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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
    FORM 10-Q    (MARK ONE)  ü
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the period ended: June 30, 2004 OR  Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 00-26460 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.)
 2625 TOWNSGATE ROAD, SUITE 330
WESTLAKE VILLAGE, CALIFORNIA 91361 (Address of principal executive offices) 1754 TECHNOLOGY DRIVE, SUITE 125
SAN JOSE, CALIFORNIA 95110 (Address of principal corporate offices) TELEPHONE NUMBER: (408) 453-4180 (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: YES  ü     No Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes         No  ü As of July 29, 2004, there were 46,975,365 shares of the Registrants Common
Stock outstanding.




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM I. FINANCIAL STATEMENTSItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 2. CHANGES IN SECURITIESITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITS AND REPORTS ON FORM 8KSIGNATURESCertification of CEO & CFO Pursuant to Section 302Certification of CEO & CFO Pursuant to Section 906    Table of Contents  
 PART I. FINANCIAL INFORMATION 
 ITEM I. FINANCIAL STATEMENTS SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30,
    
    December 31,2004
    
    2003(unaudited)ASSETSCurrent Assets:Cash and Cash Equivalents
    
    $
    371,264
    
    
    $
    589,797Accounts Receivable, net
    
    
    345,348
    
    
    
    345,411Prepaid Expenses and Deposits
    
    
    55,519
    
    
    
    35,430Total Current Assets
    
    
    772,131
    
    
    
    970,638Property and Equipment, net
    
    
    37,668
    
    
    
    42,022Intangible Assets, net
    
    
    181,881
    
    
    
    192,485Total Assets
    
    $
    991,680
    
    
    $
    1,205,145LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Notes Payable to Related Party, Short Term
    
    
    37,500
    
    
    
    37,500Accounts Payable
    
    
    11,191
    
    
    
    21,466Accrued Wages and Benefits
    
    
    59,379
    
    
    
    36,973Accrued Professional Fees
    
    
    10,000
    
    
    
    20,000Accrued Commissions
    
    
    34,535
    
    
    
    33,856Accrued Expenses
    
    
    85,254
    
    
    
    28,197Total Current Liabilties
    
    
    237,859
    
    
    
    177,992Notes Payable to Related Party, Long Term
    
    
    44,469
    
    
    
    70,746Commitments and Contingencies
Series B-1, Redeemable Convertible Preferred shares, $.01 par
value, 1,000,000 shares authorized, 102,762
shares issued and outstanding at June 30, 2004
and December 31, 2003.
    
    
    1,028
    
    
    
    1,028Shareholders Equity:Common shares, $.01 par value, 65,000,000 shares
authorized, 46,975,365 shares
issued and outstanding at June 30, 2004 and
December 31, 2003.
    
    
    469,754
    
    
    
    470,159Additional Paid-In Capital
    
    
    46,429,020
    
    
    
    46,428,615Accumulated Deficit
    
    
    (46,190,450
    )
    
    
    (45,943,395
    )Total Shareholders Equity
    
    
    708,324
    
    
    
    955,379$
    991,680
    
    
    $
    1,205,145




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SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) For the Three Month Period Ended
    
    For the Six Month Period EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Revenues:License Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Royalty Revenues
    
    
    234,860
    
    
    
    250,902
    
    
    
    405,539
    
    
    
    583,280Product Revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    234,860
    
    
    
    250,902
    
    
    
    405,539
    
    
    
    583,280Cost of Revenues
    
    
    18,133
    
    
    
    22,497
    
    
    
    35,138
    
    
    
    58,439Gross Profit
    
    
    216,727
    
    
    
    228,405
    
    
    
    370,401
    
    
    
    524,841Operating Expenses:General and Administrative
    
    
    206,284
    
    
    
    236,135
    
    
    
    372,913
    
    
    
    392,537Research and Development
    
    
    106,223
    
    
    
    102,141
    
    
    
    201,788
    
    
    
    211,144Sales and Marketing
    
    
    21,859
    
    
    
    99,553
    
    
    
    35,478
    
    
    
    201,692334,366
    
    
    
    437,829
    
    
    
    610,179
    
    
    
    805,373Operating (Loss)
    
    
    (117,639
    )
    
    
    (209,424
    )
    
    
    (239,778
    )
    
    
    (280,532
    )Interest and Other Income
    
    
    948
    
    
    
    1,972
    
    
    
    1,889
    
    
    
    4,464Interest and Other Expense
    
    
    (4,168
    )
    
    
    (5,009
    )
    
    
    (6,766
    )
    
    
    (7,822
    )(3,220
    )
    
    
    (3,037
    )
    
    
    (4,877
    )
    
    
    (3,358
    )(Loss) Before Income Taxes
    
    
    (120,859
    )
    
    
    (212,461
    )
    
    
    (244,655
    )
    
    
    (283,890
    )Income Taxes
    
    
    (2,400
    )
    
    
    
    
    
    
    (2,400
    )
    
    
    (3,020
    )Net (Loss)
    
    $
    (123,259
    )
    
    $
    (212,461
    )
    
    $
    (247,055
    )
    
    $
    (286,910
    )Basic and Diluted(Loss) Per Share
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted Average Shares
Outstanding
    
    
    46,975,365
    
    
    
    47,406,939
    
    
    
    46,975,365
    
    
    
    47,406,939




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SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited) Six Months EndedJune 30,2004
    
    2003Cash Flows from Operating Activities:Net (Loss)
    
    $
    (247,055
    )
    
    $
    (286,910
    )Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:Depreciation and Amortization
    
    
    34,669
    
    
    
    47,069Net Change in Assets and Liabilities:Accounts Receivable and Employee Advances
    
    
    63
    
    
    
    252,875Prepaid Expenses and Deposits
    
    
    (20,089
    )
    
    
    (35,699
    )Accounts Payable
    
    
    (10,275
    )
    
    
    (20,774
    )Accrued Wages and Benefits
    
    
    22,406Accrued Professional Fees
    
    
    (10,000
    )Accrued Commissions
    
    
    679Accrued Expenses
    
    
    57,057
    
    
    
