Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Enveric Biosciences, Inc. | Financial_Report.xls |
| EX-23.1 - CONSENT LETTER - Enveric Biosciences, Inc. | spzr_ex231.htm |
| EX-31.1 - CERTIFICATION - Enveric Biosciences, Inc. | spzr_ex311.htm |
| EX-32.1 - CERTIFICATION - Enveric Biosciences, Inc. | spzr_ex321.htm |
| EX-31.2 - CERTIFICATION - Enveric Biosciences, Inc. | spzr_ex312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One)
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|
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the period ended: December 31, 2012
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 000-26460
SPATIALIZER AUDIO LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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95-4484725
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|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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410 Park Avenue--15th Floor New York, New York 10022
(Address of principal corporate offices)
Telephone Number: (212) 231-8359
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No
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 o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filed” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
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Large accelerated filer
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o |
Accelerated filer
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o |
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Non-accelerated filer
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o |
Smaller reporting company
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x |
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(Do not check if a smaller reporting company)
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|||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes No o
The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second quarter (June 30, 2012) was approximately $100,700.
As of February 28, 2013 there were 12,142,000 shares of the Registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
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PART I
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|||||
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Item 1.
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Business
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4 | |||
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Item 1A.
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Risk Factors
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5 | |||
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Item 2.
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Properties
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5 | |||
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Item 3.
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Legal Proceedings
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5 | |||
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Item 4.
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Mine Safety Disclosures | 5 | |||
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PART II
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|||||
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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6 | |||
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Item 6.
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Selected Financial Data
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6 | |||
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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7 | |||
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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9 | |||
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Item 8.
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Financial Statements
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9 | |||
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Report Of Independent Registered Public Accounting Firm
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10 | ||||
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Balance sheets
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11 | ||||
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Statements of operations
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12 | ||||
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Statements of stockholders’ equity (deficit)
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13 | ||||
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Statements of cash flows
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14 | ||||
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Notes to financial statements
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15 | ||||
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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17 | |||
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Item 9A(T).
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Controls and Procedures
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17 | |||
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Item 9B.
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Other Information
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17 | |||
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PART III
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|||||
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Item 10.
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Directors, Executive Officers and Corporate Governance
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18 | |||
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Item 11.
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Executive Compensation
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19 | |||
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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20 | |||
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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21 | |||
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Item 14.
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Principal Accountant Fees and Services
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21 | |||
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PART IV
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|||||
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Item 15.
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Exhibits and Financial Statements
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22 | |||
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SIGNATURES
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24 | ||||
2
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, reflecting management’s current expectations. Examples of such forward-looking statements include our expectations with respect to our strategy. Although we believe that our expectations are based upon reasonable assumptions, there can be no assurances that our financial goals or that any potential transactions herein described will be realized or consummated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Numerous factors may affect our actual results and may cause results to differ materially from those expressed in forward-looking statements made by or on behalf of our company. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words, “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. The important factors discussed under Item 1A, Risk Factors, among other factors, could cause actual results to differ materially from those indicated by forward-looking statements made herein and represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations. We assume no obligation to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.
3
Item 1. Business
Overview
Until 2007, Spatializer Audio Laboratories, Inc. (“Spatializer” or the “Company”) was a developer, licensor and marketer of next generation technologies for the consumer electronics, personal computing, entertainment and cellular telephone markets. Our corporate office is located at 410 Park Avenue – 15th Floor, New York, New York 10022.
Copies of this Annual Report, including our financial statements, and our quarterly reports on Form 10-Q as well as other corporate information, including press releases, of interest to our stockholders are available by writing us at 410 Park Avenue --15 th Floor, New York, New York 10022.
The Company’s financial statements have been prepared assuming that it would continue as a going concern. However, substantially all of the Company’s assets were sold during 2007, and it has been a shell company since then. The Company has no plans to dissolve. However, it has been dependent upon sales of common stock and loans from two stockholder/officers to pay its ongoing general and administrative expenses.
Employees
The Company has no employees. It is managed by two stockholder/officers, with assistance from a contract bookkeeper.
4
Item 1A. Risk Factors
The Company Has No Means to Generate Revenue
We have no source of revenue. Our cash balance has been diminished by general and administrative expenses.
