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 31, 2008

Spatializer Audio Laboratories, Inc.

(Exact name of Registrant as specified in its charter)

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

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 31, 2008, Registrant issued a press release announcing its financial results for the fiscal year ended December 31, 2007. 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 31, 2008

 

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: March 31, 2008	By:	/s/ Henry R. Mandell
		Henry R. Mandell
		Chairman of the Board and Secretary

EXHIBIT LIST

          99.1            Press release dated March 31, 2008

EX-99.1

Exhibit 99.1

CONTACT: INVESTOR RELATIONS

Henry R. Mandell, Chairman

Spatializer Audio Laboratories, Inc.

spatializeraudiolabs@yahoo.com

SPATIALIZER AUDIO LABORATORIES ANNOUNCES
YEAR END AND FOURTH QUARTER FINANCIAL
RESULTS

Los Angeles, Calif., March 31, 2008- Spatializer Audio Laboratories, Inc. (OTC Bulletin Board: SPAZ) (the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2007.

     Revenues increased to $751,000 for the year ended December 31, 2007 compared to $333,000 for the year ended December 31, 2006, an increase of 216%. Revenues are almost entirely comprised of royalties pertaining to a one time agreement extension of the licensing of Spatializer^® audio signal processing algorithms. Revenue in the fourth quarter ended December 31, 2007 was $0, compared to revenue of $72,000 in the comparable period last year. The decline in revenue results from the sale of all revenue producing assets in July 2007.

     Net income was $807,000 ($0.01 basic and diluted per share)for the year ended December 31, 2007 compared to net loss of $353,000 (($0.01) basic per share) for the year ended December 31, 2006. Net income for the current period is primarily the result of the sale of assets, a one time licensing extension and lower operating expenses. The net loss in the fourth quarter ended December 31, 2007 was ($48,000), ($0.00 per share basic) ,compared to a net loss of $54,000, ($0.00 per share basic), in the comparable period last year. The reduced net loss results from sharply reduced expenses, partially offset by no gross margin in the current period as a result of the asset sale earlier in the year.

     At December 31, 2007, the Company had $582,000 in cash and cash equivalents, as compared to $229,000 at December 31, 2006. The increase in cash resulted primarily from the asset sale and stock sale. The Company also had $1,000,000 in a certificate of deposit at Citibank which matured in February 2008. The Company had working capital of $1,557,000 at December 31, 2007 as compared with working capital of $242,000 at December 31, 2006.

   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 spatializeraudiolabs@yahoo.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.

-more-

SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2007			2006
ASSETS
Current Assets:
Cash and Cash Equivalents	$	582,019		$	228,940
Short-Term Investments		1,000,000			0
Accounts Receivable		0			74,828
Prepaid Expenses and Other Current Assets		22,989			25,073
Total Current Assets		1,605,008			328,841
Property and Equipment, Net		0			3,477
Intangible Assets, Net Held for Sale		0			131,258
Total Assets	$	1,605,008		$	463,576
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes Payable		9,680			9,670
Accounts Payable		900			32,136
Accrued Wages and Benefits		1,323			3,169
Accrued Professional Fees		36,000			41,900
Accrued Commissions		0			200
Accrued Expenses		0			0
Total Current Liabilities		47,903			87,075
Commitments and Contingencies
Stockholders’ Equity (Deficit):
Common shares, $0.01 par value; 300,000,000 shares authorized; 65,000,000 and 48,763,383 shares issued and outstanding at December 31, 2007 and 2006, respectively		650,000			487,634
Additional Paid-In Capital		46,634,856			46,423,893
Accumulated Deficit		(45,727,751	)		(46,535,026	)
Total Stockholders’ Equity		1,557,105			376,501
Total Liabilities and Stockholders’ Equity	$	1,605,008		$	463,576

See accompanying notes to consolidated financial statements

SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2007			2006			2005
Revenues:
Royalty Revenues	$	750,706		$	333,201		$	1,192,447
Cost of Revenues		63,269			897			106,062
		687,437			332,304			1,086,385
Operating Expenses:
General and Administrative		433,667			526,865			670,124
Research and Development		0			157,739			354,138
Sales and Marketing		0			1,241			152,473
		433,667			685,845			1,176,735
Operating Income (Loss)		253,770			(353,541	)		(90,350	)
Interest Income		40,740			6,730			13,230
Interest Expense		(2,311	)		(2,266	)		(5,269	)
Gain On Sale of Assets		515,077			0			0
Other Income (Expense), Net		0			1,251			0
		553,506			5,715			7,961
Income (Loss) Before Income Taxes		807,276			(347,826	)		(82,389	)
Income Taxes		0			(4,800	)		874
Net Income (Loss)	$	807,276		$	(352,626	)	$	(81,515	)
Basic and Diluted Income (Loss) per Share:	$	.01		$	(.01	)	$	(.00	)
Weighted-Average Shares Outstanding		59,884,354			48,763,385			46,990,059

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