8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):       March 28, 2007

Spatializer Audio Laboratories, Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of	000-26460 (Commission File Number)	95-4484725 (IRS Employer Identification No.)
incorporation)

2060 East Avenida de Los Arboles, # D190, Thousand Oaks, California
(Address of principal corporate offices) 91362-1376
(Zip Code)

Registrant’s telephone number, including area code: (408) 453-4180

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     Item 2.02. Results of Operations and Financial Condition.

     On March 28, 2007, Registrant issued a press release announcing its financial results for the fiscal year ended December 31, 2006. A copy of the press release is attached as Exhibit 99.1.

     The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report, including the exhibit hereto, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

     Forward Looking Statements. The statements in this Form 8-K Current Report contain certain “forward looking statements” within the meaning of Section 27A of the Securities and Exchange Act of 1993, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that involve risks and uncertainties. Any statements contained herein (including, without limitation, statements to the effect that Registrant or management “estimates,” “expects,” “intends,” “continues,” “may,” or “will” or statements concerning “potential” or variations thereof or comparable terminology or the negative thereof), that are not statements of historical fact should be construed as forward looking statements. These forward-looking statements are based on our management’s current views and assumptions and information currently available to management. While Registrant believes that its expectations are based upon reasonable assumptions, there can be no assurances that Registrant’s financial goals or the transactions described herein will be realized. Numerous uncertainties and risk factors may affect Registrant’s actual results and may cause results to differ materially from those expressed in forward-looking statements made by or on behalf of Registrant. These uncertainties and risk factors include, but are not limited to, intense competition and pricing pressure, complete dependence on product shipments of third-party licensees and the timing and execution of their marketing plans, delay in revenue streams due to delays in new product development, fluctuating operating results and its effect on sustainable operations, the availability of additional capital, and other risks detailed from time to time in Registrant’s periodic reports filed with the Securities and Exchange Commission.

     Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

     99.1 Press release of Spatializer Audio Laboratories, Inc. dated March 28, 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Spatializer Audio Laboratories, Inc.
Date: April 2, 2007	By:	/s/ Henry R. Mandell
		Henry R. Mandell
		Chairman of the Board and Secretary

EXHIBIT LIST

99.1       Press release dated March 28, 2007

EX-99.1

Exhibit 99.1

Press Release Source: Spatializer Audio Laboratories, Inc.

Spatializer Audio Laboratories Announces Year End and Fourth Quarter Financial Results

Wednesday March 28, 8:30 am ET

LOS ANGELES, March 28 /PRNewswire-FirstCall/ — Spatializer Audio Laboratories, Inc. (OTC Bulletin Board: SPAZ — News; the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2006.

Revenues decreased to $333,000 for the year ended December 31, 2006 compared to $1,192,000 for the year ended December 31, 2005, a decrease of 72%. Revenue decreased in the fourth quarter ended December 31, 2006 to $72,000 from $161,000 in the comparable quarter last year, a decrease of 56%. The decrease in revenue resulted partially from the absence of recognition of deferred revenue in the current year, as compared to 2005, in which a royalty advance received during 2004 was recognized. In addition, programs were not renewed or extended due to the termination of operations of the Company in January 2006. Existing revenues are derived from legacy licensing programs and are expected to wind down.

The net loss was $353,000, ($0.01 per share basic) for the year ended December 31, 2006, compared to net loss of $82,000 ($0.00 per share basic) for the year ended December 31, 2005. The increased net loss for the current period is primarily the result of lower revenue, partially offset by lower overhead. The net loss in the fourth quarter ended December 31, 2006 was $54,000, ($0.00 per share basic), compared to a net loss of $186,000, ($0.00 per share basic), in the comparable period last year. The reduced net loss results from sharply reduced expenses.

At December 31, 2006, the Company had $229,000 in cash and cash equivalents as compared to $551,000 at December 31, 2005. The decrease in cash primarily resulted from the net loss. We had working capital of $242,000 at December 31, 2006 as compared with working capital of $560,000 at December 31, 2005. In February 2007, a licensee exercised its right to purchase additional usage of our technology, under an original license signed in August 2004. As a result, we received approximately $563,000 after commissions and local country and city income tax.

