |   |   |   |   |   |   |
| rrrRoyalty Revenues                               |   | $                                | 0         |   |                           | $      | 0 |   |   | $ | 0 |   |   | $ | 0 |   |
| C Cost of Revenues                                |   |                             | 0         |   |                           |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
| G Gross Profit                                    |   |                             | 0         |   |                           |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
| O Operating Expenses :                            |   |                             |      |   |                           |   |   |   |   |   |   |   |   |   |   |   |
| G General and Administrative                      |   |                             | 13,601    |   |                           |   | 37,999 |   |   |   | 30,293 |   |   |   | 108,681 |   |
| O Operating Income (Loss)                         |   |                             | (13,601   | )      |                           |   | (37,999) |   |   |   | (30,293 | ) |   |   | (108,681) |   |
| In Interest and Other Expense                     |   |                             | 0         |   |                           |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
|                                              |   |                             | 0         |   |                           |   | 1,515 |   |   |   | 0 |   |   |   | 12,649 |   |
| In Income (Loss) Before Income Taxes              |   |                             | (13,601   | )      |                           |   | (36,484) |   |   |   | (30,293) |   |   |   | (96,033) |   |
| In Income Taxes                                   |   |                             | (28)      |   |                           |   | - |   |   |   | (5,053) |   |   |   | (4,842) |   |
|                                              |   |                             |      |   |                           |   |   |   |   |   |   |   |
| N  Net Income (Loss)                    |   | $                                | (13,629)  |   |                           | $      | (36,484) |   |   | $ | (35,346) |   |   | $ | (100,875) |   |
| B  Basic and Diluted Earnings Per Share |   | $                                | (0.00)    |   |                           | $      | (0.00) |   |   | $ | (0.00) |   |   | $ | (0.01) |   |
| W Weighted Average Shares Outstanding             |   |                             | 6,500,000 |   |                           |   | 6,500,000 |   |   |   | 6,500,000 |   |   |   | 6,500,000 |   |

  4  
|                                                       |   | Six Months Ended |
|------------------------------------------------------------|--------|------------------|
|                                                       |   | June 30,         |
|                                                       |   | 2009             |   | 2008 |
| Cash Flows from Operating Activities:                      |   |             |   |   |   |   |   |   |
| Net Loss                                                   |   | $                | (35,346 | ) |   | $ | (100,875 | )  |
| Adjustments to reconcile net loss to net cash used in |   |             |   |   |   |   |   |   |
|     operating activities:                   |   |             | - |   |   |   | - |   |
| Net Change in Assets and Liabilities:                      |   |             | - |   |   |   | - |   |
| Prepaid Expenses and Deposits                              |   |             | 1,975 |   |   |   | 20,146 |   |
| Accounts Payable                                           |   |             | (5,063) |   |   |   | 564 |   |
| Accrued Wages and Benefits                                 |   |             |   |   |   |   | (1,323 | ) |
| Accrued Professional Fees                                  |   |             |     (15,000) |   |   |   | (36,000 | ) |
| Accrued Expenses                                           |   |             |   |   |   |   | 5,735 |   |
| Net Cash Used In Operating Activities                      |   |             | (53,434 | ) |   |   | (111,753 | )  |
|                                                       |   |             |   |   |   |   |   |   |
| Short Term Investments                                     |   |             |   |   |   |   |   1,000,000 |   |
| Net Cash Provided By (Used in) Investing Activities        |   |             | - |   |   |   | 1,000,000 |   |
|                                                       |   |             |   |   |   |   |   |   |
| Cash flows from Financing Activities:                      |   |             |   |   |   |   |   |   |
| Cash Distribution                                          |   |             | - |   |   |   | (1,365,000) |   |
| Repayment of Notes Payable                                 |   |             | - |   |   |   | (9,680 | ) |
| Net Cash Provided by Financing Activities                  |   |             | - |   |   |   | (1,374,680 | ) |
| Increase (Decrease) in Cash and Cash Equivalents           |   |             | (53,434 | ) |   |   | (486,433 | )  |
|                                                       |   |             |   |   |   |   |   |   |
| Cash and Cash Equivalents, Beginning of Period             |   |             | 66,833 |   |   |   | 582,019 |   |
| Cash and Cash Equivalents, End of Period                   |   | $                | 13,399 |   |   | $ | 95,586 |   |
| Supplemental Disclosure of Cash Flow Information:          |   |             |   |   |   |   |   |   |
| Cash paid during the period for:                           |   |             |   |   |   |   |   |   |
| Interest                                                   |   | $                | - |   |   | $ | - |   |
| Income Taxes                                               |   |             | 5,053 |   |   |   | 4,842 |   |

