UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A*

(MARK ONE)	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
þ	For the quarterly period ended: June 30, 2008

OR

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

Commission File Number: 000-26460

SPATIALIZER AUDIO LABORATORIES, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	95-4484725
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2060 East Avenida de Los Arboles—Suite D190, Thousand Oaks, California 91362-1376

 (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 þ NO o

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

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

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

YES o         NO þ

As of July 30, 2008, there were 65,000,000 shares of the Registrant’s Common Stock outstanding.

* This Form 10-Q was filed April 15, 2009 to respond to SEC staff comments.  Such filing did not reflect the actual date of filing.  This Amendment reflects today’s filing date, May 6, 2009.

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	2
Item 1. FINANCIAL STATEMENTS (as restated)	2
Item 2. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATOINS	9
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
Item 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION	14
Item 1. LEGAL PROCEEDINGS	14
Item 1A. RISK FACTORS	14
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
Item 3. DEFAULTS UPON SENIOR SECURITIES	14
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	14
Item 5. OTHER INFORMATION	14
Item 6. EXHIBITS	15
SIGNATURES	15
EXHIBIT 31.1
EXHIBIT 32.1

This Amendment to the registrant’s Form 10-Q for the period ended June 30, 2008 is being filed in response to the Staff’s comment letters dated December 11, 2008; February 18, 2009; and March 27, 2009.

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PART I. FINANCIAL INFORMATION

SPATIALIZER AUDIO LABORATORIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

	June 30, 2008			December 31, 2007
	(unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	95,586		$	582,019
Short Term Investments					1,000,000
Prepaid Expenses and Deposits		2,843			22,989
Total Current Assets		98,429			1,605,008
Total Assets	$	98,429		$	1,605,008
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Note Payable		—			9,680
Accounts Payable		1,464			900
Accrued Wages and Benefits		—			1,323
Accrued Professional Fees					36,000
Accrued Expenses		5,735			—
Total Current Liabilities		7,199			47,903
Commitments and Contingencies
Shareholders’ Equity:
Common shares, $.01 par value, 300,000,000 shares authorized, 65,000,000 shares issued and outstanding at June 30, 2008 and December 31, 2007.		650,000			650,000
Additional Paid-In Capital		46,634,856			46,634,856
Accumulated Deficit		(47,193,626	)		(45,727,751	)
Total Shareholders’ Equity		91,230			1,557,105
	$	98,429		$	1,605,008

See notes to consolidated financial statements (following)

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SPATIALIZER AUDIO LABORATORIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(as restated)

(unaudited)

	For the Three Month Period Ended						For the Six Month Period Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Operating Expenses :
General and Administrative	$	37,999		$	64,005		$	108,681		$	136,047
		37,999			64,005			108,681			136,047
Operating Income (Loss)		(37,999	)		(64,005)			(108,681	)		(136,047)
Interest and Other Income		1,515			5,212			12,649			8,253
Interest and Other Expense		0			(2,311	)		0			(2,211	)
		1,515			2,901			12,649			5,942
Income (Loss) from Continuing Operations  Before Income Taxes		(36,484	)		(61,104)			(96,033)			(130,105)
Income Taxes		—			—			(4,842)			(       418)
Income (Loss) from Continuing             Operations		(36,484)			(61,104	)		(100,875)			(130,523)
Gain (Loss) from Discontinued               Operations (Note 9)		0			210,872			0			513,949
Net Income (Loss)	$	(36,484)		$	149,768		$	(100,875)		$	383,426
Basic and Diluted Earnings Per Share	$	(0.00)		$	0.00		$	(0.00)		$	0.01
Weighted Average Shares Outstanding		65,000,000			61,253,088			65,000,000			55,008,236

See notes to consolidated financial statements (following)

