10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2013

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.)

410 Park Avenue–15th Floor 

New York, New York 10022

(Address of principal corporate offices)

Telephone Number: (212)  231-8359

(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: YesþNo 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	Smaller reporting company   x
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes x  No o

As of May 2, 2013, there were 12,142,000 shares of the Registrant’s Common Stock outstanding.

SPATIALIZER AUDIO LABORATORIES, INC.

Quarterly Report on Form 10-Q

For the Three Months Ended March 31, 2013

INDEX

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of March 31, 2013 and December 31, 2012  (Unaudited)	3
	Condensed Statements of Operations for the Three Months Ended March 31, 2013  and 2012 (Unaudited)	4
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 (Unaudited)	5
	Notes to Unaudited Financial Statements	6-7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8-10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II. OTHER INFORMATION		12
Signatures		14
Exhibits

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PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

SPATIALIZER AUDIO LABORATORIES, INC.

CONDENSED BALANCE SHEETS

(unaudited)

	March 31, 2013			December 31, 2012
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1,160		$	1,381
Other Current Assets		4,219			4,219
Total Current Assets		5,379			5,600
Total Assets	$	5,379		$	5,600
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Liabilities	$	10,143		$	17,666
Loans from Stockholders		20,000			8,000
Total Current Liabilities		30,143			25,666
Commitments and Contingencies
Stockholders’ Equity (Deficit):
Preferred shares, $.01 par value, 1,000,000 shares authorized, none issued and outstanding		--			--
Common shares, $.01 par value, 300,000,000 shares authorized, 12,142,000 shares issued and outstanding		121,420			121,420
Additional Paid-In Capital		47,250,887			47,250,887
Accumulated Deficit		(47,397,071	)		(47,392,373	)
Total Stockholders’ Equity (Deficit)		(24,764	)		(20,066)
Total Liabilities and Stockholders’ Equity (Deficit)	$	5,379		$	5,600

 The accompanying notes are an integral part of these statements.

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SPATIALIZER AUDIO LABORATORIES, INC.

STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Month Period Ended
	March 31, 2013			March 31, 2012
O Operating Expenses :
G General and Administrative	$	4,698		$	4,045
O Operating Loss		(4,698	)		(4,045	)
InLoss Before Income Taxes		(4,698	)		(4,045	)
InIncome Taxes		0			0
N Net Loss	$	(4,698	)	$	(4,045	)
B Basic and Diluted Loss Per Share	$	(0.00	)	$	(0.00	)
WWeighted Average Shares Outstanding – Basic and Diluted		12,142,000			12,142,000

 The accompanying notes are an integral part of these statements.

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SPATIALIZER AUDIO LABORATORIES, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended
	March 31,
	2013			2012
Cash Flows from Operating Activities:
Net Loss	$	(4,698	)	$	(4,045	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net Change in Assets and Liabilities:
Accounts Payable and Accrued Liabilities		(7,523	)		(8,100	)
Net Cash Used In Operating Activities		(12,221	)		(12,145	)
Cash Flows from Financing Activities:
Loans from Stockholders		12,000			0
Decrease in Cash and Cash Equivalents		(221	)		(12,145	)
Cash and Cash Equivalents, Beginning of Period		1,381			18,231
Cash and Cash Equivalents, End of Period	$	1,160		$	6,086
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	148		$	0
Income Taxes		1,450			0

 The accompanying notes are an integral part of these statements.

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SPATIALIZER AUDIO LABORATORIES, INC.

Notes to Unaudited Financial Statements

(1) Ability to Continue as a Going Concern

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 410 Park Avenue--15th Floor, New York, New York 10022.

The foregoing interim financial information is unaudited and has been 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 ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Accordingly, your attention is directed to footnote disclosures found in the December 31, 2012 Annual Report and particularly to Note 2 thereof, which includes a summary of significant accounting policies.

The foregoing financial information has been prepared assuming that the Company will continue as a going concern. 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.

We are quoted on the OTCQB of the OTC Marketplace under the symbol “SPZR”.

(2) Significant Accounting Policies

Cash and Cash Equivalents — Cash equivalents consist of highly liquid investments with original maturities of three months or less.

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. Since the Company generated net losses in each of the periods presented, outstanding stock options would have been anti-dilutive and were not considered in these calculations.

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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.

Use of Estimates — Management of the Company has made 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 the Company’s current assets and liabilities approximate fair value due to their short maturity or nature.

(3) Income Taxes

At March 31, 2013, we had net operating loss carry-forwards for Federal income tax purposes of approximately $9,500,000 which were available to offset future Federal taxable income, if any, through 2031. These net operating loss carry forwards are subject to an annual limitation of approximately $1,000,000. Utilization of these loss carryforwards is subject to further limitation as a result of change in ownership of the Company, as defined by Federal tax law.

The Company’s income tax returns remain subject to examination for the years 2009 through 2012 for federal and state purposes.