    (24,474
    )Net Cash Provided By (Used In) Operating Activities
    
    
    (172,545
    )
    
    
    (67,913
    )Cash Flows from Investing Activities:Purchase/Disp of Property and Equipment
    
    
    
    
    
    
    (1,770
    )Increase in Capitalized Patent and Technology Costs
    
    
    (19,711
    )
    
    
    (1,030
    )Net Cash Provided By (Used in) Investing Activities
    
    
    (19,711
    )
    
    
    (2,800
    )Cash flows from Financing Activities:Repayment of Notes Payable
    
    
    (26,277
    )
    
    
    Net Cash Provided by Financing Activities
    
    
    (26,277
    )
    
    
    Increase (Decrease) in Cash and Cash Equivalents
    
    
    (218,533
    )
    
    
    (70,713
    )Cash and Cash Equivalents, Beginning of Period
    
    
    589,797
    
    
    
    858,725Cash and Cash Equivalents, End of Period
    
    $
    371,264
    
    
    $
    788,012Supplemental Disclosure of Cash Flow Information:Cash paid during the period for:Interest
    
    $
    6,766
    
    
    $
    7,820Income Taxes
    
    
    2,400
    
    
    
    3,020




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SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(unaudited) Common SharesTotalNumber of
    
    
    
    
    
    Additional
    
    Accumulated
    
    Shareholders'shares
    
    Par value
    
    paid-in-capital
    
    Deficit
    
    EquityBalance, December 31, 2003
    
    
    47,015,865
    
    
    $
    470,159
    
    
    $
    46,428,615
    
    
    $
    (45,943,395
    )
    
    $
    955,379Issuance of Preferred Shares, Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options Issued for Services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of Preferred Shares,
Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (Loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (123,796
    )
    
    
    (123,796
    )Balance, March 31, 2004
    
    
    47,015,865
    
    
    $
    470,159
    
    
    $
    46,428,615
    
    
    $
    (46,067,191
    )
    
    $
    831,583Net (Loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (123,259
    )
    
    $
    (123,259
    )Cancellation of Unissued
Performance Shares
    
    
    -40,500
    
    
    
    -405
    
    
    
    405Balance, June 30, 2004
    
    
    46,975,365
    
    
    
    469,754
    
    
    
    46,429,020
    
    
    
    (46,190,450
    )
    
    
    708,324




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SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Nature of Business Spatializer Audio Laboratories, Inc. and subsidiaries (the Company) is
in the business of developing and licensing technology. The Company sales,
research and subsidiary administration are conducted out of facilities in San
Jose, California. The Companys wholly-owned subsidiary, Desper Products, Inc. (DPI), is
in the business of developing proprietary advanced audio signal processing
technologies and products for consumer electronics, entertainment, and
multimedia computing. All Company revenues are generated from this subsidiary. 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 and six months ended June 30, 2004 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2004.
Accordingly, your attention is directed to footnote disclosures found in the
December 31, 2003 Annual Report and particularly to Note 1, which includes a
summary of significant accounting policies. (2) Significant Accounting Policies Basis of Consolidation The consolidated financial statements include the
accounts of Spatializer Audio Laboratories, Inc. and its wholly-owned
subsidiary, Desper Products, Inc. All significant intercompany balances and
transactions have been eliminated in consolidation. Corporate administration
expenses are not allocated to subsidiaries. Revenue Recognition The Company recognizes revenue from product sales
upon shipment to the customer. License revenues are recognized when earned, in
accordance with the contractual provisions. Royalty revenues are recognized
upon shipment of products incorporating the related technology by the original
equipment manufacturers (OEMs) and foundries. Concentration of Credit Risk Financial instruments, which potentially
subject the Company to concentrations of credit risk, consist principally of
cash, cash equivalents and trade accounts receivable. The Company places its
temporary cash investments in certificates of deposit in excess of FDIC
insurance limits, principally at CitiBank FSB. At June 30, 2004 substantially
all cash and cash equivalents were on deposit at two financial institutions. At June 30, 2004, three major customers, not presented in order of
importance, each accounted for 10% or more of our total accounts receivable:
Matsushita, Toshiba and Sharp, each of whom accounted for greater than 10% of
our total 2004 accounts receivable. One




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OEM accounted for 63%, another accounted for 17% and one accounted for 10%
of our total accounts receivable at June 30, 2004. The Company performs ongoing credit evaluations of its customers and
normally does not require collateral to support accounts receivable. Due to the
contractual nature of sales agreements and historical trends, no allowance for
doubtful accounts has been provided. The Company does not apply interest charges to past due accounts
receivable. Cash and Cash Equivalents Cash equivalents consist of highly liquid
investments with original maturities of three months or less. Customers Outside of the U.S. Sales to foreign customers were 100% and
87% of total sales in the year to date periods ended June 30, 2004 and 2003,
respectively. Approximately 93% of sales were generated in Japan. Major Customers During the quarter ended June 30, 2004, three customers
accounted for 44%, 26% and 15%, respectively, of the Companys net sales. Research and Development Costs The Company expenses research and
development costs as incurred, which is presented as a separate line on the
statement of operations. Property and Equipment Property and equipment are stated at cost. Major
renewals and improvements are charged to the asset accounts while replacements,
maintenance and repairs, which do not improve or extend the lives of the
respective assets, are expensed. At the time property and equipment are retired
or otherwise disposed of, the asset and related accumulated depreciation
accounts are relieved of the applicable amounts. Gains or losses from
retirements or sales are credited or charged to income. Property and equipment
are depreciated over the useful lives of the asset ranging from 3 years to 5
years under the straight line method. Intangible Assets Intangible assets consist of patent costs and
trademarks which are amortized on a straight-line basis over the estimated
useful lives of the patents which range from five to twenty years. The weighted
average useful life of patents was approximately 12 years. 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. The following table presents contingently issuable
shares, options and warrants to purchase shares of common stock that were
outstanding during the three month periods ended June 30, 2004 and 2003 which
were not included in the computation of diluted loss per share because the
impact would have been antidilutive or less than $0.01 per share:




