SPATIALIZER AUDIO LABORATORIES INC
10-Q, 1996-05-14
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM 10-Q

(MARK ONE)
_X_   Quarterly report pursuant to Section 13 or 15(d) of the Securities 
      Exchange Act of 1934

      For the period ended:  MARCH 31, 1996

OR

__    Transition report pursuant to Section 13 or 15(d) of the Securities 
      Exchange Act of 1934

                  Commission File Number:  33-90532

                  SPATIALIZER AUDIO LABORATORIES, INC.
        (Exact name of registrant as specified in its charter)

         DELAWARE                                   95-4484725
(State or other jurisdiction of                   I.R.S. Employer
incorporation or organization)                  Identification No.)

                  20700 VENTURA BOULEVARD, SUITE 134
                WOODLAND HILLS, CALIFORNIA  91364-2357
               (Address of principal executive offices)

                  TELEPHONE NUMBER:  (818) 227-3370
          (Registrants telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days:

YES  X
NO  ___

As of May 7, 1996 there were 17,680,231 shares of the Registrant's Common 
Stock outstanding.
<PAGE>

Part I. FINANCIAL INFORMATION

ITEM I.	FINANCIAL STATEMENTS

                   SPATIALIZER AUDIO LABORATORIES, INC.
                           AND SUBSIDIARIES

                      Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                      March 31,      December 31,
                                        1996            1995
                                      ---------      ------------
                                     (unaudited)
<S>                                  <C>             <C>
Assets
Current Assets:

Cash and Cash Equivalents             $2,138,357        $3,113,057
Trade Receivables                        497,055           412,010
Inventory                                286,225           262,131
Prepaid Expenses and Deposits            102,690            94,068
                                      ----------        ----------      
Total Current Assets                   3,024,327         3,881,266

Fixed Assets, Net (Note 3)               345,863           294,803 
Intangible Assets (Note 4)               297,570           243,532
                                      ----------         --------- 
                                      $3,667,760        $4,419,601
                                      ==========        ==========

Liabilities and Shareholders' Equity

Current Liabilities:
Accounts Payable                      $  329,253        $  180,046
Accrued Liabilities                      113,184           203,530
Advances from Related Parties (Note 5)   112,500           325,061
Notes Payable                             11,768            13,493
                                      ----------        ----------  
Total Current Liabilities                566,705           722,130
                                      ----------        ----------  
Shareholders' Equity:
Preferred shares, $.01 par value,                  
1,000,000 shares authorized, no 
shares issued or outstanding                   0                 0

Common shares, $.01 par value, 
50,000,000 shares authorized, 
17,574,231 and 17,457,531 
shares issued and outstanding 
at March 31, 1996 and December 
31, 1995, respectively                   175,742          174,575
Additional Paid-In Capital            13,735,593       13,578,782
Accumulated Deficit                  (10,809,513)     (10,055,119)
Foreign Currency Translation 
Adjustment                                  (767)            (767)
                                     -----------      -----------    
Total Shareholders' Equity             3,101,055        3,697,471
                                     -----------      ----------- 
                                      $3,667,760       $4,419,601 
                                     ===========      =========== 

See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
                           SPATIALIZER AUDIO LABORATORIES, INC.
                                    AND SUBSIDIARIES

                          Consolidated Statements of Operations
                                      (unaudited)
<TABLE>
<CAPTION>
                                   For the Three Month Period Ended
                                     March 31,           March 31,   
                                       1996                1995
                                   -----------        ------------
<S>                               <C>                 <C>
Revenues:
Product Revenues                  $    82,929         $    43,189
Licensing Revenues                    345,635             355,000
                                    ---------           ---------  
                                      428,564             398,189
                                    