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SPATIALIZER AUDIO LABORATORIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2008			2007
Cash Flows from Operating Activities:
Net Income (Loss)	$	(100,875	)	$	233,657
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and Amortization		—			5,840
Net Change in Assets and Liabilities:
Accounts Receivable and Employee Advances		—			29,277
Prepaid Expenses and Deposits		20,146			(16,062	)
Accounts Payable		564			(32,136	)
Accrued Wages and Benefits		(1,323	)		(686	)
Accrued Professional Fees		(36,000	)		(26,900	)
Accrued Commissions		—			(100	)
Accrued Expenses		5,735			1,000
Deferred Revenue		—			313,116
Net Cash Provided By (Used In) Operating Activities		(111,753	)		507,006
Cash Flows from Investing Activities:
Short Term Investments		1,000,000			0
Net Cash Provided By (Used in) Investing Activities		1,000,000			0
Cash Flows from Financing Activities:
Cash Distribution		(1,365,000	)
Issuance (Repayment) of Notes Payable		(9,680	)		(9,670	)
Net Cash Provided by Financing Activities		(1,374,680	)		(9,670	)
Increase (Decrease) in Cash and Cash Equivalents		(486,433	)		497,336
Cash and Cash Equivalents, Beginning of Period		582,019			228,940
Cash and Cash Equivalents, End of Period	$	95,586		$	726,276
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Income Taxes		4,842			418

See notes to consolidated financial statements (following)

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SPATIALIZER AUDIO LABORATORIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Spatializer was a developer, licensor and marketer of next generation technologies for the consumer electronics, personal computing, entertainment and cellular telephone markets. Our technology was incorporated into products offered by our licensees and customers on various economic and business terms. We were incorporated in the State of Delaware in February 1994 and are the successor company in a Plan of Arrangement pursuant to which the outstanding shares of Spatializer Audio Laboratories, Inc., a publicly held Yukon, Canada corporation, were exchanged for an equal number of shares of our common stock. Our corporate office is located at 2060 East Avenida de Los Arboles—Suite D190, Thousand Oaks, California 91362-1376.

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

On December 19, 2005, at a regularly scheduled board of directors meeting, the board of directors of Spatializer discussed its then current financial outlook. Management indicated to the board of directors that two customers, the revenues from which accounted for approximately 70% of Spatializer’s income during 2005, would not be sustainable in 2006.  This called into question the ability of the Company to operate as a going concern  . The Company’s current financial statements have been prepared assuming that it will continue as a going concern.

As previously reported, on September 18, 2006, the Company and DPI entered into an Asset Purchase Agreement with DTS, Inc. and a wholly owned subsidiary thereof pursuant to which the Company and DPI agreed to sell substantially all of their intellectual property assets. A special stockholders meeting was called for January 24, 2007 to approve such sale of assets and to authorize the dissolution of the Company. Proxies were mailed on or about December 1, 2006. The meeting was adjourned without a final vote, instead reconvening the meeting on February 21, 2007. The vote required to approve the asset sale and dissolution was a majority of the shares outstanding on the record date. The dissolution proposal was contingent upon approval of the asset sale. A total of 15,334,520 shares voted on the asset sale proposal, of which 14,407,084 shares were voted in favor, 823,182 shares voted against and 104,284 votes abstained. Although the votes cast on the proposal to sell the assets was overwhelmingly in favor thereof, the requisite vote was not obtained. As a result, the proposal regarding dissolution was not presented to a vote of stockholders.

On April 25, 2007, pursuant to a Common Stock Purchase Agreement dated April 25, 2007, the Company sold to a group of investors, in a private transaction, an aggregate of 16,236,615 shares for an aggregate purchase price of $162,366.15 with an additional payment of $259,786 placed into escrow to be released ten days after the closing of the sale of assets to DTS in the second quarter of 2007. The Asset Purchase Agreement and the transactions contemplated therein were approved by the stockholders of the Company at a special meeting on June 15, 2007. The Asset Purchase Agreement was consummated with DTS on July 2, 2007. Upon the conclusion of the nine month indemnification period, the Company distributed substantially all of its remaining cash assets to its stockholders, after satisfying its liabilities, leaving a small cash residual. In April 2008, the company made a cash distribution to its shareholders of $1,365,000, or $.021/share. The Company has no plans to dissolve.

The foregoing interim financial information is unaudited and was prepared from the books and records of the Company. The financial information reflects all adjustments necessary for a fair presentation of the financial condition, results of operations and cash flows of the Company in conformity with generally accepted accounting principles. All such adjustments were of a normal recurring nature for interim financial reporting. Operating results for the three months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. Accordingly, your attention is directed to footnote disclosures found in the December 31, 2007 Annual Report and particularly to Note 2 thereof, which includes a summary of significant accounting policies.

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The foregoing financial information was prepared assuming that the Company will continue as a going concern. As discussed above, the Company’s current circumstances, including significant operating losses, raise substantial doubt about the likelihood that the Company will continue as a going concern. The foregoing financial information does not include any adjustments that might result from the outcome of this uncertainty.

