SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

  Mail Stop 3030

March 27, 2009
Via Facsimile and U.S. Mail

 Mr. Jay Gottlieb  Chairman of the Board and President Spatializer Audio Laboratories, Inc. 410 Park Avenue, 15
th Floor
New York, NY  10022
 Re: Spatializer Audio Laboratories, Inc.
Form 10-K for the Year Ended December 31, 2007
 Filed March 31, 2008 Forms 10-Q for the Quarter Ended September 30, 2008, June 30, 2008, and             September 30, 2008 File No.  000-264600

Dear Mr. Gottlieb:

We have reviewed your filings and your re sponse letter filed on Edgar on March 19, 2009
and we have the following comments. We have  limited our review to only your financial
statements and related disclosures and will make  no further review of your documents.  Where
indicated, we think you should re vise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
March 27, 2009 Page 2  Form 10-K for the Year Ended December 31, 2007

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 1. Please update your discussion of your results  of operation for each reporting period
presented based upon your restated financial st atements.  Refer to the guidance in Item
303(d) of Regulation S-K.  This comment is also applicable to your amended fiscal 2008
Forms 10-Q.
 Report of Independent Registered Public Acc ounting Firm, page 21 of proposed Form 10-K/A

 2. We note your response to prior comment 1 fr om our February 18, 2009 letter.  We note
that your current auditor will update its opinion on the 2007 and 2006 financial statements.  Please confirm that your predece ssor auditor will also update its opinion on
the 2005 financial statements included within th is filing to cover the restatement related
to reflecting the sale of your a ssets to DTS, Inc. in fiscal 2007 as discontinued operations.
The updated opinion should include an explanat ory paragraph referri ng to the restatement
of the 2005 financial statements.  Refer to the guidance in AU 420.12.
 Note 12.  Selected Quarterly Financial Data, page 36 of proposed Form 10-K/A

 3. Please revise your selected quarterly financia l data for each reporting period presented to
reflect the sale of your assets  to DTS, Inc. in fiscal 2007 as discontinued operations.
Please also include the disclosures required by paragraph 26 of SFAS  154 related to the
restatement within your selected quarterly fi nancial data.  Please label the selected
quarterly financial da ta “as restated.”
Item 9A(T)  Controls and Procedures, page 36 of proposed Form 10-K/A

 4. Please refer to prior comment 8 from our le tter dated February 18, 2009.  It is unclear
from your proposed disclosure the date on which you are assessing th e effectiveness of
your internal control over financial reporting.  For instance, we note from your proposed
disclosure that the company “believes that, as  of the date of [your] report, [your] system
of internal control over financial reporting was ineffective.”  As previously requested,
please revise your disclosure to include your  assessment of the effectiveness of your
internal control over financial reporting as of the end of the most recent fiscal year , which
in your case is December 31, 2007.
 5. Further to the above, it is al so unclear from your proposed disclosure the date on which
you are assessing the effectiven ess of your disclosure controls and procedures.  For
instance, we note from your proposed disclosure  that your management “as of the date of
this Amended quarterly report, …have concluded that [your] disclosure controls and
procedures as the end of the period cover by [ your] report were effectiv e...” Please revise

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
March 27, 2009 Page 3
your disclosure to include your assessment of the effectiveness of di sclosure controls and
procedures as of the end of the most recent fiscal year, which in your case is December
31, 2007.
 6. We further note your management has contin ued to conclude th at your disclosure
controls and procedures were effective as of the end of th e fiscal year even though you
failed to provide management’s report on inte rnal control over financial reporting; you
disclose that you had a lack of segregation of duties, and that you are restating your 2007
financial statements to report the sale of your business in 2007 as discontinued
operations.  Please tell us the factors you considered in more detail and highlight for us
those factors that supported your conclusi on.  In particular, please explain how you
considered the definition of disclosure c ontrols and procedures provided in Rule 13a-
15(e), which indicates that effective disclosure  controls and procedur es would ensure that
information required to be disclosed by the i ssuer is recorded, processed, summarized and
reported within the time periods specified in  the Commission’s rules and forms.  In
addition, as discussed in Compliance and Disclosure Interpretation 115.02, which you
can find at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , failure to file
management's report on Internal Control ove r Financial Reporting rendered your annual
report materially deficient and also rendere d the company not timel y or current in its
Exchange Act Reporting.  In light of these facts, please explain how you could conclude
that disclosure controls and procedures were effective.  Alternatively, please amend your
2007 Form 10-K to disclose management's re vised conclusion on the effectiveness of
your disclosure controls and procedures, i.e., that disclosure controls  and procedures were
not effective as of the end of the fiscal year.
 7. Please refer to prior comment 7 from our letter dated February 18, 2009.  We note your
response to our prior comments but we still note no revisions  to the language addressed
in the comment.  Not withstanding the above  comments, as previously requested, in
future filings beginning with the planned amendments, please remove
 the superfluous
language following the word “effective” or “ineff ective”, or revise the disclosure so that
the language is substantially similar in all ma terial respects to the language that appears
in the entire two-sentence de finition of “disclosure controls  and procedures” set forth in
Rule 13a-15(e).  This comment is also app licable to your amended fiscal 2008 Forms 10-
Q.
 Exhibit 31.1

8. Please refer to prior comment 9 from our letter dated February 18, 2009.  We note your
certifications filed pursuant to Exchange Act Rule 13a-14(a) included within your
proposed filings are still not  in the exact form prescr ibed by Item 601(b)(31) of
Regulation S-K.  Specifically the introduction and paragraph 1 are not in the exact form.
As previously requested, please revise your f ilings to include revised certifications that
conform to the exact  wording required by Item 601( b)(31) of Regulation S-K.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb March 27, 2009 Page 4
 Forms 10-Q for the Quarter Ended March 31, 2008, June 30, 2008 and September 30, 2008

Item 4T.  Controls and Procedures
 9. We note from your proposed filings that you have chosen to include management’s report
on internal controls over financial repo rting as of March 31, 2008, June 30, 2008, and
September 30, 2008 even though you are only required to include this assessment on your internal controls over financial reporting as of  the end of the most recent fiscal year based
upon the guidance in Item 308 of Regulati on S-K.  If you continue to include
management’s report on internal controls over financial reporti ng in your Forms 10-Q,
please note that you will need to apply th e comments issued on the Form10-K above.

As appropriate, please amend your 2007 Form  10-KSB and 2008 Forms 10-Q respond to
these comments within 10 business days or tell us  when you will provide us with a response.
You may wish to provide us with marked copies  of the amendments to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested.  Detailed cover letters greatly facilitate our review.  Please file your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your amendments and responses to our comments.

 You may contact Tara Harkins, Staff Acc ountant, at (202) 551-3639 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Kevin Vaughn, Accounting Branch Chief, at (202) 551-3643.
         S i n c e r e l y ,

        Lynn Dicker         Reviewing Accountant