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    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
22, 2010

    VIA
MESSENGER AND EDGAR FILING AS CORRESPONDENCE

    David
Burton, Staff Accountant

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    Mail Stop
3030

    Washington,
D.C. 20549

    Re:         Spatializer
Audio Laboratories, Inc. (?SPZR?); File No. 0-26460

    Reliability
Incorporated (?REAL?); File No. 0-07902

    SPZR and REAL Forms 8-K
Filed  December 30, 2009 Relating to Item 4.01

    Dear Mr.
Burton:

    This
letter is in response to the 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. (?SPZR?) and Reliability Incorporated (?REAL?)
(col-lectively, the ?Companies?) as set forth in your respective comment letters
dated December 31, 2009 (the ?Comment Letters?).  The Company 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
simultaneously herewith, we are sending you via messenger two (2) copies of this
letter being filed overnight as Correspondence on EDGAR.  The Form
8-K/A referred to herein is being filed concurrently on EDGAR.

    Please
note that there was only one accounting treatment at issue with regard to REAL
(dealing with development stage characterization), not the two issues associated
with SPZR (the development stage issue and the valuation issue growing out of a
July 2009 funding transaction).  While the language of the two SEC
Comment Letters were identical, they should not have been.  That
different treatment is ad-dressed as appropriate below.

    By way of
background (and to provide on a supplemental basis information responsive to the
Comment Letters, very specifically Comment 2):

    ~        The
disagreement relating possible development stage treatment related to both SPZR
and REAL.

    ~        The
valuation issue related only to SPZR.

    ~        As
reflected in the prior auditor?s respective letter dated December 31, 2009 and
appended to the appropriate Form 8-K, there were no further disagreements with
Schumacher on accounting principle or practice, financial statement disclosure
or auditing scope or procedure.

    ~         With
regard to development stage treatment:

            -
            The
      issue arose during the Company?s third quarter, the period ended September
      30, 2009.

            -
            Each
      of the Companies were previously operating entities going back at least 20
      years.

            -
            Because
      of changed circumstances (sale of the primary business in the case of REAL
      and going through a Chapter 11 Bankruptcy in the case of
      SPZR),  each became a shell and each Com-pany has so
      characterized.

            -
            Each
      of the Companies believe that it is not a development stage company, based
      on accounting pronouncements, since it is dormant and not presently
      pursuing any business opportunity other than as a shell
      company.

      David
Burton

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      Page  2

      January
22, 2010

              -
              In
      contrast, Schumacher believed that a shell company is by definition of a
      development stage company.

              -
              As
      evidenced by proper filing of the respective Form 10-Q for the periods
      ending June 30, 2009 and September 30, 2009, SPZR and REAL has each
      concluded the development stage company issue has been
      resolved.

               -
              SPZR
      and REAL recognize each is required to change its accounting treatment
      when, in the fu-ture, becomes a development stage
  company.

    ~        The
second issue pertinent only to SPZR) involved the valuation associated with the
Company?s July 7, 2009 stock issuance:

            -
            This
      dispute culminated in the voiding of the transaction as discussed above
      and in SPZR?s Form 8-K filed November 23, 2009.

            -
            With
      regard to the valuation issue, the issue arose during the third quarter,
      the period ended September 30, 2009.

            -
            Even
      though the purchase of restricted shares are typically purchased at a
      discount to market price, the SPZR shares at issue were purchased at the
      average closing price per share for the 10 days prior?i.e., without a
      discount.

            -
            Schumacher
      believed that the valuation should be based on the sale price on
      comparable shells (not the per share market value price as in this
      case).

            -
            The
      issue became moot when an outside consultant noted that the price per
      share paid was below the Company?s .01 par value per share, an ultra vires
      act.

            -
            An
      immediate rescission was effected per the Schumacher corrective action
      recommendation, thereby voiding the prior transaction.

            -
            Since
      these matters all occurred within SPZR?s third quarter, no restatement for
      prior periods was or is required.

    Item
4-01.  Changes in Registrant?s Certifying
Accountant

              1.

              Please
      clarify whether, during your two most recent quarters ended June 30 and
      September 30, 2009 and the subsequent interim period through December 30,
      2009 before your former auditor was terminated, you had any disagreements
      with your former auditor on any matter of accounting principle or
      practice, financial statement disclosure, or auditing scope or
      procedure.