(2) Significant Accounting Policies

Basis of Consolidation — The consolidated financial statements include the accounts of Spatializer Audio Laboratories, Inc. and its wholly-owned subsidiary, DPI. All significant inter-company balances and transactions have been eliminated in consolidation. Corporate administration expenses are not allocated to subsidiaries.

Revenue Recognition — The Company recognized royalty revenue upon reporting of such royalties by licensees. License revenues were recognized when earned, in accordance with the contractual provisions, typically upon our delivery of contracted services or delivery and contractual availability of licensed product. Royalty revenues were recognized upon shipment of products incorporating the related technology by the original equipment manufacturers (OEMs) and foundries, as reported by quarterly royalty statements. The Company recognized revenue in accordance with SEC Staff Accounting Bulletin (SAB) 104. The company’s only source of revenue is a nominal amount of interest income.

Deferred Revenue - The Company received royalty fee advances from certain customers in accordance with contract terms. The Company did not require advances from all customers. Advances were negotiated on a per contract basis. Cash received in advance of revenue earned from a contract was recorded as deferred revenue until the related contract revenue is earned under the Company’s revenue recognition policy. The Company currently has no source of revenue.

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, 2008, substantially all cash and cash equivalents were on deposit at two financial institutions.

At June 30, 2008, we did not have any accounts receivable. At  June 30, 2007, one customer, Sharp, accounted for 66% of our accounts receivable.

The Company performed ongoing credit evaluations of its customers and normally did not require collateral to support accounts receivable. Due to the contractual nature of sales agreements and historical trends, no allowance for doubtful accounts had been provided.

The Company did 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. — The Company did not generate sales in the year to date period ended June 30, 2008. Sales to foreign customers were 100% of total sales in the year to date period ended June 30, 2007.

Major Customers — During the quarter ended June 30, 2008, the Company did not generate revenue. During the quarter ended June 30, 2007, one customer, Samsung, accounted for 87% of the Company’s revenue as incurred, which is presented as a separate line on the statement of operations.

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Property and Equipment — Property and equipment were stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which did not improve or extend the lives of the respective assets, were 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 were depreciated over the useful lives of the asset ranging from 3 years to 5 years under the straight line method. All property and equipment was written off upon completion of the sale of assets, in June 2007.

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 11 years. All of our intangible assets have finite lives as defined by Statement of Financial Accounting Standard (SFAS) 142. All intangible assets were written off upon completion of the sale of assets, in June 2007.

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. For the quarter and 6 month period ended June 30, 2008 and 2007, options to purchase 1,750,000 shares of common stock were considered in the computation of diluted income per share.

Stock Option Plan — During the year ended December 31, 2005, the Company determined the effects of stock based compensation in accordance with SFAS No. 123, Accounting  for Stock-Based Compensation, as amended  which permitted entities to recognize expense using the “fair-value” method over the vesting period of all employee stock-based awards on the date of grant. Alternatively, SFAS No. 123 allowed entities to continue to utilize the “intrinsic value” method for equity instruments granted to employees and provide pro forma net income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants after 1994 as if the fair-value-based method defined in SFAS No. 123 has been applied. The Company elected to continue to utilize the “intrinsic value” method for employee stock option grants and provide the pro forma disclosure provisions of SFAS No. 123 (Note 7)

On January 1, 2006, the Company adopted SFAS 123R, Share Based Payment, using the modified prospective transition method to account for changes to the method of accounting for options outstanding at the effective date. Estimated compensation cost of $11,725 related to vested options outstanding as of January 1, 2006, net of those cancelled or expired during 2006, was recognized as additional paid-in capital. The statements of operations for periods prior to the effective date have not been restated.

Impairment of Long-Lived Assets and Assets to be Disposed of — The Company adopted the provisions of SFAS No. 144,  Accounting for the Impairment of Long-Lived Assets,  on January 1, 2002. 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.

Segment Reporting — The Company adopted SFAS 131, Disclosures about Segments of an Enterprise and Related Information  (“SFAS No. 131”), in December 1997. MDT has been considered a discontinued operation since September 1998. The Company had only one operating segment, DPI, the Company’s audio enhancement licensing 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.