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2004
    
    2003Options
    
    
    3,135,000
    
    
    
    2,771,500Warrants
    
    
    0
    
    
    
    03,135,000
    
    
    
    2,771,500
 During the three months ended June 30, 2004, options to purchase 200,000 shares
of the Companys common stock were granted to board members for board service
compensation and options to purchase 100,000 shares granted to board members in
1999 had expired. Impairment of Long-Lived Assets and Assets to be Disposed of- The Company
adopted the provisions of SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of,on January 1,
1996. This Statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured as the amount by which the carrying
amounts of the assets exceed the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell. Segment Reporting- The Financial Accounting Standards Board issued
Statement No. 131, Disclosures about Segments of an Enterprise and Related
Information(SFAS No. 131), in June 1997. SFAS No. 131 establishes standards
for the way public business enterprises are to report information about
operating segments in annual financial statements and requires enterprises to
report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
It replaces the industry segment concept of SFAS No. 14, Financial Reporting
for Segments of a Business Enterprise,with a management approach concept as
to basis for identifying reportable segments. SFAS 131 is effective for
financial statements for fiscal years beginning after December 15, 1997. The
Company adopted SFAS 131 in December 1997. MDT is considered a discontinued
operation as of September 1998. As of June 30, 2004, the Company has only one
operating segment, DPI, the Companys Audio Signal Processing business. 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. Recent Accounting Pronouncements- The FASB recently issued the following
statements: FASB 146  Accounting for Costs Associated with Exit or Disposal
Activities, FASB 147  Acquisitions of Certain Financial Institutions, FASB 148
- Accounting for




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Stock-Based Compensation, FASB 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity and FASB
Interpretation 46 Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51. These FASB statements did not, or are not
expected to, have a material impact on the Companys financial position and
results of operations. Use of Estimates- Management of the Company has made a number of
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 fair and carrying values of cash
equivalents, accounts receivable, accounts payable, short-term debt to a
related party and accrued liabilities and those potentially subject to
valuation risk at December 31, 2003 and June 30, 2004 approximated fair value
due to their short maturity or nature. The fair values of notes payable to a related party at December 31, 2003
and June 30, 2004 are materially consistent with the related carrying values
based on current rates offered to the Company for instruments with similar
maturities. (3) Property and Equipment Property and equipment, as of December 31, 2003 and June 30, 2004,
consists of the following, net of a reserve for impairment loss in 1998 in
accordance with application of SFAS 121: June 30,
    
    December 31,2004
    
    2003Office Computers, Software, Equipment and Furniture
    
    $
    331,866
    
    
    $
    309,744Test Equipment
    
    
    73,300
    
    
    
    73,300Tooling Equipment
    
    
    45,539
    
    
    
    45,539Trade Show Booth and Demonstration Equipment
    
    
    174,548
    
    
    
    171,301Automobiles
    
    
    7,000
    
    
    
    7,000Total Property and Equipment
    
    
    632,253
    
    
    
    606,884Less Accumulated Depreciation and Amortization
    
    
    594,586
    
    
    
    564,862Property and Equipment, Net
    
    $
    37,668
    
    
    $
    42,022




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(4) Intangible Assets Intangible assets, as of December 31, 2003 and June 30, 2004 consist of
the following: June 30,
    
    December 31,2004
    
    2003Capitalized Patent, Trademarks and Technology Costs
    
    $
    521,952
    
    
    $
    505,487Less Accumulated Amortization
    
    
    340,071
    
    
    
    313,002Intangible Assets, Net
    
    $
    181,881
    
    
    $
    192,485
 Estimated amortization is as follows: 2004
    
    $
    43,7942005
    
    $
    25,7332006
    
    $
    16,7022007
    
    $
    16,702Thereafter
    
    $
    78,950181,881
 (5) Notes Payable to Related Parties The Company was indebted to the Desper Family Trust, a related party, in
the amount of $81,969 at June 30, 2004. In the fourth quarter of 2003, in
response to the calling of the Note by the holder, we negotiated and completed
the conversion of the original $112,500 related party 10% demand note to a
three- year 10% term note. This amount bears interest at a fixed rate of 10%
annually, is paid in monthly installments of $5,191 that commenced on December
1, 2003 and continues for twenty-four months until the entire balance of
principal and interest is paid in full. (6) Note Payable The Company was indebted to the Premium Finance, Inc., an unrelated
insurance premium finance company, in the amount of $55,057 at June 30, 2004.
This note finances the Companys annual Directors and Officers Liability
Insurance. This amount bears interest at a fixed rate of 8.5% annually, is paid
in monthly installments of $6,104 that commenced on June 1, 2004 and continues
for nine months until the entire balance of principal and interest is paid in
full. (7) Shareholders Equity During the quarter ended June 30, 2004, no shares were issued or
converted. Shares were cancelled as follows:




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Performance Shares held in escrow, amounting to 40,500 shares were cancelled
under the terms of the escrow. See Note 7 below. During the year ended December 31, 2003, shares were issued or converted
as follows: An employee exercised options to purchase 166,666 shares of common stock in
2003, increasing shareholders equity by $10,000. Capitalization Series A Preferred Stock:On December 26, 2002 the Company filed a Certificate
of Elimination with the Delaware Secretary of State stating that no shares of
the Companys Series A Preferred Stock are outstanding and that no shares of
the Series A Preferred Stock will be issued. Series B Preferred Stock:On December 26, 2002 the Company filed a Certificate
of Elimination with the Delaware Secretary of State stating that no shares of
the Companys Series B Preferred Stock are outstanding and that no shares of
the Series B Preferred Stock will be issued. Series B-1 Redeemable Convertible Preferred Stock:On November 6, 2002 the
Board of Directors Designated a Series B-1 Preferred Stock. The series has a
par value of $0.01 and a stated value of $10.00 per share which is designated
as a liquidation preference. The stock ranks prior to the Companys common
stock. No dividends will be paid on the Series B-1 Preferred Stock. Conversion
rights exist on or after January 1, 2003 to convert the Series B-1 Preferred
Stock to common at a certain formula. At December 29, 2005 certain mandatory
conversion requirements exist subject to a certain formula. The Series B-1
Preferred Stock has no voting power. Certain restrictions on trading exist
based on date sensitive events. In December 2002, 87,967 shares of Series B-1
Preferred Stock were issued in exchange for the Series B Preferred Stock and
14,795 shares were issued in lieu of the adjusted accrued dividends on the
Series B Preferred Stock. (8) Escrowed Performance Shares In December 1996, the Company accepted the terms outlined by the British
Columbia Securities Commission (BCSC) for the release of the Companys
5,776,700 escrowed Performance Shares from Canadian Escrow into a new escrow
arrangement with the Company. The overall modification was approved by the
Companys stockholders in August 1996. Under the revised arrangement, the
performance shares were released automatically as follows: 20% prior to June
22, 2000, 20% on June 22, 2000; 30% on June 22, 2001; and 30% on June 22, 2002.
Under the revised escrow arrangement, the performance shares vested, provided
the individual had not voluntarily terminated his/her relationship with the
Company prior to applicable vesting dates. Based on the revised escrow arrangement, which primarily converted the escrow
shares release from performance criteria to a time-based criterion, the Company
recorded as compensation expense the excess of the fair market value of the
5,776,700 performance




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shares on the date the Company accepted the terms of the new escrow arrangement
over the purchase price of such escrow shares. All of the performance shares are included in the issued and outstanding shares
for the years ended December 31, 2003, 2002 and 2001. However, the shares were
not reflected in the calculation of loss per common share until earned by and
released to the holders on December 30, 1996, the date on which the Company and
the BCSC accepted and entered into the terms of the current escrowed agreement
as discussed above. As of December 31, 2002, all performance shares under the
escrow arrangement have been released. In December 2003 and June 2004, 557,740
and 40,500 shares, respectively, of former employees or participants, who lost
entitlement to such shares under the terms of the escrow arrangement, were
cancelled. (9) 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 unissued common stock
up to 10% of total common shares outstanding at each calendar quarter,
4,697,537 as of June 30, 2004. Stock options are granted with an exercise price
equal to the stocks fair market value at the date of grant. Stock options have
five-year terms and vest and become fully exercisable up to three years from
the date of grant. At June 30, 2004, there were 1,562,537 additional shares available for
grant under the Plan. There were 200,000 options granted in the quarter ended June 30, 2004 to
board members for board compensation and 100,000 shares granted to board
members in 1999 expired. The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for the fair value of its
stock options in the consolidated financial statements. Had the Company
determined compensation cost based on the fair value at the grant date for its
stock options under SFAS No. 123, the Companys net income (loss) would have
been increased to the pro forma amounts indicated below: 2004NET INCOME (LOSS):As Reported
    
    $
    (247,055
    )Pro Forma
    
    $
    (247,055
    )BASIC AND DILUTED LOSS:As Reported
    
    $
    (0.01
    )Pro Forma
    
    $
    (0.01
    )
 At June 30, 2004, the number of options exercisable was 3,135,000 and the
weighted-average exercise price of those options was $0.178.




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There were no warrants outstanding at December 31, 2003 and June 30, 2004. (10) Commitments and Contingencies We also anticipate that, from time to time, we may be named as a party to
legal proceedings that may arise in the ordinary course of our business. Operating Lease Commitments The Company is obligated under several non-cancelable operating leases.
Future minimum rental payments at June 30, 2004 for all operating leases were
approximately $10,800 through December 2004. Rent expense amounted to
approximately $5,400 and $21,000 for the quarters ended June 30, 2004 and 2003,
respectively. (11) Profit Sharing Plan The Company has a 401(k) profit sharing plan covering substantially all
employees, subject to certain participation and vesting requirements. The
Company may elect to make discretionary contributions to the Plan, but has
never done so over the life of the Plan.




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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, 2003, 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. 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 that enables investors 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 that past performance is indicative of
future performance. We believe the best way to achieve this is to give the reader:  
    
    An understanding of our operating environment
    
    An outline of critical accounting policies
    
    A review of the key components of the financial statements and our
cash position and capital resources
    
    Disclosure on our internal controls and procedures Operating Environment We operate in a very competitive business environment. This environment
impacts us in the following ways, further discussed in greater detail under
Risk Factors:  §
    
    Our Operating Results Fluctuate and If We Are Unable to Achieve or
Sustain Profitability in the Future or Obtain Future Financing Our
Business Operations May Fail.§
    
    Because The Market In Which We Operate Is Highly Competitive, We
Face Significant Pricing Pressure and Competition.




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§
    
    We Rely on the Schedules and Cooperation of Chip Makers or Other
Third Parties to Deliver Our Technology in Consumer Products. These
Third parties Have Their Own Priorities and Alliances that May Delay or
Thwart our Sales Efforts to Potential Customers.§
    
    If New Product Development Is Delayed, We Will Experience Delays In
Revenues And Competitive Products May Reach The Market Before Our
Products.§
    