The Market For Our Stock Is Not Liquid And The Stock Price Is Subject To Volatility
Our stock is quoted on the OTCQB of the OTC Marketplace under the symbol of "SPZR", where low trading volume and high volatility is often experienced. While a few firms make a market in our stock, the historically low trading volume and relatively few market makers of our stock make it more likely that a severe fluctuation in volume, either up or down, will significantly impact the stock price. There can be no assurance that these market makers will continue to quote our stock and a reduction in such market makers would negatively impact trading liquidity. Lastly, the uncertainty of the future of the Company may limit the liquidity of our stock. This and the existing limited market and volume in the trading of our stock, may result in our stockholders having difficulty selling our common stock. The trading price of our common stock has been, and will likely continue to be, subject to wide fluctuations due to uncertainty regarding the future of the Company, general market fluctuations and other events and factors, some of which may be beyond our control.
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Not applicable.
5
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our stock is quoted on the OTCQB of the OTC Marketplace under the symbol of "SPZR", where low trading volume and high volatility is often experienced. While a few firms make a market in our stock, the historically low trading volume and relatively few market makers of our stock make it more likely that a severe fluctuation in volume, either up or down, will significantly impact the stock price. There can be no assurance that these market makers will continue to quote our stock and a reduction in such market makers would negatively impact trading liquidity.. The following table sets forth the high and low bid price of our common stock as reported on the OTCQB of the OTC Marketplace for fiscal years 2012 and 2011. The quotations listed below reflect interim dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions.
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Period:
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High (U.S. $)
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Low (U.S. $)
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||||||
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2011
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||||||||
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First Quarter
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$
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0.08
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$
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0.01
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||||
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Second Quarter
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$
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0.10
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$
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0.02
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||||
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Third Quarter
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$
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0.10
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$
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0.01
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||||
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Fourth Quarter
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$
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0. 095
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$
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0.025
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||||
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2012
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||||||||
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First Quarter
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$
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0.025
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$
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0.01
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||||
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Second Quarter
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$
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0.025
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$
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0.02
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||||
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Third Quarter
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$
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0.025
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$
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0.01
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||||
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Fourth Quarter
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$
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0.015
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$
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0.005
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||||
Stockholders are urged to obtain current market prices for our common stock. Corporate Stock Transfer is our transfer agent and registrar. To our knowledge, because most shares are held in street name, there were approximately 200 holders of record of the stock of the Company. Our transfer agent has indicated that beneficial ownership is believed to be in excess of 2,000 stockholders.
We have no present intention of paying any dividends. Our current policy is to retain earnings, if any, for operations in connection with maintaining our status as a reporting company and selling the Company as a shell corporation and/or merging the Company successfully into a new operating business. Our future dividend policy will be determined from time to time by the Board of Directors.
The Company did not repurchase any equity securities fiscal year ended December 31, 2012.
Item 6. Selected Financial Data
Not Applicable
6
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
There was no revenue for the years ended December 31, 2012 and December 31, 2011 As we sold all of our operating assets in 2007, we have no means to generate new revenues.
Net loss was $24,621 for the year ended December 31, 2012 compared to net loss of $33,380 for the year ended December 31, 2011.
At December 31, 2012, we had $1,381 in cash and cash equivalents, as compared to $18,231 at December 31, 2011. We had negative working capital of $20,066 at December 31, 2012 as compared to working capital of $4,555 at December 31, 2011.
Approach to Management’s Discussion and Analysis (MD&A)
The purpose of MD&A is to provide our shareholders and other interested parties with information necessary to gain an understanding of our financial condition, changes in financial condition and results of operations. As such, we seek to satisfy three principal objectives:
|
•
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to provide a narrative explanation of the Company’s financial statements “in plain English” that enables the average investor to see the Company through the eyes of management;
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•
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to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and
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•
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to provide information about the quality of, and potential variability of, the Company’s earnings and cash flow, so that investors can ascertain the likelihood and relationship of past performance being indicative of future performance.