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Recent Accounting Pronouncements —  In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”.  SFAS 157 replaced the different definitions of fair value in the accounting literature with a single definition.  It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  SFAS 157 is effective for fair-value measurements already required or permitted by other standards for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.  The Company adopted SFAS 157 effective January 1, 2008; the adoption had no material effects on its financial position, results of operations and cash flows.

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 carrying values of cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities at December 31, 2007 and June 30, 2008 approximated fair value due to their short maturity or nature.

(3) Notes Payable

The Company was indebted to the Premium Finance, Inc., an unrelated insurance premium finance company. The balance was paid off in full in March 2008.

(4) Shareholders’ Equity

During the quarters ended June 30, 2008 and 2007, no shares were issued, cancelled or converted, nor were any options granted or exercised.

(5) Capitalization

On April 25, 2007, pursuant to a Common Stock Purchase Agreement dated April 25, 2007, the Company sold to a group of investors, in a private transaction, an aggregate of 16,236,615 shares for an aggregate purchase price of $162,366.15. At the closing of the stock sale, the investors delivered into escrow an additional contingent amount of $259,786. Such escrowed funds were released to the Company ten (10) days after the closing of the transactions contemplated by the Asset Purchase Agreement, on July 16, 2007.

(6) Net Operating Loss Carryforwards

At December 31 2007, we had net operating loss carry-forwards for Federal income tax purposes of approximately $26,000,000 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.  As a result of the events described in Item 5 below and the resulting change of control of the Company, it is expected that these net operating loss carry-forwards will not be utilized to offset taxable income generated by the Company after 2000.

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(7) Stock Options

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

				WEIGHTED-AVERAGE
	Exercisable			Number			Exercise Price
Options outstanding at December 31, 2005		2,381,666			2,635,000		$	0.11
Options granted					500,000		$	0.10
Options exercised					(0	)	$	—
Options forfeited/expired					(325,000	)	$	0.31
Options outstanding at December 31, 2006		2,726,666			2,810,000		$	0.10
Options granted					(0	)	$	0.10
Options exercised					(0	)	$	—
Options forfeited/expired		(976,666	)		(1,060,000	)	$	0.10
Options outstanding at December 31, 2007		1,750,000			1,750,000		$	0.09
Options granted					(0	)	$	0.10
Options exercised					(0	)	$	—
Options forfeited/expired		(0	)		(0	)	$	0.10
Options outstanding at June 30, 2008		1,750,000			1,750,000		$	0.09

At June 30, 2008 and 2007, there were no additional shares available for grant under the Plan, since the Plan had expired in 2005. The per share weighted-average fair value of stock options granted during 2005 was $0.02 on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0%, risk-free interest rate of 4.5%, expected volatility of 150% and an expected life of 5 years.

Through December 31, 2005, as permitted by SFAS No. 123, the Company applied the “intrinsic value” method outlined in APB Opinion No. 25 in accounting for its Plan and, accordingly, no compensation cost was 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 loss would have been increased to the pro forma amounts indicated below:

	2005
NET INCOME (LOSS):
As Reported	$	(81,515	)
Pro Forma	$	(89,715	)
BASIC AND DILUTED LOSS:
As Reported	$	(0.00	)
Pro Forma	$	(0.00	)

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Effective January 1, 2006, the Company adopted SFAS 123R “Share Based Payments, using the modified prospective transition method to account for changes to the method of accounting for 1,750,000 vested options outstanding at the effective date. Estimated compensation cost related to vested options outstanding as of January 1, 2006 was recognized as additional paid-in capital. During the year ended December 31, 2006, 1,060,000 vested options expired or were cancelled, resulting in a reduction of compensation cost and additional paid-in capital. Net compensation cost recorded for the year ended December 31, 2006 was $11,725; net loss for the year was increased by a corresponding amount, or a basic and diluted loss per share of $0.00.

The grant-date fair value of vested options was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0%, risk-free interest rate of 4.5%, expected volatility of 100% and an expected life of 3 years.

At March 31, 2007 and December 31, 2006, the number of options exercisable and fully vested was 1,750,000. The weighted-average exercise price of those options was $0.09; the weighted average remaining contractual term was 3 years; and the aggregate intrinsic value was zero per share.

There were no warrants outstanding at June 30, 2008 or 2007.

(8) 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, although at the current time we are not party to any legal proceedings.

Operating Lease Commitments

The Company is not obligated under any leases as of June 30, 2008.