Cost of Revenues                       30,720              24,645
                                    ---------           ---------
                                      397,844             373,544
Operating Expenses:
General and Administrative            547,466             432,153
Research and Development              227,186             142,351
Sales and Marketing                   415,000             289,866
                                    ---------           ---------  
                                    1,189,652             864,370
                                    ---------           ---------  
Operating Loss                       (791,808)           (490,826)
                                    ---------           --------- 
Interest and Other Income              42,271              22,632
Interest and Other Expense             (4,857)            (15,585) 
                                    ---------           ---------
                                       37,414               7,047
                                    ---------           --------- 
Net Loss                            $(754,394)          $(483,779)
                                    =========           =========
Net Loss Per Common Share           $   (0.06)          $   (0.05)
                                    =========           =========
Weighted Average Common Shares 
Outstanding                         11,777,889          9,209,518
                                    ==========          ========= 
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
                          SPATIALIZER AUDIO LABORATORIES, INC.
                                  AND SUBSIDIARIES

                         Consolidated Statements of Cash Flows
                                    (unaudited)

<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                 March 31,    March 31, 
                                                   1996         1995
                                               -----------    ----------
<S>                                            <C>            <C>
Cash Flows from Operating Activities:

Net Loss                                     $   (754,394)    $(483,779)

Depreciation                                       18,170        22,297

Net Change in Assets and Liabilities:
Trade Receivables                                 (85,045)      (46,368)
Prepaid Expenses and Deposits                      (8,622)        2,370
Accounts Payable                                  149,207        (1,763)
Accrued Liabilities                               (90,346)      (83,009)
Inventory                                         (24,095)        8,680
                                                 ---------     ---------
Net Cash Used in Operating Activities            (795,125)     (581,572)

Cash Flows from Financing Activities:

Issuance of Common Shares                         157,978           200
Due to Related Parties                           (212,561)      (30,188)
Repayments of Notes Payable                        (1,725)            0
                                                ---------     ---------
Net Cash Provided by Financing Activities         (56,308)      (29,988)

Cash Flows from Investing Activities:

Purchase of Fixed Assets                          (69,229)        8,501 
Increase in Intangible  Assets                    (54,038)      (36,771)
                                               ----------     ---------   
Net Cash Used in Investing Activities            (123,267)      (28,270)
                                               ----------     ---------
Decrease in Cash and Cash Equivalents            (974,700)     (639,830)
                                               ----------     --------- 
Cash and Cash Equivalents, Beginning of Period  3,113,057     1,539,768
                                               ----------     --------- 
Cash and Cash Equivalents, End of Period       $2,138,357     $ 899,938
                                               ==========     =========
See accompanying notes to consolidated financial statements
<PAGE>
</TABLE>
                          SPATIALIZER AUDIO LABORATORIES, INC.
                                 AND SUBSIDIARIES

                     Consolidated Statement of Shareholders' Equity
                                    (unaudited)
<TABLE>
<CAPTION>

                                                              Foreign
                    Common shares                             Currency                 
          Number of     Par       Additional   Accumulated   Translation
           Shares      Value   Paid-in-Capital   Deficit     Adjustment     Total
         ----------  --------- --------------- -----------  ------------  -----------
<S>      <C>          <C>        <C>           <C>           <C>          <C>
         
Balance,
12/31/95  17,457,531  $174,575   $13,578,782   $(10,055,119)      $(767)   $3,697,471
 
Options
Exercised     90,200       902        92,742                                  93,644
Warrants
Exercised     26,500       265        64,069                                  64,334
Net Loss                                           (754,394)                (754,394)
         ----------- ---------  ------------  -------------- ------------ -----------
Balance,
3/31/96   17,574,231  $175,742   $13,735,593   $(10,809,513)      $(767)   $3,101,055
         =========== =========  ============  ============== ============ ===========

See accompanying notes to consolidated financial statements

</TABLE>
                  SPATIALIZER AUDIO LABORATORIES, INC.
                           AND SUBSIDIARIES

              Notes to Consolidated Financial Statements

(1)	NATURE OF BUSINESS

Spatializer Audio Laboratories, Inc. and subsidiaries (the "Company") is in 
the business of developing proprietary advanced audio signal processing 
technologies and products for use in professional recording and film 
production, television broadcast, and PC game and multimedia title 
development.  The Company's patented Spatializer 3-D stereo technology creates
a vivid and expansive three dimensional surround sound listening experience
from any stereo source input using only two ordinary loudspeakers.  The
Company exploits its technology base through licensing activities and through
the sale of its own proprietary hardware and software products.  The
fabrication and distribution of integrated circuits containing Spatializer
signal processing technology is licensed to semiconductor manufacturers for
sale to consumer electronics companies, PC systems manufacturers, and
multimedia peripheral makers.
	
