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    Unassociated Document

     CARL
N. DUNCAN, ESQ., LLC

    ATTORNEY
AT LAW

    cduncan@cnduncanlaw.com

                5718 Tanglewood
      Drive

                (301)
      263-0200

                Bethesda,
      Maryland  20817

                Fax
      (301) 576-5193

        April 8,
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 Year ended December 31,
2007

    Forms 10-Q 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 supplemented 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 March 27, 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 simul-taneously
herewith, we are sending you via messenger two (2) copies of this letter and the
sup-plemental material referred to herein (the associated Form 10-K/A Annual
Report and Forms 10-Q/A Quarterly Reports and to be filed overnight as
Correspondence on EDGAR).  As we have discussed, the associated,
respective 2007 Form 10-K/A and Forms 10-Q/A (as amended) will be filed formally
once the Staff advises us it has no further comments.

        1

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Page
2

     April
8,2009

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

    Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations

              1.

              Please update your discussion of your results of
      operations for each reporting period presented based upon your restated
      financial statements.  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.

    Response
to Comment 1: The results of operations for each reporting period has been
updated as requested.

    Report of
Independent Registered Public Accounting
Firm, page 21 of proposed Form 10-K/A

              2.

              We note your response to prior comment from 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 predecessor auditor will
      also update its opinion on the 2005 financial statements included within
      this filing to cover the restatement related to reflecting the sale of
      your assets to DTS, Inc. in fiscal 2007 as discontinued
      operations.  The updated opinion should include an explanatory
      paragraph referring to the restatement of the 2005 financial
      statements.  Refer to the guidance in AU
  420.12.

    Response to Comment
2:  The predecessor auditor, Farber Hass, has confirmed that it
will also update its opinion for the Company, concurrently including in such
opinion anexplanatory  paragraph referring to the restatement of the
2005 financial statements.

              Note 12, Selected
      Quarterly Financial Data, page 36 of proposed Form
      10-K/A

              3.

              Please revise your selected quarterly financial 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 financial
      data.  Please label the selected quarterly financial data “as
      restated.”

    Response to Comment 3:   The selected quarterly
financial data for each reporting period has been updated with appropriate
disclosure restated, as requested.

    Item 9A(T) Controls and
Procedures, page 36 of proposed Form 10-K/A

              4.

              Please refer to prior comment 8 from our letter dated
      February 18, 2009.  It is unclear from your proposed disclosure
      the date on which you are assessing the 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
      review 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.

        2

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Page 3

    April
8,2009

    Response to Comment
4:  The Company has taken note of this Comment 4 from the Staff
and has revised its disclosures accordingly.

              5.

              Further to the above, it is also unclear from your
      proposed disclosure the date on which you are assessing the effectiveness
      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 effective. . .”  Please revise your disclosure to include
      your assessment of the effectiveness of disclosure controls and procedures
      as of the end of the most recent fiscal year, which in your case is
      December 31, 2007.

    Response to Comment 5: The Company has taken
note of this Comment 5 from the Staff and has revised its disclosures
accordingly.

              6.

              We further note your management has continued to
      conclude that your disclosure controls and procedures were effective as of
      the end of the fiscal year even though you failed to provide management’s
      report on internal 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 conclusion.  In particular, please explain how
      you considered the definition of disclosure controls and procedures
      provided in Rule 13a-15(c), which indicates that effective disclosure
      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 Control over Financial Reporting
      rendered your annual report materially deficient and also rendered the
      company not timely 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 revised conclusion on the effectiveness of your
      disclosure controls and procedures, i.e., that disclosure controls and
      procedures were not effective as of the end if the fiscal
  year.

    Response to Comment 6:  The Company has taken note of
this Comment 6 from the Staff and has revised its disclosures to indicate that
its internal control over financial reporting, and its disclosure controls and
procedures were ineffective as of December 31, 2007.

              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
      “ineffective”, or revise the disclosure so that
the

          3

      Lynn
Dicker, Reviewing Accountant

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      Page 4

      April 8,2009

    language 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).  This comment is also applicable to your amended fiscal
2008 Forms 10-Q.

    Response to Comment 7:   The Company has taken
note of this Comment 7 from the Staff and has revised its disclosures
accordingly.

              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 prescribed 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
      filings to include revised certifications that conform to the exact
      wording required by Item 601(b)(31) of Regulation
S-K.

    Response to Comment
8: The Company has taken note of this Comment 8 from the Staff and has
made its disclosures exactly as requested.

    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 control over financial
      reporting 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 Regulation S-K  If
      you continue to include management’s report on internal controls over
      financial reporting in your Forms 10-Q, please note that you will need to
      apply the comments issued on the Form 10-K
above.

    Response to Comment
9:  The Company has taken note of this Comment 9 from the Staff
and has revised its disclosures accordingly. Very specifically, per my
discussion yesterday with the Staff’s Tara Harkins, the disclosures have been
substantively revised relative to effective/ineffective assessment, noting that
there is a progression from internal control having been ineffective as of
year end 2007 and during 1st quarter
2008 and, with the substantive changes starting in 2nd quarter
2008, to being effective during that and subsequent periods.

    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, and look for-ward to working with you, on current management’s
to resolve the Staff’s comments.

    Sincerely,

    Carl N.
Duncan

        4

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Page 5

    April
8,2009

    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

        5