(9) Discontinued Operations

Substantially all of the operating assets of the Company were disposed in a transaction with DTS that was effective in July 2007.  The consolidated statements of operations for the years ended December 31, 2007, 2006 and 2005 have been restated, with no effects on previously reported net income (loss) or stockholders equity, to reflect separately, as discontinued operations, the activities related to the disposed assets.  The applicable portion of such data related to 2007 is summarized below.

	For the Three Month Period Ended				For the Six Month Period Ended
	June 30, 2008		June 30, 2007		June 30, 2008		June 30, 2007
Revenues :
Royalty Revenues	$	0	$	360,914	$	0	$	720,599
Cost of Revenues		0		31,312		0		62,805
Gross Profit		0		329,602		0		657,794
Operating Expenses :
General and Administrative		0		118,730		0		143,845
		0		118,730		0		143,845
Gain (Loss) from Discontinued Operations		0		210,872		0		513,949

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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, 2007, 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.

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

Executive Overview

Revenues decreased to $0 for the quarter ended June 30, 2008, compared to $360,914 for the quarter ended June 30, 2007, a decrease of 100%. Revenues were previously comprised of royalties pertaining to the licensing of Spatializer  audio signal processing algorithms and circuit designs. Revenues in the current quarter reflect the sale of all operating assets during 2007. Revenues are not expected to continue and a key issue discussed below is the wind-down of revenue streams in fiscal 2006 and fiscal 2007 due to the discontinuation of operations.

Net loss was $36,484 for the quarter ended June 30, 2008, ($0.00) basic and diluted per share, compared to a net gain of $149,768, $0.00 per share for the quarter ended June 30, 2007. The net loss for the current period is primarily the result of the sale of all of the Company’s operating assets during 2007.  There will be no more licensing revenue in the future under our former business model, as the assets of the Company were sold on July 2, 2007.

At June 30, 2008, we had $95,586  in cash and cash equivalents as compared to $582,000 at December 31, 2007. The decrease in cash resulted primarily from the company distributing $1,365,000, or .021 per share, to shareholders in April 2008.  Additionally, liquidated $1,000,000 in short term investments and contributed that $ towards the distribution.  We had working capital of $91,230 at June 30, 2008, as compared with working capital of $1,557,100 at December 31, 2007

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

Approach to MD&A

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

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

• to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and

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

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

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

• An outline of critical accounting policies

• A review of our corporate governance structure

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

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

• Disclosure on our internal controls and procedures

Operating Environment

We operate in a very difficult business environment. This environment impacts us in various ways, some of which are discussed below:

• Our Board of Directors determined it was in the Company’s and its stockholders’ interests to sell the Company’s Assets, and such asset sale was consummated on July 2, 2007.

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

Certain other risk factors are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 on file with the Securities and Exchange Commission.

In December 2005, our revenues were stagnant, with those from certain of our major customers winding down. Revenues from certain of our other customers appeared not to be sustainable in the future. In December 2005, two of our three independent directors resigned and the Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Secretary resigned from all positions held with the Company other than as a director, Chairman and Secretary. For these and other reasons, and after exploring other exit strategies and opportunities, our Board of Directors concluded in December 2005 to attempt to sell the Company either through a sale of assets or a sale of multiple, non-exclusive perpetual licenses with a subsequent sale of the residual assets and engaged Strategic Equity Group, Inc. to assist us in this endeavor. After a long process of negotiation and stockholder approval, the assets were sold to a subsidiary of DTS, Inc on July 2, 2007. The transaction included a nine month window within which to file any claims for breaches of our representations and warranties. Although we believed our representations and warranties to be true and complete, it was possible that an unforeseen claim may arise that could put financial demands on the Company.

We had no source(s) of revenue beginning in the third quarter of 2007. Based on current and forecasted operating levels, we do not believe that we can maintain our liquidity position at a consistent level, on a short-term or long-term basis, without a new business model and outside funding. As such, we have marshaled our assets and satisfied our liabilities and, after the contractual nine month indemnification period relating to the sale of assets on July 2, 2007, other than a small cash residual, distributed the remaining cash assets of the Company ($1,365,000) or .021/share.

