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CORRESP
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    SEC Response

CARL
N. DUNCAN, ESQ., LLC

    ATTORNEY
AT LAW

    cduncan@cnduncanlaw.com

               5718
      Tanglewood Drive

       (301) 263-0200

               Bethesda,
      Maryland  20817

                 Fax  (301)
      576-5193

    January
26, 2009

    VIA
MESSENGER

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Mail Stop
3030

    Washington,
D.C. 20549

    Re:          Spatializer
Audio Laboratories, Inc.

    Form 10-KSB/For Year ended December 31,
2007

    Forms 10-QSB for Quarters Ended March
31, June 30 and September 30, 2008

    File
No. 000-2646000

    Dear Ms.
Dicker:

    This
letter is in response to the comments of the staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) with respect to the above-referenced filings of Spatializer
Audio Laboratories, Inc. (the “Company”) as set forth in your letter dated
December 11, 2008 (the “Comment Letter”).  This response is prepared
on behalf of Jay Gottlieb, the Company’s Principal Executive Officer, and Greg
Schneider, the Company’s Principal Financial Officer (“Current Management”), as
well as the members of the Company’s Board of Directors, respectively Mr.
Gottlieb, Mr. Schneider and Michael C. Pearce (the “Board”).

    Introduction

    The
Company’s Henry Mandell (a member of Former Management) prepared, executed and
filed with the Commission on March 31, 2008, the Company’s Annual Report on Form
10-KSB for the fiscal year ended December 31, 2007 (the “Annual
Report”).  The Annual Report was filed approximately six (6) weeks
prior to certain stock purchase transactions outlined below, and the subsequent
change of control that occurred during May 2008.  Because transactions
occurred after the year-end and these comments cover a period that involved
Former Management (Henry Mandell and Carlo Civelli) through filings made for the
period ended September 30, 2008, the Company has experienced difficulty in
responding to the Staff’s Comment Letter.  We understand the Staff is
currently pursuing analogous issues regarding approximately 700
similarly-situated registrants, the gravamen of which is that failure to include
management’s report and that such failure constituted ineffective accounting
controls and procedures.

        1

      Lynn
Dicker, Reviewing Accountant

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

                 Page
      2

               January 26,
      2009

      In any
event, Current Management has reviewed the Staff’s comments and has prepared the
following response and, in doing so, acknowledges the
following:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    However,
preliminarily, and based on another similar set of comments where undersigned
counsel represented former management (not Current Management as here), I wanted
to give you an overview of the factual circumstances, including the relevant
transactions, pertinent to the Comment Letter, as reflected in the following
summary.

    History

    As
discussed between you and Carl N. Duncan, our outside legal counsel, in your
telephone conversation late last month, Current and Former Management
consummated acquisition trans-actions shortly after a March 31, 2008 filing with
the Commission of its Form 10-KSB Annual Report for the fiscal year ended
December 31, 2007 (“Annual Report”).  In connection with those April
2008 transactions (more details below), the Company experienced a change of
control and the Company's prior sole officer, who prepared and signed the Annual
Report, resigned.  In fact, we do not expect Former Management to be
of any assistance in this matter.

    The
Company was incorporated in Delaware.  The Company’s operations had
been winding down for several years and, since the sale of its assets in July
2007, it may properly be deemed a “blank check” and/or “shell” company.”  A “blank check
company” is defined as “any development stage company that is issuing a penny
stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has
no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies.”  A “shell
company” is defined in Rule 12b-2 under the Exchange Act as a company with no or
nominal assets (other than cash) and no or nominal operations.

    Since the
Company's change of control in May 2008, its current business is and has been to
investigate and ultimately acquire a target company or business seeking the
perceived advantages of being a publicly-held corporation.  To that
end, the Company ultimately consummated the acquisition transactions as further
described below.

              ·

              Former
      Management entered into a Stock Purchase Agreement (the “SPA”) with Jay A.
      Gottlieb, Greggory A. Schneider and Helaine Kaplan (collectively, the
      “Investors”) on April 25, 2007.