The Company is actively developing new and expanded hardware and software 
products for the professional and semi-professional recording markets as well
as peripheral devices for consumer home theater applications and automotive 
environments.

On December 5, 1995 the Board of Directors of the Company authorized the 
liquidation of Spatializer Audio Laboratories, Inc. - Yukon pursuant to S.213
of the Business Corporations Act (Yukon).  This action was taken to minimize 
the tax consequences to the Company.  The liquidation was completed on 
February 13, 1996.

(2)	SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements are prepared in accordance with 
generally accepted accounting principles in the United States.

Basis of Consolidation

The consolidated financial statements include the accounts of Spatializer 
Audio Laboratories, Inc. - Delaware and its wholly owned subsidiaries, 
Desper Products, Inc. and Spatializer Audio Laboratories, Inc. - Yukon.  
Desper Products, Inc. is the principal operating company and Spatializer Audio 
Laboratories, Inc. - Yukon has no operations and was liquidated February 13, 
1996.  All material intercompany transactions have been eliminated.

Revenue Recognition

The Company recognizes revenue from professional product sales upon shipment 
to the customer.  The Company recognizes revenue from licensing agreements 
when earned, in accordance with the contractual arrangements.

Currency

The operations of the Company take place primarily in the United States.  
The assets and liabilities of Spatializer Audio Laboratories, Inc. - Yukon 
have been translated into United States dollars at the rate of exchange on 
the balance sheet date and the income and expense items are translated at 
the average exchange rates for the period.  Exchange gains and losses arising
from the translation of the financial statements of Spatializer Audio 
Laboratories, Inc. - Yukon are included in shareholders' equity as a foreign 
currency translation adjustment. 

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with original maturities of 
three months or less that are readily convertible to cash.

Inventory

Inventory, which is primarily comprised of finished goods, is stated at the 
lower of cost (first-in, first-out) or market.  

Research and Development Expenditures

The Company expenses research and development expenditures as incurred.

Fixed Assets

Fixed assets are carried at cost and are depreciated over five to seven years
using accelerated-depreciation methods, which approximates 150% declining 
balance.  Leasehold improvements are amortized over the shorter of the useful
life or lease term.

Loss per Share

Loss per share has been calculated based on the weighted average number of 
common shares outstanding other than the escrowed shares, which are excluded
from the determination of loss per share as the conditions for release have 
not yet been attained.  Outstanding options and warrants to purchase common 
stock have not been included in the calculation of primary loss per share as
the effect of including such securities would be antidilutive.

Use of Estimates

Management of the Company has made a number of estimates and assumptions 
relating to the reporting of assets and liabilities and the disclosure of 
contingent assets and liabilities to prepare these financial statements in 
conformity with generally accepted accounting principles.  Actual results 
could differ from those estimates.

(3)	FIXED ASSETS

Fixed assets, at cost, as of March 31, 1996 and December 31, 1995 consisted 
of the following:

<TABLE>
<CAPTION>
                                           March 31,          December 31,  
                                             1996                 1995
                                          -----------         ------------
<S>                                       <C>                 <C>
Office Furniture and Equipment             $266,522             $237,287
Test Equipment                               50,513               60,895
Tooling Equipment                            44,136               25,000
Trade Show Booth and 
Demonstration Equipment                     165,844              144,369
Leasehold Improvements                       25,047               23,916
                                            -------              -------    
                                            552,062              491,467
                                            -------              -------  
Less Accumulated Depreciation 
and Amortization                            206,199              196,664
                                           --------             --------    
                                           $345,863             $294,803
                                           ========             ========
</TABLE>

(4)	INTANGIBLE ASSETS

Capitalized patent, acquisition and technology costs, net, totaling $297,570 
and $243,532 at March 31, 1996 and December 31, 1995, respectively, comprise 
intangible assets.  Intangible assets are amortized, on a straight line 
basis, over the lesser of 17 years or their estimated useful life.  