Upon distribution of the cash assets, each of Messrs. Mandell and Civelli resigned from the Board of Directors and the new investor group involved in the April 25, 2007 stock offering took control of management of the Company on April 28, 2008. Although there is no assurance thereof, the new investors in the Company may bring forth their own plan in the future regarding the direction of the Company. Should the new management believe it in the Company’s and stockholders’ best interests to raise additional financing to pursue, such new financing is likely to dilute existing stockholders. Stockholders at the special meeting held on June 15, 2007 approved amending the Company’s charter and gave the Board of Directors authority to affect a substantial reverse stock split at the time of its choosing and to increase the number of authorized common and preferred shares. While a new financing and new business model, if affected, could be successful, there is no assurance this will occur.

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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. Royalty revenues are recognized upon shipment of products incorporating the related technology by the original equipment manufacturers (OEMs) and foundries. These revenues are reported to us by our licensees in formal, written royalty reports, which serve as the basis for our quarterly revenue accruals. Infrequently, certain written reports are received after our required reporting deadlines, sometimes due to contractual requirements. In such cases, management tries to obtain verbal reports or informal reports from the Licensee. In the absence of such information, management may utilize conservative estimates based on information received or historical trends. In such isolated cases, management strives to under-estimate such revenues to err on the side of caution. In the event such estimates are used, the revenue for the following quarter is adjusted based on receipt of the written report. In addition, any error in Licensee reporting, which is very infrequent, is adjusted in the subsequent quarter when agreed by both parties as correct.

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) are 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 our long-lived assets. The Company continually reviews the recoverability of the carrying value of long-lived assets using the methodology prescribed in Statement of Financial Accounting Standards (SFAS) 144, “Accounting for the Impairment and Disposal of Long-Lived Assets.” The Company also reviews long-lived assets and the related intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon such an occurrence, recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows to which the assets relate, to the carrying amount. If the asset is determined to be unable to recover its carrying value, then intangible assets, if any, are written down to fair value first, followed by the other long-lived assets. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending on the nature of the assets. Our intangible assets consist primarily of patents. We capitalize all costs directly attributable to patents and trademarks, consisting primarily of legal and filing fees, and amortize such costs over the remaining life of the asset (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. Management believes, based on the negotiated purchase price for the sales of its assets, that the fair value of its assets exceeds the recorded net carrying value.

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.

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Key Components of the Financial Statements and Important Trends

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

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

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

The Consolidated Statement of Cash Flows explains the actual sources and uses of cash. Some expenses of the Company, such as depreciation and amortization, do not result in a cash outflow in the current period, since the underlying patent expenditure or asset purchase was made years earlier. New capital expenditures, on the other hand, result in a disbursement of cash, but will be expensed in the Consolidated Statement of Operations over their useful lives. Fluctuations in receivables and payables also explain why the net change in cash is not equal to the net loss reported on the Statement of Operations. Therefore, it is possible that the impact of a net loss on cash is less or more than the actual amount of the loss. This is discussed further in MD&A under Liquidity and Capital Resources.

The Consolidated Statement of Changes in Stockholders’ Equity shows the impact of the operating results on the Company’s equity. In addition, this statement shows new equity brought into the Company through stock sales or stock option exercise. This is discussed further in MD&A under  Liquidity and Capital Resources.

Results of Operations

Continuing Operations

Loss from Continuing Operations

Loss from continuing operations for the three months ended June 30, 2008 was $36,484, compared to a loss of $61,104 in the comparable period last year.

Operating Expenses

Operating expenses for continuing operations in the three months ended June 30, 2008 were $37,999, compared to operating expenses of $64,005 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.

Discontinued Operations

Revenues

Revenues from discontinued operations decreased to $0 for the quarter ended June 30, 2008, compared to $360,914 for the quarter ended June 30, 2007, a decrease of 100%. The decreased revenue is the result of the cessation of business activities during 2007.

Loss from Discontinued Operations

Loss from discontinued operations for the three months ended June 30, 2008 was $0, compared to income of $210,872 in the comparable period last year.

Operating Expenses

Operating expenses for discontinued operations in the three months ended June 30, 2008 were $0, compared to operating expenses of $118,730 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.

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Research and Development

Research and Development expenses for discontinued operations in the three months ended June 30, 2008 were $0, compared to research and development expenses of $0 in the comparable period last year.

Sales and Marketing

Sales and Marketing expenses for discontinued operations in the three months ended June 30, 2008 were $0, compared to sales and marketing expenses of $0 in the comparable period last year.

Net Income (Loss)

Net loss was $36,484 for the quarter ended June 30, 2008, $(0.00) basic and diluted per share, compared to net income of $149,768 or $0.00 per share, for the quarter ended June 30, 2007. The decrease for the current period is primarily the result of the cessation of operations in 2007.