(4) Subsequent Events

During April 2013, Jay Gottlieb, the Company’s President, loaned $5,000 to the Company on an interest-free basis to assist in funding its operating expenses. No other material subsequent events have occurred since March 31, 2013 that require recognition or disclosure in the financial statements.

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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, 2012, the audited financial statements and the notes thereto included in the Form 10-K and the unaudited interim financial statements and notes thereto included in this report. The Company plans to continue as a public entity and continues to seek merger, acquisition and business combination opportunities with other operating businesses or other appropriate financial transactions. Until such an acquisition or business combination is effectuated, the Company does not expect to have significant operations.

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 were $0 for the quarter ended March 31, 2013, compared to $0 for the quarter ended March 31, 2012.

Net loss was $4,698for the quarter ended March 31, 2013, compared to a net loss of $4,045 for the quarter ended March 31, 2012.

At March 31, 2013, we had $1,060 in cash and cash equivalents as compared to $1,381 at March 31, 2012. The decrease in cash resulted primarily from payment of liabilities and operating expenses incurred from the costs of maintaining the corporate entity as a public entity. We had negative working capital of $24,764 at March 31, 2013, as compared with working capital of $510 at March 31, 2012.

We ceased commercial operations in 2006.

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);

· 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; and

· Disclosure on our internal controls and procedures.

Operating Environment

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, 2012 on file with the Securities and Exchange Commission.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial 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.

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.

Key Components of the Financial Statements and Important Trends

The Company’s financial statements, including the Balance Sheets, the Statements of Operations, and the Statements of Cash Flows, 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.

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The 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. This is addressed further in MD&A under Liquidity and Capital Resources.

The 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 principles in the United States.

The Statement of Cash Flows explains the actual sources and uses of cash.

Results of Operations

Net Loss

Our net losses for the three months ended March 31, 2013 were $4,698, compared to net loss of $4,045 in the comparable period last year.

Operating Expenses

Operating expenses in the three ended March 31, 2013 were $4,698, compared to operating expenses of $4,045, in the comparable period last year.

Liquidity and Capital Resources

At March 31, 2013, we had $1,160 in cash and cash equivalents as compared to $1,381 at December 31, 2012. The decrease in cash resulted primarily from payment of liabilities and operating expenses incurred. We had negative working capital of $24,764 at March 31, 2013, as compared with negative working capital of $20,066 at December 31, 2012.

Based on current and projected operating levels, we believe that we can maintain our liquidity position at a consistent level, on a short-term basis. However, we do not believe our current cash reserves are sufficient for us to meet our operating obligations for more than 2-3 months without raising additional capital. There is no current source of future cash flow for the Company.

Net Operating Loss Carry forwards

At March 31, 2013, we had net operating loss carry-forwards for Federal income tax purposes of approximately $9,500,000 which were available to offset future Federal taxable income, if any, through 2031. These net operating loss carry forwards are subject to an annual limitation of approximately $1,000,000. Utilization of these loss carryforwards is subject to further limitation as a result of change in ownership of the Company, as defined by Federal tax law.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

The Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Office and Principal Financial Officer concluded that, as of March 31, 2013, these disclosure controls and procedures were effective to ensure that all information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

There were no changes in the Company’s internal controls over financial reporting, known to the Principal Executive Officer and Principal Financial Officer that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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. We are not involved in any legal proceedings that are expected to have a material adverse effect on our 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, 2012, 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. MINE SAFETY DISCLOSURES

None

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ITEM 6. EXHIBITS

31.1	CEO-Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
31.2	CFO-Certification Pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act  of 1934, as Amended
32.1	CEO-Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	CFO-Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of  2002

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

___________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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.

	SPATIALIZER AUDIO LABORATORIES, INC.
	(Registrant)
Dated: May 2, 2013	By:	/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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EX-31.1

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 of Spatializer Audio Laboratories, Inc. (“registrant”) for the period ended March 31, 2013;
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 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 assur- ance regarding the reliability of financial reporting and the preparation of financial state-ments 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 2, 2013	By:	/s/ Jay Gottlieb
		Jay Gottlieb
		Chairman of the Board, President, Secretary, Treasurer and Principal Executive Officer

EX-31.2

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 of Spatializer Audio Laboratories, Inc. (“registrant”) for the period ended March 31, 2013;
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(s) 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 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 assur- ance regarding the reliability of financial reporting and the preparation of financial state-ments 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 2, 2013	By:	/s/ Greggory Schneider
		Greggory Schneider
		Chief Financial Officer

EX-32.1

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 of the Company for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission (the “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 2, 2013	By:	/s/ Jay Gottlieb
		Jay Gottlieb
		Chairman of the Board, President, Secretary, Treasurer and Principal Executive Officer

EX-32.2

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 of the Company for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission (the “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 2, 2013	By:	/s/ Greggory Schneider
		Greggory Schneider
		Director, Chief Financial and Principal Financial Officer

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Subsequent Events

3 Months Ended

Mar. 31, 2013

Subsequent Events

Note 4 - Subsequent Events

During April 2013, Jay Gottlieb, the Company’s President, loaned $5,000 to the Company on an interest-free basis to assist in funding its operating expenses. No other material subsequent events have occurred since March 31, 2013 that require recognition or disclosure in the financial statements.