(5)	ADVANCES FROM RELATED PARTIES

The Company was indebted to certain related parties for amounts totaling 
$112,500 and $325,061 at March 31, 1996 and December 31, 1995, respectively, 
which includes accrued interest.  Amounts bear interest at rates ranging from 
a fixed 10% annually to prime (8.75% at December 31, 1995) plus 2% and are 
due on demand.


(6)	OPTIONS AND WARRANTS

The Company has issued options to purchase common stock to certain directors,
officers and employees under various stock option plans.  The option and 
warrant exercise prices, which continue to be denominated in Canadian 
dollars, represent fair market values at the date of grant.  Transactions in 
the stock options under these plans are summarized as follows: 

<TABLE>
<CAPTION>
Stock Options                 Shares    Option Price
- --------------------------  ----------  -------------------------------------
<S>                         <C>         <C>
                                        Cdn. $1.20 - Cdn. $5.84 (U.S. $.87 -
                                        U.S. $4.30) per Share expiring on
Options Outstanding at                  various dates, July 1997 to November
December 31, 1995            1,426,432  2000.

Options Issued                       0
                                        Cdn. $1.20 - Cdn. $3.10 (U.S. $.87 -
Options Exercised              (90,200) U.S. $2.27) per Share.
                            ---------- 
                                        Cdn. $1.20 - Cdn. $5.84 (U.S. $.87 -
                                        U.S. $4.30) per Share expiring on 
Options Outstanding at                  various dates, July 1997 to November 
March 31, 1996               1,336,232  2000.
                            ==========
</TABLE>
The following table summarizes the activity relating to warrants and common 
shares issuable upon exercise of such warrants:

<TABLE>
<CAPTION>
                                      Common
                                      Issuable
                          Warrants    Shares    Warrant Price
- ------------------------  --------  ----------  ------------------------------
<S>                       <C>         <C>       <C>
                                                Cdn. $3.20 - Cdn. $4.50 (U.S.
                                                $2.33 - U.S.$3.35) per Share
Warrants Outstanding at                         expiring on various dates,  
December 31, 1995          780,000    780,000   August 1996 to June 1997.

Warrants Issued                  0          0
                                                Cdn. $3.30 - Cdn. $4.50 (U.S.
Warrants Exercised         (26,500)   (26,500)  $2.40 - U.S. $2.69) per Share.
                          ---------  ---------                   
                                                Cdn. $3.20 - Cdn. $4.50 (U.S.
                                                $2.33 - U.S.$3.35) per Share
Warrants Outstanding at                         expiring on various dates,
March 31, 1996             753,500    753,500   August 1996 to June 1997.
                          =========  =========
</TABLE>

NOTE:	Options and Warrants issued and exercised have been converted to US 
dollars using the exchange rate on the issue or exercise date.

<PAGE>
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

The following discussion and analysis relates to the financial condition and 
results of operations of Spatializer Audio Laboratories, Inc. and subsidiaries
(the "Company") for the three-month period ended March 31, 1996, compared
with the three-month period ended March 31, 1995.  

CORPORATE DEVELOPMENTS

The Company continued to make substantial advances during the first quarter 
of 1996 with the introduction of the first Spatializer brand consumer 
hardware product, the HTMS-2510 3-D Stereo Surround System.  After 
the introduction at Winter Consumer Electronics Show ("CES") in January 1996
the HTMS-2510 was awarded with the prestigious Innovations Award in the 
category: Audio - Separate Components.

In addition, Spatializer PT3D, the first software plug-in which allows sound 
editors and musicians to create 3-D sound with a click of a mouse, was 
introduced during the National Association of Music Merchants trade show and 
will be available for sale in the second quarter.

In February, the Company announced that shipments of the patented Spatializer
3-D integrated circuit had topped the two-million-unit mark with more than 
one hundred different products incorporating Spatializer 3-D audio processing
being distributed worldwide.

The Company continued to sign new OEM licensing agreements and increased the 
total from twenty-four at December 31, 1995 to thirty-two by the end of the 
quarter.  In addition, Hewlett-Packard announced the incorporation of 
Spatializer 3-D stereo technology into their new line of HP Pavilion home 
multimedia PCs.

