0001477932-12-000991.txt : 20120402 0001477932-12-000991.hdr.sgml : 20120402 20120402103308 ACCESSION NUMBER: 0001477932-12-000991 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHNEIDER GREGGORY A CENTRAL INDEX KEY: 0001252699 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 9646 LAWLEN WAY CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC CENTRAL INDEX KEY: 0000890821 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954484725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53543 FILM NUMBER: 12731651 BUSINESS ADDRESS: STREET 1: 2025 GATEWAY PLACE STREET 2: SUITE 365 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 3102273370 MAIL ADDRESS: STREET 1: 2625 TOWNSGATE ROAD STREET 2: SUITE 330 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 SC 13D/A 1 gs_sc13da.htm FORM SC 13D/A gs_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
 
 
Spatializer Audio Laboratories, Inc.
  
 
(Name of Issuer)
  
     
 
Common Shares
  
 
(Title of Class of Securities)
  
     
 
84725L101
  
 
(CUSIP Number)
  
     
 
Greggory Schneider
10445 Wilshire Blvd.  #1806
Los Angeles, CA  90024
310-365-8900
  
 
(Name, Address and Telephone Number of Person Authorized to
  
 
Receive Notices and Communications)
  
     
 
August 25, 2011
 
 
(Date of Event which Requires Filing of this Statement)
  
     
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See · 240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
SCHEDULE 13D
84725L101
 
1
NAME OF REPORTING PERSON:
 
Greggory Schneider
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)  o  
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
 
On August 25, 2011, Issuer converted $67,451 debt owed to two of the Issuer’s Directors, including the Reporting Person, at the 08/19/11 closing price of $0.0155. In addition, an additional $20,000 investment was made by the Reporting Person. The aggregate shares issued were the following: 2,334,516 to the Reporting Person and 3,307,484 to the Issuer’s other Director, Jay Gottlieb. (For more details, see the Form 8-K filed 9/11/11.)
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
3,275,629
8
SHARED VOTING POWER
 
N/A
9
SOLE DISPOSITIVE POWER
 
3,275,629
10
SHARED DISPOSITIVE POWER
 
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,275,629
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
26.98%
14
TYPE OF REPORTING PERSON
 
IN
 
 
2
 
 
Item 1. Security and Issuer
 
Common Shares
SPATIALIZER AUDIO LABORATORIES, INC
410 Park Avenue – 15th Floor
New York, NY  10022
 
Item 2. Identity and Background.
 
(a)
Name:  Greggory Schneider
 
(b)
Residence or business address:  
 
10445 Wilshire Blvd. #1806 Los Angeles, CA  90024
 
(c)
Present Principal Occupation or Employment:  Investor
 
(d)
Criminal Conviction:  none
 
(e)
Court or Administrative Proceedings:  none
 
(f)
Citizenship:  USA
 
Item 3. Source and Amount of Funds or Other Consideration:
 
On August 25, 2011, Issuer converted $67,451 debt owed to two of the Issuer’s Directors, including the Reporting Person, at the 08/19/11 closing price of $0.0155. In addition, an additional $20,000 investment was made by the Reporting Person. The aggregate shares issued were the following: 2,334,516 to the Reporting Person and 3,307,484 to the Issuer’s other Director, Jay Gottlieb. (For more details, see the Form 8-K filed 9/11/11.)
 
Item 4. Purpose of Transaction
 
Mr. Schneider is CFO and a director of the Issuer. The Reporting Person is a control person and has acquired these shares for investment purposes.
 
 
3
 
 
(a)
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
n/a
 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
n/a
 
(c)
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
n/a
 
(d)
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
n/a
 
(e)
Any material change in the present capitalization or dividend policy of the issuer;
n/a
 
(f)
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
n/a
 
(g)
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
n/a
 
(h)
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
n/a
 
(i)
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
n/a
 
(j)
Any action similar to any of those enumerated above.
n/a

 
4
 
 
 
Item 5. Interest in Securities of the Issuer.
 
(a)
3,275,629 Common Shares
26.98%
 
(b)
Not applicable.
 
(c)
Not applicable.
 
Transaction Date: 08/25/2011
 
On August 25, 2011, Issuer converted $67,451 debt owed to two of the Issuer’s Directors, including the Reporting Person, at the 08/19/11 closing price of $0.0155. In addition, an additional $20,000 investment was made by the Reporting Person. The aggregate shares issued were the following: 2,334,516 to the Reporting Person and 3,307,484 to the Issuer’s other Director, Jay Gottlieb. (For more details, see the Form 8-K filed 9/11/11.)

(d)
Not applicable.
 
(e)
Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Mr. Schneider is an officer and director of the Issuer .
 
Item 7. Material to be Filed as Exhibits.
 
None.
 
 
 
5
 
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
  Greggory Schneider  
       
Date:   March 28, 2012
By:
/s/ Greggory Schneider  
    Greggory Schneider  
 
 
 
 
6