    If We Are Unable To Attract And Retain Our Key Personnel, We May
Not Be Able To Successfully Operate Our Business. The PC and consumer electronics markets are under intense pressure, primarily
from retailers, to reduce selling prices, with resultant pressure to reduce
costs. Cost reductions are driven by lower cost sourcing, often in China,
design simplification and reduction in features. While we present a value
proposition that stresses the cost reducing capabilities of our audio solutions
through improved performance from lower cost components as well as product
differentiation that Spatializer technology can deliver, all such features are
closely scrutinized by potential customers product marketing and engineering.
This makes it more challenging to secure new design wins, particularly in
product categories that have become commoditized, such as became the case with
DVD players. It also may result in the elimination of features, including ours,
if cost is of paramount importance. When this occurs, we receive very short
notice and revenues from such an account will typically begin a steep decline
in the subsequent quarter, resulting in period-to-period fluctuation. Our
response has been to strengthen our value proposition, more aggressively price
and feature enrich our products and enter new segments, such as cell phones,
with different competitive pressure. Manufacturers design-in cycles for our technology range from four to twelve
months, from the decision to adopt our technology to actual cash flow. These
schedules are also prone to delays at the manufacturer level and in some cases,
manufacturers new products may be cancelled due to market testing or resource
allocation. Since these events are beyond our control, it is difficult to
absolutely project when new deals will begin generating revenues or if signed
deals will generate financial results. For this reason, we do not typically
announce new deals until the target product is being introduced. Spatializer does not develop or market semiconductors. That is why we carry no
inventory or have order backlogs that typically are good indicators of near
term performance. Rather, we develop audio algorithms that are embedded on
third party processors or semiconductors used by our customers. While our
algorithms are implemented on a wide array of processors, often times a
customer uses a processor where there is no such implementation, or where a
competing solution has been implemented. In this case, our customers request
that our algorithm be implemented. While these requests are typically honored,
processor manufacturers must schedule such implementation as their resources or
corporate strategies allow. Therefore, the supply-chain is often quite long and
complicated, which potentially can result in delays or deadlines that may not
always coincide with our customers requirements and which are beyond the
control of our company. Therefore, when reviewing the operating results or drawing conclusions with
regard to future performance, these competitive forces and uncertainties must
be taken into consideration. Without absolute long-term visibility, it is
difficult to draw such conclusions in absolute terms. Further, the dynamic
nature of the business environment creates the potential for both




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positive and negative fluctuations in near and long term operating performance.
While management strives to mitigate these risks, as outlined in Risk Factors,
it is not possible to be fully immune from such dynamics.




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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. In consultation with our Board of Directors and Audit Committee, we
have identified three accounting policies that we believe are critical to an
understanding of our financial statements. These are important accounting
policies that require managements most difficult, subjective judgments. The first critical accounting policy relates to revenue recognition. We
recognize revenue from product sales upon shipment to the customer. License
revenues are recognized when earned, in accordance with the contractual
provisions. Royalty revenues are recognized upon shipment of products
incorporating the related technology by the original equipment manufacturers
(OEMs) and foundries. The second critical accounting policy relates to research and development
expenses. We expense all research and development expenses as incurred. Costs
incurred to establish the technological feasibility of our algorithms (which is
the primary component of our licensing) is expensed as incurred and included in
Research and Development expenses. Such algorithms are refined based on
customer requirements and licensed for inclusion in the customers specific
product. There are no production costs to capitalize as defined in Statement on
Financial Accounting Standards No. 86. The third critical accounting policy relates to intangible assets. Our
intangible assets consist primarily of patents. We capitalize all costs
directly attributable to patents, consisting primarily of legal and filing
fees, and amortize such costs over the remaining life of the patent (which
range from 3 to 20 years) using the straight-line method. In accordance with
SFAS 142, Goodwill and Other Intangible Assets, only intangible assets with
definite lives are amortized. Non-amortized intangible assets are instead
subject to annual impairment testing. Audit Committee This committee is directed to review the scope, cost and results of the
independent audit of our books and records, the results of the annual audit
with management and the internal auditors and the adequacy of our accounting,
financial, and operating controls; to recommend annually to the Board of
Directors the selection of the independent auditors; to approve proposals made
by our independent auditors for consulting work; and to report to the Board of
Directors, when so requested, on any accounting of financial matters. Additionally, following the completion of the audit, the committee meets with
the independent accountants to review with the independent accountants any
problems or difficulties the accountants may have encountered in connection
with the audit, the adequacy of the internal accounting controls, the financial
and accounting personnel and any management letter provided by the independent
accountants and the Companys response to that letter. The committee also
discusses with the independent accountants any matters that




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are required to be discussed under applicable rules, including without
limitation those matters required to be discussed by Statement on Auditing
Standards No. 61 relating to the conduct of the audit. Compensation and Stock Committee Our Compensation and Stock Option Committee (the Compensation Committee)
currently consists of Messrs. Pace and Segel, each of whom is a non-employee
director of the Company and a disinterested person with respect to the plans
administered by such committee, as such term is defined in Rule 16b-3 adopted
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (collectively, the Exchange Act). The Compensation
Committee reviews and approves annual salaries, bonuses and other forms and
items of compensation for our senior officers and employees. Except for plans
that are, in accordance with their terms or as required by law, administered by
the Board of Directors or another particularly designated group, the
Compensation Committee also administers and implements all of our stock option
and other stock-based and equity-based benefit plans (including
performance-based plans), recommends changes or additions to those plans or
awards under the plans. Special Committee In November of 2002, the Board of Directors created a Special Committee to
review certain strategic opportunities as they arise and to obtain additional
information regarding such opportunities for consideration and evaluation by
the Board of Directors. Results of 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. Revenues Revenues for the three months ended June 30, 2004 were $235,000, compared
to revenues of $251,000 in the comparable period last year, a decrease of 6%.
Revenues in the three months ended June 30, 2004 were slightly lower due to
fluctuations in royalty rates based on the customer mix. Revenues in the six
months ended June 30, 2004 were $406,000, compared to revenues of $583,000 in
the comparable period last year, a decrease of 30%.The decline in revenue
resulted from the expiration of a licensing agreement with a major computer
account in January 2003 ($75,000 reduction) and the effects of cost reductions
by DVD player accounts resulting in outsourcing to manufacturers in China who
generally decline to pay for such software or where features must be eliminated
to achieve manufacturing cost targets. This resulted in an additional reduction
in revenue of $100,000. This was partially offset by an increase in revenues
from cell phone accounts that started shipping commercial quantities with our
technologies in the first quarter.




