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): February 21, 2007

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		91362-1376
(Address of principal corporate offices)		(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 8.01 Other Events.

     Registrant’s previously adjourned annual meeting of stockholders reconvened on February 21, 2007. At that meeting, Henry Mandell was re-elected as a director of Registrant for a three year term. While the shares voted at the meeting were overwhelmingly in favor of both the proposal to sell the assets of Registrant and its wholly owned subsidiary, Desper Products, Inc., and the proposal to dissolve Registrant, those proposals were not approved because the requisite vote needed to pass such proposals was not obtained. The proposal to ratify the appointment of Farber & Hass was not voted upon at such meeting as such firm had resigned as the independent auditors of Registrant prior to the reconvened meeting as previously disclosed by Registrant in its Securities and Exchange Act filings. The Board of Directors of Registrant is considering various alternatives relating to Registrant ’s business operations. A press release relating to the foregoing was made on February 22, 2007, a copy of which is furnished herewith as Exhibit 99.1.

     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) 99.1     Press release dated February 22, 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: February 23, 2007	By:	/s/ Henry R. Mandell
		Henry R. Mandell
		Chairman of the Board and Secretary

EXHIBIT LIST

99.1 Press release dated February 22, 2007

EX-99.1

Spatializer Audio Laboratories Announces Results of Stockholder Vote

     LOS ANGELES, Feb. 22 /PRNewswire-FirstCall/ — Spatializer Audio Laboratories, Inc. (OTC Bulletin Board: SPAZ — News; the “Company”) announced that its previously adjourned annual meeting of stockholders reconvened on February 21, 2007. At that meeting, Henry Mandell was re-elected as a director of Spatializer for a three year term. While the shares voted at the meeting were overwhelmingly in favor of both the proposal to sell the assets of Spatializer and its wholly owned subsidiary, Desper Products, Inc., and the proposal to dissolve Spatializer, those proposals were not approved because the requisite vote needed to pass such proposals was not obtained. The proposal to ratify the appointment of Farber & Hass was not voted upon as such firm had resigned as the independent auditors of Spatializer prior to the reconvened meeting as previously disclosed by Spatializer in its Securities and Exchange Act filings. The Board of Directors of Spatializer is considering various alternatives relating to Spatializer’s business operations.

About Spatializer

     Spatializer Audio Laboratories Inc. is 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 is incorporated into consumer electronics audio and video products, PC and mobile phone handsets from several global brand leaders. 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(R) is a registered trademark of Desper Products Inc. All other trademarks are the property of their respective owners.