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We believe the best way to achieve this is to give the reader:
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•
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An understanding of our operating environment and its risks;
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•
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An outline of our critical accounting policies;
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•
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A review of our corporate governance structure;
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•
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A review of the key components of the financial statements and our cash position and capital resources;
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•
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A review of the important trends in the financial statements and our cash flow; and
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•
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Disclosure on our internal controls and procedures.
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7
Operating Environment
We have had no source of revenue since the beginning of third quarter 2007. Based on current and projected operating levels, we do not believe that we can maintain our liquidity position at a consistent level, on a short-term or long-term basis, without a new business model and outside funding, or continued funding from our stockholder/officers.
Critical Accounting Policies
This discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
Our audited financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s current circumstances raise substantial doubt about the likelihood that the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Key Components of the Financial Statements and Important Trends
The Company’s financial statements, including the Balance Sheets, the Statements of Operations, the Statements of Cash Flows and the Statements of Stockholders’ Equity (Deficit), should be read in conjunction with the notes thereto included elsewhere in this report. MD&A explains the key components of each of these financial statements, key trends and reasons for reporting period-to-period fluctuations.
The Balance Sheet provides a snapshot view of our financial condition at the end of our latest fiscal year. A balance sheet helps management and our stockholders understand the financial strength and capabilities of our business. Balance sheets can help identify and analyze trends, particularly in the area of receivables and payables. A review of cash balances compared to the prior years and in relation to ongoing profit or loss can show the ability of the Company to withstand business variations. The difference between Current Assets and Current Liabilities is referred to as Working Capital and measures how much in liquid assets a company has available to build its business. This is addressed further in MD&A under Liquidity and Capital Resources.
The Statement of Operations tells the reader whether the Company had a profit or loss. It shows key sources of revenue and major expense categories. It is important to note period-to-period comparisons of each line item of this statement, reasons for any fluctuation and how costs are managed in relation to the overall revenue trend of the business. These statements are prepared using accrual accounting under generally accepted accounting principles in the United States. This is addressed further in MD&A under Revenues and Expenses.
The Statement of Cash Flows explains the actual sources and uses of cash. Some expenses of the Company, such as depreciation and amortization, do not result in a cash outflow in the current period, since the underlying expenditure or asset purchase was made years earlier. New capital expenditures, on the other hand, result in a disbursement of cash, but will be expensed in the Statement of Operations over their useful lives. Fluctuations in receivables and payables also explain why the net change in cash is not equal to the net loss reported on the Statement of Operations. Therefore, it is possible that the impact of a net loss on cash is less or more than the actual amount of the loss. This is discussed further in MD&A under Liquidity and Capital Resources.
8
The Statement of Stockholders’ Equity (Deficit) shows the impact of the operating results on the Company’s equity. In addition, this statement shows new equity brought into the Company through stock sales. This is discussed further in MD&A under Liquidity and Capital Resources.
Results of Operations
The following discussion and analysis relates to our results of operations for the year ended December 31, 2012 compared to the year ended December 31, 2011. The following discussion should be read in conjunction with the Financial Statements and notes thereto included elsewhere in this report.
Continuing Operations
For the Year Ended December 31, 2012, Compared to the Year Ended December 31, 2011
Revenues
There were no revenues for the years ended December 31, 2012 and December 31, 2011.
Operating Expenses
Operating expenses for the year ended December 31, 2012 decreased to $23,000 from $31,000 for the year ended December 31, 2011. The decrease in operating expenses resulted from a decrease in general and administrative expenses.
Net Loss
The net loss was $25,000 for the year ended December 31, 2012, compared to a net loss of $33,000 for the year ended December 31, 2011.
Liquidity and Capital Resources
At December 31, 2012, we had $1,381 in cash and cash equivalents as compared to $18,231 at December 31, 2011. We had negative working capital of $20,066 at December 31, 2012 as compared with working capital of $4,555 at December 31, 2011.
The Company's two stockholder/officers have been advancing cash to the Company to pay for ongoing expenses. There were $8,000 of outstanding loans at December 31, 2012.