In April, the Company also announced that it signed an Agreement in Principal
to acquire certain intellectual property and other assets related to Home 
Theater Products International, Inc.  The closing is currently scheduled for 
May and is subject to completion of documentation, and regulatory and 
Bankruptcy Court approvals.  The Company sees this acquisition as a very 
promising opportunity, as it leverages the Company's core assets and 
competencies, significantly broadens the technology portfolio, and positions
the Company for long term growth.

RESULTS OF OPERATIONS

For The Three-Month Period Ended March 31, 1996, Compared To The Three-month 
Period Ended March 31, 1995

Revenues

The Company reported increased revenues of 8% or $30,375, reaching $428,564 
for the three-month period ended March 31, 1996, compared to $398,189 for the
three-month period ended March 31, 1995.  Revenues include sales of 
professional recording systems, consumer products license issuance fees and 
royalties pertaining to the analog IC.

Revenues from licensing were relatively constant for the first quarter of
1996 as compared to the same quarter in 1995, however, during the first
quarter of 1995 the Company's licensing program was in the beginning stages
and the majority of the licensing revenues were derived from one-time, up-
front license issuance fees.  In contrast, a substantial portion of the
licensing revenues for the current quarter are derived primarily from running
royalties based on usage.  The increase in these recurring royalties reflects
expansion and growth in the usage of the Spatializer chip, and the beginning
of the Company's transition to a steady and ongoing revenue stream. In
addition, the Company introduced its first consumer product, the HTMS-2510,
to U.S. audio dealers. The product revenue impact is anticipated during the
year.

The gross profit in 1996 was approximately 93% of revenues as the majority of
sales are associated with license and royalty revenues which have little or 
no direct costs associated with them.

The Company attributes the slower than anticipated growth in revenues to a 
combination of factors, primarily to the fact that two of the Company's new 
chip licensees that were expected to be in full production for the first 
quarter ran a quarter late and did not begin shipping product until May, 
deferring the revenue impact.


Operating Expenses

Operating expenses for the three-month period ended March 31, 1996, totaled 
$1,189,652 compared to $864,370 for the same three-month period in 1995. The 
increase of approximately 38% or $325,282, can be attributed primarily to 
increased sales and marketing activities, additional research and development 
efforts, as well as operating costs associated with a fully staffed operation.

General and Administrative 

General and administrative expenses consisting primarily of professional and 
consulting fees, investor relations, and other operating costs, increased by 
approximately 27% or $115,313, for a total of $547,466 for the three-month 
period ended March 31, 1996, compared to $432,153 for the same three-month 
period in 1995.  The majority of this increase can be attributed to the 
expanding focus on investor relations and the printing and distribution of 
the Company's first Annual Report.

  Professional Fees

Legal fees decreased approximately 54%, or $56,635, for a total of $48,596 for 
the three-month period ended March 31, 1996, compared to $105,231 for the 
same three-month period in 1995.  Legal fees in 1995 were substantially 
higher as the Company prepared and submitted an initial draft registration 
statement with the SEC.  Except for legal fees associated with the 
liquidation of Spatializer Audio Laboratories, Inc. - Yukon, legal fees in 
1996 were primarily of a recurring nature and are incurred in connection with
the following: the patent litigation filed in October 1994, trademark research 
and licensing negotiations.

External Accounting fees increased approximately 416%, or $16,144, for a total 
of $20,029 for the three-month period ended March 31, 1995, compared to 
$3,885 for the same three-month period in 1995.  The increase is primarily 
associated with services provided in the February 1996 liquidation of 
Spatializer Audio Laboratories, Inc. (Yukon).

  Outside Services, Consulting Fees and Temporary Help

Outside services, consulting fees, and temporary help increased 235%, or 
$60,042, for a total of $85,555 for the three-month period ended March 31, 
1996, compared to $25,513 for the same three-month period in 1995. The 
majority of these costs were incurred in connection with researching various
technologies for potential acquisition.  In addition, consulting fees were 
incurred in association with expanded corporate finance activities, and 
payments to consultants and other personnel working on a part-time or 
special-project basis.