        2

        Lynn
Dicker, Reviewing Accountant

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

                     Page
      3

                   January 26,
      2009

              ·

              The
      Company sent an Information Statement to the holders of record on April
      30, 2007, of the outstanding shares of common stock, $.01 par value, of
      the Company in connection with the prospective appointment of two members
      of the Board of Directors of the Company, pursuant to the terms of the
      SPA.  Because the appointments were deemed to be a change of
      control of the Company, a Schedule 14-F Information Statement
      was   filed with the SEC (and sent to shareholders of
      record) more than 10 days prior to such additional Board members assuming
      such role with the Company in May
2008.

              ·

              The
      Company sold, and the Investors collectively purchased, 16,236,615 shares
      of com-mon stock of Registrant for an aggregate purchase price of
      $422,152.15.  Of the total shares sold to the Investors,
      Mr. Gottlieb purchased 8,739,115 shares of the Company’s common stock
      for an aggregate purchase price of $227,217.15.  Pursuant to the
      SPA, the Company agreed, after the sale of substantially all of its assets
      to DTS, Inc. and its subsidiary (the “Asset Sale”), to take such corporate
      actions as may be reasonably required to appoint Mr. Gottlieb or other
      designee of the Investors to the Board of
  Directors.

              ·

              The
      Asset Sale was consummated on July 2, 2007 and the Board of Directors
      appointed Jay A. Gottlieb as a director of Registrant on August 13,
      2007.  There were, and continue to be, no family relationships
      between Mr. Gottlieb and any director or executive officer of the
      Company or any of its subsidiaries.  Other than as stated
      herein, neither Mr. Gottlieb nor any member of his immediate family
      has engaged in any transactions with the Company of the sort described
      under Item 404(a) of Regulation S-K.

              ·

              As
      contemplated under the SPA, the Company distributed substantially all of
      its remaining cash assets to its stockholders on April 22, 2008, after
      satisfying its liabilities and leaving a cash residual of approximately
      $100,000.

              ·

              Effective
      April 28, 2008, Henry Mandell (the sole officer) and Carlo Civelli
      (collectively, “Former Management”) re-signed from the Board of Directors
      of the Company, the only Director then remaining on the Board being Mr.
      Gottlieb.

              ·

              As
      permitted under Delaware law, specific provisions of the Company’s Bylaws
      and provided for in the SPA, on April 29, 2008, Mr. Gottlieb appointed
      Messrs. Greggory Schneider and Michael Pearce (the “Board Designees”) to
      fill out the terms of Messrs. Mandell and Civelli until the next election
      of Directors.

              ·

              Concurrently,
      the following officerships were also assigned: Mr. Gottlieb (Chairman of
      the Board, Secretary and Treasurer) and Mr. Schneider (“Chief Financial
      Officer”).

              ·

              More
      detailed information regarding these and related transactions can be found
      in the Company's Current Reports on Form 8-K filed with the Commission on
      April 8 and May 1, 2008, as amended, and subsequent Company
      filings.  In addition, we would be happy to provide any
      additional information or documentation you
  require.

    In that
context, the Company and its Current Management hereby responds to each of the
Staff’s outstanding Comments: For the convenience of the Staff, we have
reproduced the Staff’s comments from the Comment Letter in
italics.  The responses to those Comments immediately follow the
reproduced Staff comments.  In addition to submitting this letter via
EDGAR, simultaneously herewith we are sending you via messenger two (2) copies
of this letter and the supplemental material referred to herein and proposed to
be filed on EDGAR.

        3

        Lynn
Dicker, Reviewing Accountant

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

                     Page
      4

                   January 26,
      2009

          Form 10-K for the Year Ended
December 31, 2007

    Consolidated Statement of
Operations, page 20

    1.           We
note that from page 23 and through the filing that you and your subsidiary sold
all of your intellectual property assets to DTS, Inc. during fiscal
2007.  Please explain to us how you considered the guidance contained
in paragraph 41-43 of SFAS 144 on whether or not you should report the disposal
of these assets and their related revenue streams as discontinued
operations.