At December 31, 2012, we had net operating loss carryforwards for Federal income tax purposes of approximately $9,600,000 which may be available to offset future Federal taxable income, if any, through 2031. These net operating loss carryforwards are subject to an annual limitation of approximately $1,000,000. Utilization of these loss carryforwards is subject to further limitation as a result of change in ownership of the Company, as defined by Federal tax law.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are not exposed to material future earnings or cash flow fluctuations from changes in interest rates . We have not entered into any derivative financial instruments to manage interest rate risk or for speculative purposes and we are not currently evaluating the future use of such financial instruments.
Item 8. Financial Statements and Supplementary Data.
9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Spatializer Audio Laboratories, Inc.:
We have audited the accompanying balance sheets of Spatializer Audio Laboratories, Inc. (Company) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended then. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Spatializer Audio Laboratories, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company sold substantially all of its assets in 2007. It is now a shell company and its future plans are uncertain. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ RAMIREZ JIMENEZ INTERNATIONAL CPAs
Irvine, California
February 26, 2013
10
SPATIALIZER AUDIO LABORATORIES, INC.
BALANCE SHEETS
|
December 31,
|
December 31,
|
|||||||
|
2012
|
2011
|
|||||||
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ASSETS
|
||||||||
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Current Assets:
|
||||||||
|
Cash and Cash Equivalents
|
$
|
1,381
|
$
|
18,231
|
||||
|
Other Current Assets
|
4,219
|
4,219
|
||||||
|
Total Current Assets
|
5,600
|
22,450
|
||||||
|
Total Assets
|
$
|
5,600
|
$
|
22,450
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities:
|
||||||||
|
Accounts Payable and Accrued Liabilities
|
$
|
17,666
|
$
|
17,895
|
||||
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Loans from Stockholders
|
8,000
|
-
|
||||||
|
Total Current Liabilities
|
25,666
|
17,895
|
||||||
|
Stockholders’ Equity (Deficit):
|
||||||||
|
Preferred shares, $.01 par value, 1,000,000 shares authorized, none issued and outstanding
|
-
|
-
|
||||||
|
Common shares, $.01 par value, 300,000,000 shares authorized, 12,142,000 shares issued and outstanding
|
121,420
|
121,420
|
||||||
|
Additional Paid-In Capital
|
47,250,887
|
47,250,887
|
||||||
|
Accumulated Deficit
|
(47,392,373
|
)
|
(47,367,752
|
)
|
||||
|
Total Stockholders’ Equity (Deficit)
|
(20,066
|
)
|
4,555
|
|||||
|
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
5,600
|
$
|
22,450
|
||||
The accompanying notes are an integral part of these statements.
11
SPATIALIZER AUDIO LABORATORIES, INC.
STATEMENTS OF OPERATIONS
|
Year Ended December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Operating Expenses:
|
||||||||
|
General and Administrative
|
$
|
22,690
|
$
|
31,395
|
||||
|
Operating Loss
|
$
|
(22,690
|
)
|
$
|
(31,395
|
)
|
||
|
Loss before income taxes
|
$
|
(22,690
|
)
|
$
|
(31,395
|
)
|
||
|
Income Taxes
|
(1,931
|
)
|
(1,985
|
)
|
||||
|
Net Loss
|
$
|
(24,621
|
)
|
$
|
(33,380
|
)
|
||
|
Basic and Diluted Loss per Share
|
$
|
(.00
|
)
|
$
|
(.00
|
)
|
||
|
Weighted-Average Shares Outstanding
|
12,142,000
|
8,463,416
|
||||||
The accompanying notes are an integral part of these statements.
12
SPATIALIZER AUDIO LABORATORIES, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
|
Common Shares
|
Additional
|
Total
|
||||||||||||||||||
|
Number
of Shares
|
Amount
|
Paid-In
Capital
|
Accumulated
Deficit |
Stockholders’
Equity (Deficit) |
||||||||||||||||
|
Balance, December 31, 2010
|
6,500,000 | $ | 65,000 | $ | 47,219,856 | $ | (47,334,372 | ) | $ | (49,516 | ) | |||||||||
|
Issuance of Common Stock
|
5,642,000 | 56,420 | $ | 31,031 | 87,451 | |||||||||||||||
|
Net Loss
|
(33,380 | ) | (33,380 | ) | ||||||||||||||||
|
Balance, December 31, 2011
|
12,142,000 | $ | 121,420 | $ | 47,250,887 | $ | (47,367,752 | ) | $ | 4,555 | ||||||||||
|
Net Loss
|
(24,621 | ) | (24,621 | ) | ||||||||||||||||
|
Balance, December 31, 2012
|
12,142,000 | $ | 121,420 | $ | 47,250,887 | $ | (47,392,373 | ) | $ | (20,066 | ) | |||||||||
The accompanying notes are an integral part of these statements.