At June 30, 2008, we had $ 95,586 in cash and cash equivalents as compared to $582,000 at December 31, 2007. The decrease in cash resulted primarily from the use of cash to sustain ongoing expenses and a $1,365,000 ($.021 per share) cash distribution that as paid to shareholders in April 2008.  Additionally, we contributed $1,000,000 from the sale of short term investments as as part of the distribution.  We had working capital of $91,230 at June 30, 2008, as compared with working capital of $1,557,100 at December 31, 2007.

Based on current and projected operating levels, we no longer believe that we can maintain our liquidity position at a consistent level, on a short-term or long-term basis. As such, we do not believe our current cash reserves and cash generated from our existing operations and customer base are sufficient for us to meet our operating obligations and the anticipated additional research and development for our audio technology business for at least the next 12 months.

There is no current source of future cash flow for the Company as we sold substantially all of our audio assets and those of our wholly owned subsidiary, Desper Products, Inc. (“DPI”), on July 2, 2007.

Based on current and projected operating levels, we do not believe that we can maintain our liquidity position at a consistent level, on a short-term or long-term basis, without a new business model and outside funding. As such, we intend to marshal our assets and after a contractual nine month indemnification period relating to the sale of assets on July 2, 2007, we distributed April 22, 2008 the remaining cash assets of the Company, after satisfying liabilities and leaving a small cash residual. Upon distribution of the cash assets, each of Messrs. Mandell and Civelli resigned April 28, 2008, from the Board of Directors and the new investor group involved in the April 25, 2007 stock offering took control of management of the Company. Although there is no assurance thereof, the new investors in the Company may bring forth their own plan in the future regarding the direction of the Company, including new, revenue generating businesses. In September 2006, the Company and DPI entered into an Asset Purchase Agreement with DTS, Inc. and a wholly owned subsidiary thereof pursuant to which we agreed to sell substantially all of our assets (other than certain excluded assets, such as cash). The consummation of the asset sale was subject to approval of holders of a majority of the outstanding shares of the Common Stock of the Company. In April 2007, the Company sold an aggregate of 16,236,615 shares of its Common Stock to certain investors.

The Company held a special meeting of stockholders on June 15, 2007 to vote on the asset sale transaction but not with respect to the dissolution of the Company. The asset sale transaction was approved. The asset sale transaction closed on July 2, 2007

Net Operating Loss Carry forwards

At December 31, 2007, we had net operating loss carry-forwards for Federal income tax purposes of approximately $26,000,000 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.  As a result of the events described in Item 5 and the resulting change of control of the Company, it is expected that these net operating loss carry-forwards will not be utilized to offset taxable income generated by the Company after 2007 ..

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Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements.” SFAS 157 replaces the different definitions of fair value in the accounting literature with a single definition. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 is effective for fair-value measurements already required or permitted by other standards for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS 157 effective January 1, 2008; the adoption had no material effects on its financial position, results of operations and cash flows.

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, 2008. A hypothetical decrease of 100 basis points in interest 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 4T. Controls and Procedures

As of June 30, 2008, the Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934.  Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report were ineffective.

As of December 31, 2007 and March 31, 2008, the Company had identified a material weakness in its internal control over financial reporting related to lack of segregation of duties. To address this material weakness, after current management gained control of the Company in April 2008, the Company appointed a Chief Financial Officer so that the respective duties of the principal executive officer and principal financial officer (unlike recent prior years) are now segregated and there are three functioning directors.  In fact, the Company is no longer a one person operation, there now being three people involved in any Company financial transactions.  Specifically, all bills are sent to the bookkeeper and the President/CEO authorizes all expenditures, checks are then drawn by the bookkeeper for payment based on such authorization and, finally, the CFO actually signs the check and distributes.  In addition, with regard to all expenditures, the President/CEO has never signed a check, the CFO can not sign a check unless the bookkeeper has prepared and the bookkeeper has no check signing authority.  With regard to revenues, since the Company has discontinued operations, its only function being to find a merger partner, revenues are minimal (currently interest only) and the foregoing internal process, put in place during 2008, reflects a substantive improvement over that of recent prior years. Consequently, based upon the Company’s evaluation, under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, it has been concluded that the material weakness in internal control existing as of December 31, 2007 and March 31, 2008 has been remediated as of June 30, 2008.