About Spatializer

Spatializer Audio Laboratories Inc. was a developer, licensor and marketer of next-generation audio technologies for the consumer electronics, computing and mobile communication markets. The company’s advanced audio technology has been incorporated into consumer electronics audio and video products, PC and mobile phone handsets from several global brand leaders. The Company has ceased operations and is awaiting stockholder approval for the sale of its assets. Spatializer stock is traded on the OTC Bulletin Board under the symbol: SPAZ. The company is headquartered in Thousand Oaks, CA. Further information may be obtained from Spatializer’s SEC filings, and by contacting the company’s Investor Relations Department at investor@spatializer.com.

Safe Harbor Act Statement Under the Private Securities Litigation Reform Act of 1995: Certain information in this press release are forward looking statements that are based on management’s belief, as well as assumptions made by, and information currently available to management. While the company believes that its expectations are based upon reasonable assumptions, there can be no assurances that the company’s financial goals will be realized. Numerous uncertainties and risk factors may affect the company’s actual results and may cause results to differ materially from those expressed in forward-looking statements made by or on behalf of the company. These uncertainties and risk factors include, but are not limited to the continued need for additional capital, loss of key personnel, dependence on new technology and intellectual property, dependence on the PC and consumer electronics industries, dependence on product shipments of third-party licensees, dependence on third-party technology integrators or chip suppliers, competition and pricing pressures,

and other risks detailed from time to time in the company’s periodic reports filed with the Securities and Exchange Commission.

     NOTE: Desper Products Inc. is a wholly owned subsidiary of Spatializer Audio Laboratories Inc. Spatializer^® is a registered trademark of Desper Products Inc. All other trademarks are the property of their respective owners.

SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2006			2005
ASSETS
Current Assets:
Cash and Cash Equivalents	$	228,940		$	550,633
Accounts Receivable		74,828			155,233
Prepaid Expenses and Other Current Assets		25,073			34,104
Total Current Assets		328,841			739,970
Property and Equipment, Net		3,477			18,403
Intangible Assets, Net Held for Sale		131,258			138,548
Total Assets	$	463,576		$	896,921
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes Payable		9,670			10,443
Accounts Payable		32,136			14,195
Accrued Wages and Benefits		3,169			48,095
Accrued Professional Fees		41,900			34,000
Accrued Commissions		200			31,917
Accrued Expenses		0			40,869
Total Current Liabilities		87,075			179,519
Commitments and Contingencies
Stockholders’ Equity (Deficit):
Common shares, $0.01 par value;
65,000,000 shares authorized;
48,763,383 shares issued and outstanding at December 31, 2006 and 2005, respectively		469,772			469,772
Additional Paid-In Capital		46,441,755			46,430,030
Accumulated Deficit		(46,535,026	)		(46,182,400	)
Total Stockholders’ Equity		376,501			717,402
Total Liabilities and Stockholders’ Equity	$	463,576		$	896,921

SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2006			2005			2004
Revenues:
Royalty Revenues	$	333,201		$	1,192,447		$	1,105,923
Cost of Revenues		897			106,062			111,395
		332,304			1,086,385			994,528
Operating Expenses:
General and Administrative		526,865			670,124			615,412
Research and Development		157,739			354,138			393,004
Sales and Marketing		1,241			152,473			137,889
		685,845			1,176,735			1,146,305
Operating Loss		(353,541	)		(90,350	)		(151,777	)
Interest Income		6,730			13,230			4,982
Interest Expense		(2,266	)		(5,269	)		(10,295	)
Other Income (Expense), Net		1,251			0			0
		5,715			7,961			(5,313	)
Loss Before Income Taxes		(347,826	)		(82,389	)		(157,090	)

Income Taxes		(4,800	)		874			(400	)
Net Loss	$	(352,626	)	$	(81,515	)	$	(157,490	)
Basic and Diluted Loss per Share:	$	(.01	)	$	(.00	)	$	(.00	)
Weighted-Average Shares Outstanding		48,763,385			46,990,059			46,975,363

Source: Spatializer Audio Laboratories, Inc.