13
SPATIALIZER AUDIO LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
|
Year Ended December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net Loss
|
$ | (24,621 | ) | $ | (33,380 | ) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Net Change in Assets and Liabilities:
|
||||||||
|
Other Current Assets
|
- | (4,219 | ) | |||||
|
Accounts Payable and Accrued Liabilities
|
(229 | ) | 7,253 | |||||
|
Net Cash Used In Operating Activities
|
(24,850 | ) | (30,346 | ) | ||||
|
Cash Flows From Financing Activities:
|
||||||||
|
Issuance of Common Stock
|
- | 20,000 | ||||||
|
Loans From Stockholders
|
8,000 | 27,451 | ||||||
|
Net Cash Provided by Financing Activities
|
8,000 | 47,451 | ||||||
|
Increase (decrease) in Cash and Cash Equivalents
|
(16,850 | ) | 17,105 | |||||
|
Cash and Cash Equivalents, Beginning of Period
|
18,231 | 1,126 | ||||||
|
Cash and Cash Equivalents, End of Period
|
$ | 1,381 | $ | 18,231 | ||||
|
Supplemental Disclosure of Cash Flow Information:
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest
|
$ | - | $ | - | ||||
|
Income Taxes
|
$ | 1,931 | $ | 2,116 | ||||
|
Supplemental disclosure of non-cash financing activity:
|
||||||||
|
Repayment of loans from stockholders through issuance of common stock
|
$ | - | 67,451 | |||||
The accompanying notes are an integral part of these statements.
14
SPATIALIZER AUDIO LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
(1) Ability to Continue as a Going Concern; Sale of Substantially All Assets
Until 2007, Spatializer Audio Laboratories, Inc. (Company) was a developer, licensor and marketer of next generation technologies for the consumer electronics, personal computing, entertainment and cellular telephone markets.
The foregoing financial statements have been prepared assuming that the Company will continue as a going concern. The Company is now a shell company and its future plans are uncertain. These circumstances raise substantial doubt about the likelihood that the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company's two stockholder/officers have been advancing cash to the Company on a short-term non-interest bearing basis to pay for ongoing general and administrative expenses.
(2) Significant Accounting Policies
Basis of Presentation — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
Cash and Cash Equivalents — Cash equivalents consist of highly liquid investments with original maturities of three months or less.
Earnings Per Share —Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the Company generated net losses in 2012 and 2011, outstanding stock options would have been anti-dilutive and were not applicable to these calculations.
Income Taxes — Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
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 in the United States. Actual results could differ from those estimates.
Fair Value of Financial Instruments — The carrying values of cash equivalents, accounts payable and accrued liabilities, and loans from stockholders at December 31, 2012 and 2011 approximated fair value due to their short maturity or nature.
15
(3) Stockholders’ Equity
On August 25, 2011, the Company converted $67,451 of debt owed to two of the Company’s stockholder/officers (Jay Gottlieb and Gregg Schneider) to shares of common stock based upon the August 19, 2011 closing price of $0.0155 per share. In addition, an investment of $20,000 at the same price was made by Mr. Schneider. The aggregate effect of these transactions resulted in the issuance of 5,642,000 shares of common stock.
(4) Income Taxes
Income tax expense for the years ended December 31, 2012 and 2011 consisted of the following:
|
2012
|
2011
|
|||||||
|
State franchise taxes
|
$
|
1,931
|
$
|
1,985
|
||||
|
Federal taxes
|
0
|
0
|
||||||
|
Total
|
$
|
1,931
|
$
|
1,985
|
||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets is composed primarily of the net loss carry forwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable losses, management believes it is more likely than not the Company will not realize the benefits of these deductible differences and has established a valuation allowance to fully reserve the deferred tax assets at December 31, 2012 and 2011. Additionally, the ultimate realizability of net operating losses may be limited by change of control provisions under Section 382 of the Internal Revenue Code. The Company’s income tax returns remain subject to examination for the years 2009 through 2012 for federal and state purposes.