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Gross Profit Gross profit for the three months ended June 30, 2004 was $217,000 (92%
of revenue) compared to gross profit of $228,000 (91% of revenue) in the
comparable period last year, a decrease of 5%. Gross profit for the six
months ended June 30, 2004 were $370,000 (91% of revenue) compared to
$525,000 (90% of revenue) in the comparable period last year. Gross profit in
the three and six-month periods decreased due to the decrease in revenue.
Gross margins held relatively constant. Operating Expenses Operating expenses in the three months ended June 30, 2004 were $334,000
(142% of revenue) compared to operating expenses of $438,000 (175% of revenue)
in the comparable period last year, a decrease of 24%. Operating expenses in
the six months ended June 30, 2004 were $610,000 (150% of revenue) compared to
$805,000 (138% of revenue) in the comparable six-month period last year. The
decrease in operating expenses for the three and six months ended June 30, 2004
resulted primarily from reductions in occupancy and headcount effected in the
fourth quarter of 2003. General and Administrative General and administrative expenses in the three months ended June 30,
2004 were $206,000 (88% of revenue) compared to general and administrative
expenses of $236,000 (94% of revenue) in the comparable period last year, a
decrease of 13%. General and administrative expenses in the six months ended
June 30, 2004 were $373,000 (92% of revenue) compared to $393,000 (67% of
revenue) in the comparable six month period last year. The decrease in
general and administrative expense for the three and six month periods
resulted primarily from reductions in occupancy and support services,
partially offset by higher legal and accounting expenses arising from new
regulatory public company requirements and higher executive overseas travel
by the chief executive to secure additional contracts with manufacturers and
to maintain existing relationships with our customers. Research and Development Research and Development expenses in the three months ended June 30,
2004 were $106,000 (45% of revenue) compared to research and development
expenses of $102,000 (41% of revenue) in the comparable period last year, an
increase of 4%. Research and Development expenses for the six months ended
June 30, 2004 were $202,000 (50% of revenue) compared to $211,000 (36% of
revenue) in the comparable six month period last year. The increase in three
month research and development expenses resulted from greater use of outside
specialist engineering consulting compared with the prior period, partially
offset by lower occupancy expenses. The decrease in such expenses in the six
month period resulted primarily from lower cost Silicon Valley facilities,
partially offset by greater use of outside specialist engineering consulting
compared with the prior period. Sales and Marketing Sales and Marketing expenses in the three months ended June 30, 2004
were $22,000 (9% of revenue) compared to sales and marketing expenses of
$100,000 (40% of revenue) in the comparable period last year, a decrease of
78%. Sales and Marketing expenses for




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the six months ended June 30, 2004 were $35,000 (9% of revenue) compared
to $202,000 (35% of revenue) in the comparable six month period last year.
The decrease in sales and marketing expense in the three and six month
periods resulted primarily from the elimination of a senior sales executive
position ($50,000/$100,000), transition of Japan sales to a commission only
structure ($20,000/$40,000), lower cost Silicon Valley facilities
($15,000/$30,000), partially offset by and higher marketing support staff
expense ($7,000/$3,000) as compared with the comparable period last year. Net (Loss) Net loss in the three months ended June 30, 2004 was $123,000, ($0.00)
basic per share, compared with net loss of $212,000 ($0.00) basic per share in
the comparable period last year. Net loss in the six months ended June 30, 2004
was $247,000, ($0.01) basic per share, compared with net loss of $287,000
($0.01) basic per share in the comparable period last year. The net loss
resulted from decreased revenues, partially offset by lower operating expenses. Liquidity and Capital Resources At June 30, 2004, we had $371,000 in cash and cash equivalents as compared
to $590,000 at December 31, 2003. The decrease in cash and cash equivalents is
attributed to the net loss. We had working capital of $534,000 at June 30, 2004
as compared with working capital of $792,000 at December 31, 2003. Our future
cash flow will come primarily from the audio signal processing licensing,
Original Equipment Manufacturers (OEM) royalties and from possible [common]
stock issuances including warrants and options. We are actively engaged in
negotiations for additional audio signal processing licensing arrangements
which we believe should generate additional cash flow without imposing any
substantial costs on the Company. We anticipated that there would be a wind
down of our licensing program in 2003 with a large computer account and
reductions in licensing to DVD accounts that are under extreme pressure to
reduce costs. We announced two new licensing arrangements in the cellular phone
market and expect this category to expand in 2004. We are also targeting other
markets where the cost pressure is not as acute and which might be more
receptive to licensing our products. In the fourth quarter of 2003, we negotiated and completed the conversion
of a $112,500 related party 10% demand note to a three-year 10% term note.
Principal and interest of $5,191 is paid monthly, which we pay on a current
basis. Installments due in more than twelve months are classified as Notes
Payable to Related Parties-long-term. We continue to maintain an accrual for unasserted claims or settlement
costs of approximately $28,000. We do not expect any final liability to be in
excess of this balance. We currently believe our future cash flow will come primarily from the
audio signal processing licensing, OEM royalties and from possible common
stock issuances including warrants and options. We are actively engaged in
negotiations for additional audio signal processing licensing arrangements
which we believe should generate additional cash flow without imposing any
substantial costs on us. We anticipate that there may continue to be
dislocations of individual licensing programs due to continuing pressure to
reduce costs, particularly in the DVD player segment. We believe that growth
from other licensing arrangements, which include new markets such as cellular
phones, and other arrangements that are pending but not announced or in
negotiation, will substantially offset any revenue