  Investor Relations Costs

Investor relations costs increased approximately 357%, or $56,786, for a total 
of $72,688 for the three-month period ended March 31, 1996, compared to 
$15,902 for the same three-month period in 1995. The increased costs were 
incurred to accommodate increased interest in the Company and to keep the 
investment community informed of corporate developments.

  Annual Report Costs

The Company produced and mailed its first Annual Report and Form 10-K during
the quarter ended March 31, 1996.  In addition to expenses incurred in 1995
for design and development of the Annual report costs of $52,761 were incurred
in the first quarter. The Company document includes a Letter to Shareholders, 
Corporate Milestones and Form 10-K for the year ended December 31, 1995.

Research and Development Costs

The Company continued efforts to identify, validate, and develop new product 
ideas.  All research and development activities and related costs are 
expensed in the period incurred.  During the three-month period ended March 
31, 1996, Research & Development expenditures increased as the company had 
resources to allocate to this effort and its understanding of market and 
product needs matured.  This effort resulted in the introduction of the 
Company's first software product Spatializer PT3D, the first software 
plug-in to provide Spatializer 3-D sound imaging and enhancement for 
Digidesign's Pro Tools 3 Digital Audio Workstation.  PT3D allows sound 
editors and musicians to create 3-D sound with the click of a mouse.  In 
addition, the Company furthered development on several consumer products 
which will be brought to market over the year.

Research and development expenses increased by approximately 60%, or $84,835,
for a total of $227,186 for the three-month period ended March 31, 1996, 
compared to $142,351 for the same three-month period in 1995.

The increase can be attributed primarily to increased personnel with payroll 
and payroll related costs increasing approximately 47%, or $41,021, for a 
total of $127,769 for the three-month period ended March 31, 1996, 
compared to $86,748 for the same three-month period in 1995. The increase in 
personnel is to support the Company's newly introduced consumer products as 
well as continue efforts on new research and development activities.

Additional increases are related to general office operation costs such as 
telephone, office supplies and stationary, depreciation, on-line 
subscriptions, postage, and other general operating costs associated with the 
first quarter utilizing a full staff. These operating costs increased by 
approximately 145%, or $24,367, for a total of $41,152 for the three-month 
period ended March 31, 1996, compared to $16,785 for the same three-month 
period in 1995.

 Sales and Marketing Expenses

Sales and marketing expenses increased approximately 43%, or $125,134, for a 
total of $415,000 for the three-month period ended March 31, 1996, compared 
to $289,866 for the same three-month period in 1995. The increase is 
attributed to a larger trade show presence, public relations and publicity 
related to the development of an organized advertising and promotional 
campaign directed at the consumer and computer marketplaces. 

Trade show costs increased approximately 136%, or $53,068, for a total of 
$92,026 for the three-month period ended March 31, 1996, compared to $38,958
for the same three-month period in 1995.  This is related primarily to a 
larger presence at Winter CES 96 where the Company introduced its first 
Spatializer brand consumer hardware product, the HTMS-2510.

Public relations and publicity increased approximately 115%, or $39,149, for 
a total of $73,273 for the three-month period ended March 31, 1996, compared 
to $34,124 for the same three-month period in 1995. This is to support the 
introduction of the HTMS-2510 into the consumer market place as well as to 
establish brand name recognition.

Payroll and payroll related costs increased approximately 17%, or $22,196, 
for a total of $152,011 for the three-month period ended March 31, 1996, 
compared to $129,815 for the same three-month period in 1995.  The increase 
in payroll and related costs is the result of a fully staffed operation as 
well as additional staff added to support the Company's newly introduced 
consumer products.


Net Loss

The net loss for the three-month period ended March 31, 1996, totaled 
$754,394 or ($0.06) per share, compared to a net loss of $483,779 or ($0.05) 
per share in the same three-month period in 1995.  The net loss  is a result 
of a combination of higher than anticipated operating expenses and lower than
expected revenues. The net loss is also attributed to an increased effort in 
research and development activities, an expanding focus on investor 
relations, and an organized advertising and promotional campaign.