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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 30, 2008, 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, 2007, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. SUBSEQUENT EVENTS

As previously approved by shareholders, The Board of Directors has declared that a 1 for 10 reverse split should be implemented as soon as practicable. Shareholders will be notified of the record date as soon as all regulatory notifications have been completed.

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As previously reported in an April 26, 2007 Form 8-K filing, Registrant entered into a Common Stock Purchase Agreement dated April 25, 2007 (the “SPA”) with Jay A. Gottlieb, Greggory A. Schneider and Helaine Kaplan (collectively, the “Investors”) pursuant to which Registrant sold and the Investors collectively purchased 16,236,615 shares of common stock of Registrant for an aggregate purchase price of $422,152.15. Of the total shares sold to the Investors, Mr. Gottlieb purchased 8,739,115 shares of Registrant’s common stock for an aggregate purchase price of $227,217.15. Pursuant to the SPA, Registrant agreed, after the sale of substantially all of its assets to DTS, Inc. and its subsidiary (the “Asset Sale”), to take such corporate actions as may be reasonably required to appoint Mr. Gottlieb or other designee of the Investors to the Board of Directors. The Asset Sale was consummated on July 2, 2007. On August 13, 2007, the Board of Directors appointed Jay A. Gottlieb as a director of Registrant.

There are no family relationships between Mr. Gottlieb and any director or executive officer of Registrant or any of its subsidiaries. Other than as stated herein, neither Mr. Gottlieb nor any member of his immediate family has engaged in any transactions with Registrant of the sort described under Item 404(a) of Regulation S-K.

As contemplated under the SPA, Registrant distributed substantially all of its remaining cash assets to its stockholders on April 22, 2008, after satisfying its liabilities and leaving a $109,915 cash residual. Effective April 28, 2008, Henry Mandell and Carlo Civelli resigned from the Board of Directors of Registrant, the only Director then remaining on the Board being Mr. Gottlieb. As permitted under Delaware law, specific provisions of Registrant’s Bylaws and provided for in the SPA, on April 29, 2008, Mr. Gottlieb appointed Messrs. Greggory Schneider and Michael Pearce to fill out the terms of Messrs. Mandell and Civelli until the next election of Directors. Concurrently, the following officerships were also assigned, effective immediately: Mr. Gottlieb (Chairman of the Board, Secretary and Treasurer) and Mr. Schneider (Chief Financial Officer). As a result of the foregoing resignations and appointments, Registrant experienced a change in control. Such Change of Control was the subject of Schedule 14-F Information Statement filed with the SEC on May 7, 2008 and sent shareholders on or about May 16, 2008.

ITEM 6. EXHIBITS

31 Rule 13a-14(a)/15d-14(a) Certification

32 Section 1350 Certification

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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: May 6, 2009

SPATIALIZER AUDIO

LABORATORIES, 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

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Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Jay Gottlieb, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Spatializer Audio Laboratories, Inc. (“registrant”) for the period ended June 30, 2008;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2009

/s/ Jay Gottlieb                                               

Jay Gottlieb

Chairman of the Board, President, Secretary,

Treasurer and Principal Executive Officer

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Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Greggory Schneider, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Spatializer Audio Laboratories, Inc. (“registrant”) for the period ended June 30, 2008;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2009

/s/ Greggory Schneider                                  

Greggory Schneider

Director, Chief Financial and Principal

Financial Officer

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Exhibit 32.1

SECTION 1350 CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the undersigned officer of Spatializer Audio Laboratories, Inc. (the “Company”) hereby certifies with respect to the Quarterly Report on Form 10-Q/A of the Company for the quarter ended June 30, 2008 as filed with the Securities and Exchange Commission (the “10-Q Report”) that to his knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 6, 2009

/s/ Jay Gottlieb                                                

Jay Gottlieb

Chairman of the Board, President, Secretary,

Treasurer and Principal Executive Officer 

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Exhibit 32.2

SECTION 1350 CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the undersigned officer of Spatializer Audio Laboratories, Inc. (the “Company”) hereby certifies with respect to the Quarterly Report on Form 10-Q/A of the Company for the quarter ended June 30, 2008 as filed with the Securities and Exchange Commission (the “10-Q Report”) that to his knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 6, 2009

/s/ Greggory Schneider                                  

Greggory Schneider

Director, Chief Financial and Principal

Financial Officer 

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