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shortfalls from market dynamics or transitioning platforms. Further, we
anticipate that our cost reduction initiative implemented in the fourth quarter
of 2003 will lower the revenues needed to reach the break-even point. The fluid, competitive and dynamic nature of the market continues a degree
of uncertainty to our operations. The operations of our business, and those of
our competitors, may also be impacted by the continued trend in the
semiconductor industry to offer free, but minimal audio solutions to certain
product classes to maintain and attract market share. This challenges our
ability to convert business opportunities to licensing agreements in those
segments that allow us to maintain or rapidly increase revenue. As a result, we
must develop and license our products and software solutions in a market that
treats some audio products, including those of our competitors, on a commodity
basis in those cases where the OEM product is considered a commodity product.
While our software applications deliver what we and most manufacturers who
listen to it believe is a significantly superior audio experience, the
competitive market forces that pressure manufacturers to reduce their costs may
create some resistance to new technology adoption or use. In addition, certain
of our competitors appear to be pursuing a business plan that disregards
commercially reasonable pricing to achieve a larger market penetration even if
the penetration will not provide for viable margins or returns. We have
responded by offering additional products targeted to each price/quality
segment of the market and continue to aggressively pursue new opportunities in
emerging product categories such as cellular phones and notebook computers that
complements our existing core business. In addition, our products have been
positioned as a means for manufacturers to save money while delivering an
enhanced audio experience. Nevertheless, these market conditions and
competitive forces make it more challenging for us, and our rational commercial
competitors, to enhance their operating results. To the extent we maintain or exceed our projected revenues and are not
required to fund significant contingencies, we expect to continue to retain our
current cash reserves and therefore, maintain our liquidity position at a
consistent level both on at least a short-term basis. To the extent that we do
not achieve current projected operating levels, fail to close deals in process
timely or are required to fund contingencies, we will be required to use our
cash reserves and this will negatively impact our longer term liquidity. In
addition, we wish to achieve accelerated growth and to take advantage of the
dynamic market forces in which we operate, rather than to be affected by them.
We believe our current cash reserves and cash generated from our existing
operations and customer base are at a minimal level for us to meet our
operating obligations and the anticipated additional research and development
for our audio technology business for the short term. This constrained working
capital currently limits our ability to capitalize fully on market
opportunities and to compete as rigorously as we would like. Indeed, a
continued deterioration in our cash position will, absent new financing or
licensing arrangements, impair our ability to operate as a going concern. We
will continue to consider and evaluate capital investment or business
arrangements with financial or strategic participants or investors as such
opportunities become available to us on terms that enhance shareholder value
and support our business strategy. Net Operating Loss Carry Forwards At December 31, 2003, we had net operating loss carry forwards for Federal
income tax purposes of approximately $27,000,000 which are available to offset
future Federal taxable income, if any, through 2023. Approximately $17,000,000
of these net operating loss carry




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forwards are subject to an annual limitation of approximately $1,000,000. Risk Factors Certain information in this report includes forward-looking statements.
Forward-looking statements include statements regarding our expectations,
beliefs, intentions, plans, objectives, goals, strategies, future events or
performance and underlying assumptions and other statements that are other than
statements of historical fact. When used in this report the words shall,
should, forecast, all of, projected, believes, anticipates,
expects, and similar expressions are intended to identify these
forward-looking statements. In addition, we may from time to time make oral
forward-looking statements. We wish to caution readers that a number of
important factors could cause actual results to differ materially from those in
the forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below, as well as those discussed above in
Managements Discussion and Analysis of Financial Condition and Results of
Operations, elsewhere in this report or from time to time described in our
other filings with the Securities and Exchange Commission. Our Operating Results Fluctuate and If We Are Unable to Achieve or Sustain
Profitability in the Future or Obtain Future Financing Our Business Operations
May Fail We continue to experience operating losses. While our objective and full
effort is on managing a profitable business, due to the market conditions and
factors outlined above and below and their impact on fluctuations in operating
expenses and revenues , we cannot provide assurance that we will be able to
generate a positive profit position in any given future period. We cannot
guarantee that we will increase sales of our products and technologies, or that
we will successfully develop and market any additional products. We may not be
able to re-establish or sustain future profitability. We may have to rely on
the sale of shares or on debt financings in the future, which may have a
dilutive effect on our existing shareholders. Further, we cannot assure you
that debt or equity financing will be available as required and if not
available, we would have to further scale down operations or even cease
operations. Because The Market In Which We Operate Is Highly Competitive, We Face
Significant Pricing Pressure and Competition. We operate in a technology environment which is competitive and rapidly
changing. While our software applications deliver what we, and most
manufacturers who listen to it, believe is a significantly superior audio
experience, the competitive market forces that pressure manufacturers to reduce
their costs may create some resistance to new technology adoption or use. Our
future success is dependent on establishing and maintaining the technological
superiority of our products over those of competitors, our ability to
successfully identify and bring other compatible technologies and products to
market and a recognition by the market of product value. We compete with a
number of entities that produce various stereo audio enhancement processes,
technologies and products in both traditional two-speaker environments such as
consumer electronics and multimedia computing, and in multi-channel,
multi-speaker applications such as Home Theater. In the




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field of 3-D or virtual audio, our principal competitors are SRS Labs,
Inc., QSound Labs, Inc. and Dolby Laboratories or technologies and products
developed by other companies, including entities that have business
relationships with us. In addition, certain of our competitors appear to be pursuing a business
plan that disregards commercially reasonable pricing to achieve a larger market
penetration even if the penetration will not provide for viable margins or
returns. We have responded by offering additional products targeted to each
price and quality segment of the market and continue to aggressively pursue new
opportunities in emerging product categories and complements to our existing
core business. We believe our products have been positioned as a means for
manufacturers to save money while delivering an enhanced audio experience.
Nevertheless, these market conditions and competitive forces make it more
challenging for us, and our rational commercial competitors, to enhance their
operating results. There is no assurance that our present or contemplated
future products will achieve or maintain sufficient commercial acceptance, or
if they do, that functionally equivalent products will not be developed by
current or future competitors who had access to significantly greater resources
or which are willing to give away their products. We Rely on the Schedules and Cooperation of Chip Makers or Other Third Parties
to Deliver Our Technology in Consumer Products. These Third Parties Have Their
Own Priorities and Alliances that May Delay or Thwart our Sales Efforts to
Potential Customers. Spatializer does not develop or market semiconductors. That is why we carry no
inventory or have order backlogs that typically are good indicators of near
term performance. Rather, we develop audio algorithms that are embedded on
third party processors or semiconductors used by our customers. While our
algorithms are implemented on a wide array of processors, often times a
customer uses a processor where there is no such implementation, or where a
competing solution has been implemented. In this case, our customers request
that our algorithm be implemented. While these requests are typically honored,
processor manufacturers must schedule such implementation as their resources or
corporate strategies allow. Therefore, the supply-chain is often quite long and
complicated, which potentially can result in delays or deadlines that may not
always coincide with our customers requirements and which are beyond the
control of our company. If New Product Development Is Delayed, We Will Experience Delays In Revenues
And Competitive Products May Reach The Market Before Our Products. Since our inception, we have experienced delays in bringing new products
to market and commercial application as a result of delays inherent in
technology development, financial resource limits and industry responses and
maturity. These delays have resulted in delays in the timing of revenues and
product introduction. In the future, delays in new product development or
technology introduction on behalf of us, our original equipment manufacturers
of consumer electronics and multimedia computer products (OEMs), integrated
circuit (IC) foundries or our software producers and marketers could result in
further delays in revenues and could allow competitors to reach the market with
products before us. In view of the emerging nature of the technology involved,
and the rapidly changing character of the entire media, internet and computer
markets, our expansion into other technology areas, such as cellular
telephones, and the uncertainties concerning the ability of our current
products and new products to achieve meaningful commercial