Liquidity and Capital Resources

At March 31, 1996, the Company had $2,138,357 in cash and cash equivalents 
as compared to $3,113,057 at December 31, 1995.  The decrease in cash and 
cash equivalents can be attributed to cash used for  operations, the purchase
of fixed assets and the retirement of a portion of the related party 
advances.  The Company had working capital of $2,457,622 at March 31, 1996 
as compared with $3,159,139 at December 31, 1995.

The Company's future cash flow from operations will come primarily from 
foundry royalties as they ship the Spatializer IC to the OEMs, licensing the 
technology to OEMs and royalties on ICs incorporated into OEM products as 
well as from Company product sales.  At March 31, 1996 the Company had 
three Foundry Licensees and thirty-two OEM Licensees, as compared with three 
Foundry Licensees and twenty-four OEM Licensees at December 31, 1995.  
Incorporation of the Spatializer technology into the OEMs finished product 
usually takes three to six months.  The Company does not earn revenue from 
the OEMs until they ship the finished product.  As a result, the 1996 first 
quarter shipments of IC's from foundries to OEMs will provide the Company 
with OEM licensee royalty payments in future periods. 

The Company continues to have no long-term debt and has no present 
commitments or agreements which would require any long-term debt to be 
incurred.  The Company does, however, owe $112,500 as of March 31, 
1996 to related parties.  A substantial payment was made during the first 
quarter of 1996 to help retire Company debt.

In addition to foundry royalties the Company anticipates an increase in 
product revenues as new Spatializer products are introduced into the 
consumer markets.

Based on current operating plans, management does not believe that existing 
cash balances will be sufficient to satisfy the Company's cash requirements 
for the next twelve months. The Company anticipates longer term cash 
requirements, in addition to normal operating expenses, for development and 
introduction of new products, and the acquisition of technologies or 
enterprises complementary to the Company's business.  Additional sources of 
financing including debt, equity or strategic investments may be required to 
fund such capital expenditures, acquisitions, research and development and 
marketing costs related to these activities.

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

Reference is made to the Company's Form 10-K for the year ended December 31, 
1995 with respect to the Company's litigation with QSound Labs, Inc.  
No material developments in such litigation occurred during the three months 
ended March 31, 1996.

ITEM 2.	CHANGES IN SECURITIES

None


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders of the 
Company either through solicitation of proxies or otherwise in the first 
quarter of the fiscal year ending December 31, 1996.


ITEM 5.	OTHER INFORMATION

None


ITEM 6.	EXHIBITS AND REPORTS ON FORM 8K

 (a) EXHIBITS
     EXHIBIT 27 FINANCIAL DATA SCHEDULE
 (b) REPORTS ON FORM 8-K
     NONE

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

Dated:  May 14, 1996

SPATIALIZER AUDIO LABORATORIES, INC.
(Registrant)

 /s/ STEVEN D. GERSHICK
STEVEN D. GERSHICK
President & Chief Executive Officer

 /s/ WENDY MARIE GUERRERO
WENDY MARIE GUERRERO
Chief Financial Officer

 /s/ KATHY PARTCH
KATHY PARTCH
Director of Accounting


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
         the March 31, 1996 financial statements and is qualified in its
         entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>  3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       2,138,357
<SECURITIES>                                         0
<RECEIVABLES>                                  497,055
<ALLOWANCES>                                         0
<INVENTORY>                                    286,225
<CURRENT-ASSETS>                             3,024,327
<PP&E>                                         552,062
<DEPRECIATION>                                 206,199
<TOTAL-ASSETS>                                 345,863
<CURRENT-LIABILITIES>                          566,705
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       175,742
<OTHER-SE>                                   2,925,313
<TOTAL-LIABILITY-AND-EQUITY>                 3,667,760
<SALES>                                        428,564
<TOTAL-REVENUES>                               428,564
<CGS>                                           30,720
<TOTAL-COSTS>                                   30,720
<OTHER-EXPENSES>                             1,189,652
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,857
<INCOME-PRETAX>                              (754,394)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (754,394)
<EPS-PRIMARY>                                    (.06)
<EPS-DILUTED>                                    (.04)
        



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