  5  

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  8  (4) Net Operating Loss Carryforwards

|                                     |   |        |           |   |   | WEIGHTED-AVERAGE |
|------------------------------------------|--------|-------------|----------------|--------|--------|------------------|
|                                     |   | Exercisable |           | Number |   | Exercise Price   |
| Options outstanding at December 31, 2006 |   |        | 175,000        |   |   |             | 175,000 |   |   | $ | .90 |   |
| Options granted                          |   |        |   --      |   |   |             |   -- |   |   | $ |   -- |   |
| Options exercised                        |   |        | --             |   |   |             | -- |   |   | $ | -- |   |
| Options forfeited/expired                |   |        |  (60,000) |   |   |             | (60,000 | ) |   | $ | 1.02 |   |
| Options outstanding at December 31, 2007 |   |        | 115,000        |   |   |             | 115,000 |   |   | $ | 0.80 |   |
|                                     |   |        |           |   |   |             |   |   |   |   |   |   |
| Options granted                          |   |        |   --      |   |   |             | -- |   |   | $ |   -- |   |
| Options exercised                        |   |        | --             |   |   |             | -- |   |   | $ | -- |   |
| Options forfeited/expired                |   |        | (55,000        | )      |   |             | (55,000 | ) |   | $ | 0.60 |   |
| Options outstanding at December31, 2008  |   |        | 60,000         |   |   |             | 60,000 |   |   | $ | 0.98 |   |
|                                     |   |        |           |   |   |             |   |   |   |   |   |   |
| Options granted                          |   |        |   --      |   |   |             | -- |   |   | $ |   -- |   |
| Options exercised                        |   |        |   --      |   |   |             | -- |   |   | $ | -- |   |
| Options forfeited/expired                |   |        | --             |   |   |             | -- |   |   | $ | -- |   |
| Options outstanding at June 30, 2009     |   |        | 60,000         |   |   |             | 60,000 |   |   | $ | 0.98 |   |

  9  

| Gregg Schneider, CFO |   |   | 4,505,000  |   |
|----------------------|--------|--------|------------|--------|
| Jay Gottlieb, CEO    |   |   | 5,584,615  |   |
| Josh Krom, Director  |   |   | 350,000    |   |
| Larry Kaplan         |   |   | 982,577    |   |
| Daniel J. Pearce     |   |   | 998,000    |   |
| William Vlahos       |   |   | 1,079,808  |   |
|                 |   |   | 13,500,000 |   |

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

----

| •     | 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. |
|----------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| • | 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 |
|---------------------------|----------------------------------------------------|

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

  11  Critical Accounting PoliciesOur 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 reportedamounts 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 explainsthe 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 receivablesand 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 overallrevenue 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.Results of OperationsNet Loss Our net loss for the three months ended June 30, 2009 was $21,716, compared to a net loss of $36,484 in the comparable period last year.  12  Operating Expenses Operating expenses in the three months ended June 30, 2009 were $13,601, compared to operating expenses of $37,999 in the comparable period last year. The decrease in operating expenses resulted from a decrease in general and administrative expense due to the suspension of operations.Liquidity and Capital Resources At June 30, 2009, we had $13,399 in cash and cash equivalents as compared to $66,833 at December 31, 2008. The decrease in cash resulted primarily from the use of cash to sustain ongoing expenses and one time compliance issues. We had working capital of $13,124 at June 30, 2009, as compared with working capital of $48,469 at December 31,2008.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.  On July 7, 2009, we raised an additional $36,450, for working capital purposes. Please refer to subsequent events later on in the report.Net Operating Loss Carry forwards At June 30 2009, we had net operating loss carry-forwards for Federal income tax purposes of approximately $26,200,000 which were available to offset future Federal taxable income, if any, through 2013. Approximately $21,700,000 of these net operating loss carry forwards were subject to an annual limitation of approximately $1,000,000 andmay be further limited due to the change in control of the company.Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. Item 4T. Controls and ProceduresAfter 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 financialtransactions.  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.    13  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.  As of June 30, 2009, 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 definedin 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. There were no changes in the Company’s internal controls over financial reporting, known to the CEO, that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.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 August 10, 2009, 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, 2008, which could materially affect our business, financial condition or future results. The risksdescribed 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.   14  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 NoneITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NoneITEM 5. SUBSEQUENT EVENTS On July 7, 2009, Spatializer Audio Laboratories, Inc. entered into Subscription Agreements with the below listed purchasers, each of whom is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933 (the “Securities Act”): Gregg Schneider, CFO    4,505,000  Jay Gottlieb, CEO    5,584,615  Josh Krom, Director    350,000  Larry Kaplan    982,577  Daniel J. Pearce    998,000  William Vlahos    1,079,808        13,500,000   The above purchasers included three non-management purchasers and, as noted above, certain officers and directors of the Company. Such raise constituted a private placement properly exempt from the Securities Act pursuant to Section 4(2) and Regulation D Rule 505 thereunder.  The aggregate amount raised in the private placementwas approximately $36,450.  The proceeds will be used to increase the Company's working capital balances.  The purchase price of $0.0027 per share was the average closing price for the 10 days ending June 5, 2009. There are now currently 20,000,000 shares of the company’s common stock outstanding after the completion of this sale. The 13,500,000 shares represents approximately 67.5% of its common stock outstanding, in exchange for cash of $36,450, and future services. The services to be provided by the six investors is expected to consist principally of services related to the Company's new business plan. This transaction resulted in a change in control of theCompanyITEM 6. EXHIBITS      31  Rule 13a-14(a)/15d-14(a) Certification      32  Section 1350 Certification   15  SIGNATURESPursuant 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.Dated: August 13, 2009   SPATIALIZER AUDIOLABORATORIES, INC.(Registrant)     /s/ Jay Gottlieb                                 Jay Gottlieb     Chairman of the Board, President, Secretary, Treasurer and Principal Executive Officer       /s/ GREGGORY SCHNEIDER    Greggory Schneider     Director, Chief Financial and Principal Financial Officer       16