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acceptance in the new technology areas, there can be no assurance of when
or if we will achieve or sustain profitability. Manufacturers design-in cycles for our technology range from four to
twelve months, from the decision to adopt our technology to cash flow. These
schedules are also prone to delays at the manufacturer level and in some cases,
manufacturers new products may be cancelled due to market testing or resource
allocation. Since these events are beyond our control, it is difficult to
absolutely project when new deals will begin generating revenues or if signed
deals will generate financial results. For this reason, we do not typically
announce new deals until the target product is being introduced. We expect that we will continue to be dependent upon a limited number of
OEMs for a significant portion of our net sales in future periods, although no
OEM is presently obligated either to purchase a specified amount of products or
to provide us with binding forecasts of product purchases for any period. Our
three largest customers as of June 30, 2004 accounted for 44%, 26% and15% of
our net sales. The loss of any one of our major customers or licensees would
significantly reduce our revenues and harm our ability to achieve or sustain
acceptable levels of operating results. The loss, or signing of a similarly
sized account or accounts would have a material short term impact on our
operations and there is no assurance that we will not lose all or some of the
revenues from one or more of these accounts. While we are working to broaden
the sources of our royalty streams, there can be no assurance that we will be
successful in retaining or attracting such key accounts and broadening such
revenue stream sources. Our products are typically one of many related products used by consumer
electronic users. Demand for our products is therefore subject to many risks
beyond our control, including, among others:  
    
    competition faced by our OEM customers in their particular end
markets;
    
    the technical, sales and marketing and management capabilities of
our OEM customers; and
    
    the pressure faced by our OEM customers to reduce cost There can be no assurance that we will not lose sales in the future as a
result of the pressure to reduce costs faced by our customers. The reduction of
orders from our significant OEM customers, or the discontinuance of our
products by our end users may subject us to potential adverse revenue
fluctuations. If We Are Unable To Attract And Retain Our Key Personnel, We May Not Be Able To
Successfully Operate Our Business. Our future success primarily depends on the abilities and efforts of a
small number of individuals, with particular management obligations and
technical expertise. Loss of the services of any of these persons could
adversely affect our business prospects. There is no assurance that we will be
able to retain this group or successfully recruit other personnel, as needed.
We compete with other enterprises with stronger financial resources and larger
staffs that may offer employment opportunities to our staff which are more
desirable than those which we are able to offer. Failure to maintain skilled
personnel with the software and




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engineering skills critical to our business could have an adverse impact
upon our business, the results of our operations and our prospects. Currently,
we have an employment agreement with Henry R. Mandell with a term expiring in
November 2005. 
 Item 3.Quantitative and Qualitative Disclosures About Market Risk We have not been exposed to material future earnings or cash flow
fluctuations from changes in interest rates on our short-term investments at
June 30, 2004. A hypothetical decrease of 100 basis points in interest rate
(ten percent of our overall earnings rate) would not result in a material
fluctuation in future earnings or cash flow. We have not entered into any
derivative financial instruments to manage interest rate risk or for
speculative purposes and we are not currently evaluating the future use of such
financial instruments. 
 Item 4.Controls and Procedures The Company carried out an evaluation of the effectiveness 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 Chief Executive Officer and Chief Financial Officer had concluded that the
Companys disclosure controls and procedures as of June 30, 2004 were effective
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commissions rules and forms. There were no changes in
the Companys internal control over financial reporting that occurred during
the quarter ended June 30, 2004 that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over
financial reporting.




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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 July 29, 2004, 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, 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 2. CHANGES IN SECURITIES None 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 11, 2004 we held our Annual Meeting of Shareholders. Proxies for
the Annual Meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934. There was no solicitation in opposition to
managements nominees as listed in the Proxy Statement and all of such nominees
were elected. At the Annual Meeting, the following person was elected by the vote indicated
as director to serve until the Annual Meeting of Stockholders to be held in
2006: Name
    
    Votes For
    
    WithheldGilbert N. Segel
    
    
    26,811,473
    
    
    
    351,546
 At the Annual Meeting, the following person was elected by the vote indicated
as director to serve until the Annual Meeting of Stockholders to be held in
2007: Name
    
    Votes For
    
    WithheldJames G. Pace
    
    
    26,812,473
    
    
    
    350,546
 The two directors whose terms of office continued after the Annual Meeting were
Carlo Civelli and Henry R. Mandell whose terms expire in 2005.




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At the Annual Meeting, Farber & Hass LLP were ratified by the Stockholders
by the vote indicated to serve as auditors for our fiscal year ending December
31, 2004. Votes For
    
    Withheld26,834,723
    
    
    
    275,896
 
 ITEM 5. OTHER INFORMATION None 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8K (a) Exhibits  31.1
    Certificate of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  32.1
    Certificate of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*   *
    
    Certification will not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934. (b) Reports on Form 8-K: On May 13, 2004, we filed a Current Report on Form 8-K regarding a press
release issued with earnings information for the quarter ended March 31, 2004.
The information furnished in the report shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934. On June 14, 2004, we filed a Current Report on Form 8-K regarding the
Annual Meeting of Stockholders held on June 11, 2004. The information
furnished in the report shall not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934.




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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. Dated: August 9, 2004SPATIALIZER AUDIO LABORATORIES, INC.(Registrant)/s/ HENRY R. MANDELLHENRY R. MANDELLChairman of the Board, Chief Executive Officer
Chief Financial Officer and Secretary