    Response to Comment
1:  Management did consider the guidance contained in
paragraphs 41-43 of SFAS 144 on whether or not to report the disposal of its
intellectual property assets and related revenue streams as discontinued
operations.  With the exception of relatively insignificant amounts of
interest income and expense and a small portion of ongoing general and
administrative costs that can be segregated, virtually all of the Company’s
income statement activity for the three years ended December 31, 2007 was
related to the disposed asset group and would have been presented as
discontinued operations.  It was therefore concluded that, in
conjunction with the detailed footnote disclosure concerning the transaction,
the presentation of this activity in the format normally used for continuing
operations would be more meaningful than the more condensed format that is
normally used to segregate discontinued operations.

    Notwithstanding
our original thought process as outlined above, we have revised the presentation
of the Consolidated Statement of Operations to reflect the discontinued
operations as a separate line item.  Please see the Company’s proposed
amendment to the Annual Report on Form 10-KSB/A (“Amendment No. 1”) and the
associated Form 10-QSB/As for the respective periods ended March 31, June 30 and
September 30, 2008 (collectively Amendments 2, 3 and 4”).

    Item 9A(T) Controls and
Procedures, page 30

    2.           We
note that your management concluded that your disclosure controls and procedures
were effective as of December 31, 2007 even though you have a lack of
segregation of duties which is deemed a material weakness in internal
controls.  We note similar disclosures within your March 31, 2008,
June 30, 2008 and September 30, 2008 Forms 10-Q.  Please tell us how
management was able to conclude that its disclosure controls and procedures were
effective at December 31, 2007, March 31, 2008, June 30, 2008 and September 30,
2008 considering your lack of segregation of duties.

    Response to Comment
2:   After reviewing the guidance cited in the Comment
Letter, we concur that it is inappropriate, in light of the Company’s lack of
segregation of duties, to conclude its 2007 disclosure controls and procedures
were effective.  In that context, the Company has taken note of this
Comment 2 from the Staff, and has revised its disclosures
accordingly.  Please see the Company’s proposed Amendments No. 1, 2, 3
and 4, copies of which are here provided on a supplemental basis.

    3.           Further
to the above, the language that is currently included after the word “effective”
in your disclosure here and within your March 31, 2008, June 30, 2008 and
September 30, 2008 Forms 10-Q appears to be superfluous, since the meaning of
“disclosure controls and procedures” is established by Rule 13a-15(e) of the
Exchange Act.  Please remove the language in your future filings or
revise the disclosure so that the language that appears after the word
“effective” is substantially similar in all material respects to the language
that appears in the entire two-sentence definition of “disclosure controls and
procedures” set forth in Rule 13a-15(e).

        4

        Lynn
Dicker, Reviewing Accountant

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

                     Page
      5

                   January 26,
      2009

    Response to Comment
3:  The Company has taken note of this Comment 3 from the Staff
and has revised its disclosure accordingly.  Please see proposed
Amendments No. 2, 3 and 4, copies  of which are here provided on a
supplemental basis.

    4.           It
does not appear that your management has performed its assessment, we ask that
you complete your evaluation and amend your filing within 30 calendar days to
provide the required management’s report on internal control over financial
reporting.  Refer to Item 308(T) of Regulation S-K.

    If
your management has not yet performed its assessment, we ask that you complete
your evaluation and amend your filing within 30 calendar days to provide the
required management’s report on internal control over financial
reporting.

    In
performing your evaluation, you may find the following documents
helpful…:

    [Cited
Authority Omitted from this Excerpt of the Comment Letter]

    In
addition, please evaluate whether management’s failure to perform or complete
its report on internal control over financial reporting impacts its conclusions
regarding the effectiveness of your disclosure controls and procedures as of the
end of the fiscal year covered by the report and, as appropriate, revise your
conclusion of the effectiveness of disclosure controls and procedures at
December 31, 2007.  In particular, please consider the definition of
disclosure controls and procedures provided in Rule 13a-15(e), which indicates
that effective controls and procedures would ensure that information required to
be disclosed by the issuer 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/corpfin/guidance/regs-kinterp.htm,
failure to file management’s report on Internal C