(5) Subsequent Events
In January, 2013 Jay Gottlieb, the Company’s President, loaned $12,000 to the Company on an interest-free basis to assist in funding its operating expenses. No other material subsequent events have occurred since December 31, 2012 that require recognition or disclosure in the financial statements.
16
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A(T). Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. The Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Management’s Annual Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
The Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. In making this assessment, the Principal Executive Officer and Principal Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2012, internal control over financial reporting was effective.
The financial statements of the Company have been audited by the independent registered public accounting firm of Ramirez Jimenez International CPAs who were given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders and the Board of Directors. This annual report does not include an attestation report from the Company’s accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company’s internal controls over financial reporting, known to the Principal Executive Officer and Principal Financial Officer, that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
Not applicable.
17
Item 10. Director, Executive Officers and Corporate Governance
Directors and Officers
Michael Pearce, age 51, has been Chairman of the Board of Pernix Theraputics, Inc. since March 2010 and Chief Executive Officer and President of Golf Trust of America, Inc. since November 8, 2007. Mr. Pearce has been a private investor in various companies since 2002, with emphasis in distressed securities of publicly traded entities. From late 1999 through 2001, he served as Chief Executive Officer of iEntertainment Network. From 1996 to 1998, he served as Senior Vice President of Sales and Marketing of publicly traded VocalTec Communications, later returning in 1999 in a consulting capacity to its Chairman on matters pertaining to strategic alternatives, business development and mergers and acquisitions. From 1983 to 1996, he was employed in various technology industry management positions, including Senior Vice President of Sales and Marketing at Ventana Communications, a subsidiary of Thomson Corporation; Vice President of Sales at Librex Computer Systems, a subsidiary of Nippon Steel; and National Sales Manager at Hyundai Electronics America. From 1979 to 1983, he attended Southern Methodist University.
Joshua Krom, age 36, is the President of Realty Asset Management, LLC, a full service real estate company which has specialized in acquiring and rapidly repositioning distressed properties with the goal of maximize its investors’ returns. Mr. Krom has significant experience in the financial analysis of residential portfolios, retail, industrial and apartment buildings. Prior to forming Realty Asset Management, LLC, Mr. Krom practiced real estate and corporate law. He is a licensed attorney and real estate broker in California and a licensed real estate broker in Nevada. Mr. Krom received his Juris Doctorate degree from Emory University School of Law where he was a Dean’s Honors recipient. He graduated with High Honors from the University of California, Santa Barbara where he received a Bachelor of Arts Degree in Communications.
Gregg Schneider, age 36, is a private investor who specializes in undervalued publicly traded securities. During the past fourteen years, Mr. Schneider has been an active dealer in numismatic items, specializing in U.S. rare coins and currency. Mr. Schneider attended two years of courses at UCLA and is involved in several charitable organizations.
Jay Gottlieb, age 68, has been a director since May 2007. Mr. Gottlieb has been a private investor in various companies since 1998. He is involved in analysis and investment in undervalued special situations and shell corporations. He presently owns between 5% and 25% of several public companies and is a member of the Board of Directors of the Company. From 1992 to 1998 he was the editor of an investment service that analyzed and published extensive data on companies planning initial public offerings. From 1977 to 1991, Mr. Gottlieb was the President and Chairman of the Board of The Computer Factory, Inc. (NYSE), a nationwide organization involved in retail and direct sales, servicing and leasing of personal computers. From 1969 to 1988, he was President of National Corporate Sciences, Inc., a registered investment advisory service. Mr. Gottlieb holds a Bachelor of Arts from New York University.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3 and 4 furnished to us during the fiscal year ended December 31, 2012, we are not aware of any director, officer or beneficial owner of more ten percent (10%) of the common stock of the Company who failed to file on a timely basis any reports required by Section 16(a) of the Securities Exchange Act of 1934.