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

At March 31, 2013, we had net operating loss carry-forwards for Federal income tax purposes of approximately $9,500,000 which were available to offset future Federal taxable income, if any, through 2031. These net operating loss carry forwards are subject to an annual limitation of approximately $1,000,000. Utilization of these loss carryforwards is subject to further limitation as a result of change in ownership of the Company, as defined by Federal tax law.

The Company’s income tax returns remain subject to examination for the years 2009 through 2012 for federal and state purposes.

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CONDENSED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and Cash Equivalents	$ 1,160	$ 1,381
Other Current Assets	4,219	4,219
Total Current Assets	5,379	5,600
Total Assets	5,379	5,600
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities	10,143	17,666
Loans from Stockholders	20,000	8,000
Total Current Liabilities	30,143	25,666
Shareholders' Equity:
Preferred shares, $.01 par value, 1,000,000 shares authorized, none issued and outstanding
Common shares, $.01 par value, 300,000,000 shares authorized, 12,142,000shares issued and outstanding	121,420	121,420
Additional Paid-In Capital	47,250,887	47,250,887
Accumulated Deficit	(47,397,071)	(47,392,373)
Total Shareholders' Equity	(24,764)	(20,066)
Total Liabilities and Stockholders' Equity (Deficit)	$ 5,379	$ 5,600

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Ability to Continue as a Going Concern

3 Months Ended

Mar. 31, 2013

Ability To Continue As Going Concern

Note 1 - Ability to Continue as a Going Concern

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 410 Park Avenue--15th Floor, New York, New York 10022.

The foregoing interim financial information is unaudited and has been 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 ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Accordingly, your attention is directed to footnote disclosures found in the December 31, 2012 Annual Report and particularly to Note 2 thereof, which includes a summary of significant accounting policies.

The foregoing financial information has been prepared assuming that the Company will continue as a going concern. 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.

We are quoted on the OTCQB of the OTC Marketplace under the symbol “SPZR”.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Significant Accounting Policies

Note 2 - Significant Accounting Policies

Cash and Cash Equivalents — Cash equivalents consist of highly liquid investments with original maturities of three months or less.

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. Since the Company generated net losses in each of the periods presented, outstanding stock options would have been anti-dilutive and were not considered in these calculations.

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.

Use of Estimates — Management of the Company has made 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 the Company’s current assets and liabilities approximate fair value due to their short maturity or nature.

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CONDENSED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Shareholders' Equity:
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized shares	1,000,000	1,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized shares	300,000,000	300,000,000
Common stock, issued shares	12,142,000	12,142,000
Common stock, outstanding shares	12,142,000	12,142,000

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 02, 2013
Document And Entity Information
Entity Registrant Name	SPATIALIZER AUDIO LABORATORIES INC
Entity Central Index Key	0000890821
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,142,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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CONDENSED STATEMENTS OF OPERATIONS (unaudited) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating Expenses :
General and Administrative	$ 4,698	$ 4,045
Operating Loss	(4,698)	(4,045)
Loss Before Income Taxes	(4,698)	(4,045)
Income Taxes	0	0
Net (Loss)	$ (4,698)	$ (4,045)
Basic and Diluted Earnings Per Share	$ 0.00	$ 0.00
Weighted Average Shares Outstanding-Basic and Diluted	12,142,000	12,142,000

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Income Taxes (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013
Income Taxes Details Narrative
Operating Loss Carry Forward	$ 9,500,000
Operating loss carry forward annual limitation	Annual limitation of approximately $1,000,000
Federal future taxable income offset	2031

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CONDENSED STATEMENT OF CASH FLOWS (unaudited) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows from Operating Activities:
Net Loss	$ (4,698)	$ (4,045)
Net Change in Assets and Liabilities:
Accounts Payable and Accrued Liabilities	(7,523)	(8,100)
Net Cash Used In Operating Activities	(12,221)	(12,145)
Cash Flows From Financing Activities:
Loans from Officers	12,000	0
Increase in Cash and Cash Equivalents	(221)	(12,145)
Cash and Cash Equivalents, Beginning of Period	1,381	18,231
Cash and Cash Equivalents, End of Period	1,160	6,086
Supplemental Disclosure of Cash Flow Information:
Interest	148	0
Income Taxes	$ 1,450	$ 0

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Significant Accounting Policies Policies

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less.

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. Since the Company generated net losses in each of the periods presented, outstanding stock options would have been anti-dilutive and were not considered in these calculations.

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.

Use of Estimates

Management of the Company has made 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 the Company’s current assets and liabilities approximate fair value due to their short maturity or nature.