    Response
to Comment 1:  Noting that the prior auditor provided its ?no
disputes? letter respectively for SPZR and REAL (and each was attached to the
respective Form 8-K filed December 31, 2009), the Companies are satisfied that
the disclosures in their respective Form 8-K filed are accurate and do not
require amendment.  The disclosures that follow are being submitted
supplemental per the Staff?s request.

              2.

              Refer
      to paragraph of the Form 8-K where you identify accounting
      disagreements.  For each disagreement, please tell us
      supplementally:

              *
      the period to which the disagreement
relates;

              *
      the nature of the disagreement including the registrant?s position and the
      former accountant?s position at the time of the
    disagreement;

              *
      the financial statement amounts
involved;

              *
      why the disagreement could not be resolved or how it was
      resolved;

              *
      how and by whom the amounts were determined;
  [and]

              *
      whether you restated (or intend to restate) any prior period for any
      adjustment, and if not, why.

        David
Burton

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page  3

        January
22, 2010

      Response to
Comment 2:  In fact, there was only one disagreement with
regard to Reliability Incorporated (?REAL?), specifically whether the Company
should be filing as a development stage company.  The valuation issue was unique to
Spatializer Audio Laboratories, Inc. (?SPZR?) and, accordingly, your (i)
valuation comment as to REAL was misplaced and (ii) we request the Staff waive
that portion of your REAL Comment Letter relating to
valuation.  For a breakout of the info here requested on a
Company and issue by issue basis, see the background outlined above.

              3.

              With
      respect to the disagreements with the former accountants, amend the Form
      8-K to provide all information required by Item 304(a)(1)(v)(B)-(D)) of
      Regulation S-K, as applicable.

    Response to Comment
3:   We believe all disclosures so required were made in
the respective Form 8-K.

              4.

              Please
      also note the requirements of Item 304(b) of Regulation S-K.  If
      there were any material transactions or events similar to those involved
      in the disagreement that you accounted for or disclosed differently than
      your former accountant would have concluded was required, revise to
      provide all of the disclosures required by Item 304(b) of Regulation
      S-K.

    Response to Comment
4:  We believe all disclosures so required were made in the
respective Form 8-K.

              5.

              Provide
      us with any letter or written communication to and from the former
      accountants regarding any disagreement so reportable events to management
      or the Audit Committee.

    Response to Comment
5:  The Companies advise me that communications relating to the
developmental stage issue were done orally and the Companies believe all
disclosures so required were made in the respective Form 8-K. The
communications relating to the valuation issue associated with SPZR dealt with
an exchange between Schumacher & Associates, Inc. as to the fairness of the
price paid but, since the transaction was voided (at the suggestion of such
auditing firm once it was advised that the sale was ultra vires--since less than
the SPZR par value), those communications would appear to be moot and have been
omitted.   (SPZR, of course, will submit should the staff still
so request.)

              6.

              To
      the extent that you amend the Form 8-K to comply with our comments, please
      obtain and file an Exhibit 16 letter from the former accountant stating
      whether the accountant agrees with your Item 304 disclosures, or the
      extent to which the accountant does not
agree.

    Response to Comment
6:  For the reasons outline above, there neither a dispute with
the departing auditory and there is no need to file an Amendment to either or
both Companies? Form 8-K).

    Since
there is no outstanding dispute, no letter is being provided by
Schumacher.  The Staff is referred instead to the ?no disputes? letter
prepared by Schumacher and filed as an exhibit to the Form 8-K filed December
31, 2009 by SPZR and REAL, respectively.

        David
Burton

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page  4

        January
22, 2010

    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 trust the Staff has no further comments.

    Sincerely,

    /s/ Carl N. Duncan

    Carl N.
Duncan

    cc:           Jay
Gottlieb

    Gregg Schneider

    Michael C. Pearce

    Dave Sherwood

    Mick Schumacher/Lois
Huston

    ACKNOWLEDGED
AND AGREED AS

    TO
FOREGOING FACTUAL ELEMENTS

    _/s/ Jay
Gottlieb________________________

    Jay
Gottlieb, Chairman and President Respectively of

    Spatializer
Audio Laboratories, Inc.

    and
Reliability Incorporated