SecProbe.io

CORRESP
2
filename2.htm

    Unassociated Document

    CARL N.
DUNCAN, ESQ., LLC

    ATTORNEY
AT LAW

    cduncan@cnduncanlaw.com

            5718
      Tanglewood Drive

              Bethesda,
      Maryland  20817

               (301)
      263-0200
Fax (301)
576-5193

April
  23, 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-K for the Year ended December
31, 2007

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

    File
No. 000-26460

    Dear Ms.
Dicker:

    This
letter is in response to the supplemented comments of the Division of
Corporation Finance staff (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 April 14, 2009 (the “Current 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”).

    As
discussed with undersigned outside counsel, Carl N. Duncan, current and former
management consummated acquisition transactions shortly after a March 31, 2008
filing with the Commission of its Form 10-K Annual Report for the fiscal year
ended December 31, 2007 (the “Annual Report”).  In connection with
those April 2008 transactions (as described in more detail in our January 26,
2009 response letter), the Company experienced a change of control and the
Company's prior sole officer, who prepared and signed the Annual Report,
resigned.

    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 Current Comment Letter in Italics.  The
responses to those Comments immediately follow the reproduced Staff
comments.  In addition to submitting this letter simultaneously
herewith, we are sending you via messenger two (2) copies of this letter being
filed overnight as Correspondence on EDGAR.  The supplemental material
referred to herein (the associated Form 10-K/A Annual Report and Forms 10-Q/A
Quarterly Reports) is being filed concurrently on EDGAR.

                Lynn
      Dicker, Reviewing Accountant

                  United
      States Securities and Exchange Commission

                  Division
      of Corporation Finance

                  Page  2

                  April 21,
      2009

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

    Item 6.  Selected
Financial Data, page 7 of Proposed Form 10-K/A

              1.

              Please
      refer to prior comment 1 from our letter dated March 27,
      2009.  We note from page 8 of your draft amendment that you
      continue to report “revenues,” “cost of revenues,” “gross profit,” etc.
      from continuing operations for each reporting period presented within your
      selected financial data.  Even though you added the line items
      entitled “loss from continuing operations” and “gain(loss) from
      discontinued operations” within your selected financial data table for
      each reporting period presented, it does not appear that you have revised
      your statement of operation information reported within this table for
      each reporting period presented to reflect the sale of your assets to DTS,
      Inc. in fiscal 2007 as discontinued operations in accordance with
      paragraph 43 of SFAS 144.  Additionally, it does not appear that
      the selected financial data agrees to your audited financial statements on
      page 19 of your draft amendment.  Please revise or
      advise.

    Response
to Comment 1: The presentation of selected financial data has been expanded to
clarify which line items relate to continuing and discontinued operations, as
indicated on the Consolidated Statements of Operations and in Note
11.

    Item 8.  Financial
Statement and Supplementary Data, page 16 of proposed Form
10-K/A

              2.

              Please
      refer to prior comment 3 from our letter dated March 27,
      2009.  We note that you continue to report “revenues,” and
      “gross margin,” etc. from continuing operations for each quarterly
      reporting period presented within your selected quarterly financial data
      table.  Even though you added the line items entitled “loss from
      continuing operations” and “gain(loss) from discontinued operations”
      within your selected quarterly financial data table for each reporting
      period presented, it does not appear that you have revised your statement
      of operation information reported in this table for each reporting period
      presented to reflect the sale of your assets to TDS, Inc. in fiscal 2007
      as discontinued operations in accordance with paragraph 43 of SFAS
      144.  Please revise or
advise.

    Response to Comment
2:  The presentation of quarterly data has been expanded to
clarify which line items relate to continuing and discontinued operations for
each reporting period.

            Lynn
      Dicker, Reviewing Accountant

              United
      States Securities and Exchange Commission

              Division
      of Corporation Finance

              Page  3

              April 21,
      2009

              Exhibit
      31.1

              3.

              Please
      refer to prior comment 9 from our letter dated February 18, 2009 and
      comment 8 from our letter dated March 27, 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 prescribed by
      Item 601(b)(31) of Regulation S-K.  Specifically, paragraph 1
      for Gregory Schneider is not in the exact form and refers to the incorrect
      report.  As previously requested, please revise your filings to
      include revised certifications that conform to the exact wording
      required by Item 601(b)(31) of Regulation
S-K.

    Response to Comment
3:   The requested changes to Exhibit 31.1 regarding exact
wording have been incorporated.

    Forms 10-Q for the Quarter
Ended March 31, 2008, June 30, 2008 and September 30, 2008

    Item
4T.   Controls and Procedures

              4.

              Please
      revise your filings to include the conclusion of your principal executive
      and principal financial officers, or persons performing similar functions,
      regarding the effectiveness of your disclosure controls and procedures as
      of the end of the periods covered by your quarterly
      reports.  Refer to the guidance in Item 307 of Regulation
      S-K.

    Response to Comment
4:  The Company has revised its disclosures regarding
disclosure controls and procedures.

    We, of
course, stand ready to respond to any further questions you may have and/or if
you require additional information.  We appreciate your consideration
of this matter trust the Staff has no further comments.

    Sincerely,

    Carl N.
Duncan

    Enclosures:

    ~           Form
10-K/A for period ended December 31, 2007

    ~           Form
10-Q/A for period ended March 31, 2008

    ~           Form
10-Q/A for period ended June 30, 2008

    ~           Form
10-Q/A for period ended September 30, 2008

    cc:           Jay
Gottlieb

    Gregg Schneider

    Michael C. Pearce

    Dave Sherwood

    Larry McEwen