Code of Ethics
We adopted a Code of Ethics that applies to all of our directors, officers and employees, including our Chief Executive Officer, our Chief Financial Officer and, in the future, any other officers. The Company will provide a copy of our code of ethics to any person, free of charge, upon written request sent to our principal corporate office at 410 Park Avenue—15th Floor, New York, New York 10032.
Corporate Governance
Mr. Pearce is currently considered independent, as defined in the NASD listing standards, and met the criteria for independence set forth in the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since 2005, no members have been nominated or appointed to the Audit Committee.
18
Item 11. Executive Compensation
Compensation Discussion and Analysis
The Company does not currently have any employees. The following summarizes payments made to its officers (both of whom are unpaid).
SUMMARY COMPENSATION TABLE
|
Name and Principal Position
|
Year
|
Salary
|
Options Awards
|
Bonus
|
All Compensation
|
Total
|
||||||||||||||||
|
Jay Gottlieb
|
2012
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
| Chairman of the Board, CEO |
2011
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
|
Gregg Schneider
|
2012
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
| Chief Financial Officer |
2011
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards
|
Number of Securities
|
Number of Securities
|
|||||||||||||
|
Underlying
|
Underlying
|
|||||||||||||
|
Unexercised
|
Unexercised
|
Weighted Average
|
Option | |||||||||||
|
Options(#)
|
Options(#)
|
Option Exercise
|
Expiration
|
|||||||||||
|
Exercisable
|
Unexercisable
|
Price($)
|
Date
|
|||||||||||
| 0 | 0 | $ | 0 | 0 | ||||||||||
There are no outstanding options at the end of 2012.
Director Compensation
None of the Company’s directors received any cash compensation, stock option awards or other arrangements for services provided in their capacity as directors during the fiscal year ended December 31, 2012.
19
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information (except as otherwise indicated by footnote) as to shares of common stock owned as of February 28, 2013 or which can be acquired within sixty days of February 28, 2013 by (i) each person known by management to beneficially own more than five percent (5%) of Spatializer’s outstanding common stock, (ii) each of Spatializer’s directors, and officers, and (iii) all executive officers and directors as a group. On February 28, 2013, there were 12,142,000 shares of common stock outstanding.
|
AMOUNT AND
|
||||||||
|
NATURE OF
|
||||||||
|
BENEFICIAL
|
PERCENT OF
|
|||||||
|
NAME OF BENEFICIAL OWNER
|
OWNERSHIP
|
CLASS
|
||||||
|
Jay Gottlieb (2)
|
4,667,484
|
38.44
|
%
|
|||||
|
Greggory A. Schneider (1)(3)
|
2,781,766
|
22.91
|
%
|
|||||
|
Mike Pearce
|
0
|
|||||||
|
All directors and executive officers as a group (3 persons)(1)
|
7,449,250
|
61.35
|
%
|
|||||
|
(1)
|
The persons named in the table have sole voting and investment power with respect to all shares shown to be beneficially owned by them, subject to community property laws, where applicable, and the information contained in the footnotes to this table.
|
|
(2)
|
Based on the Schedule 13-D filed by Mr. Gottlieb with the Securities and Exchange Commission on December 3, 2009. Mr. Gottlieb’s address is 27 Misty Brook Lane, New Fairfield, Connecticut 06812.
|
|
(3)
|
Based on the Schedule 13-D filed by Mr. Schneider with the Securities and Exchange Commission on April 30, 2008. Mr. Schneider’s address is 10445 Wilshire Blvd., #1806, Los Angeles, California 90024.
|
20
Item 13. Certain Relationships and Related Transactions, and Director Independence
At this time, the Company has no employees and an ad hoc bookkeeper. It has four directors, one of whom would be defined as independent in the NASD listing standards, and met the criteria for independence set forth in the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has no formal policy in place as to the procedure for approving any transactions between the Company and its related persons (including officers, directors and stockholders). In the event that the Company should undertake any transaction that would require disclosure under this section, the Company may consider, in light of all then existing facts and circumstances, whether stockholder approval thereof should be sought.
Item 14. Principal Accountant Fees and Services
The following summarizes the fees paid or payable to Ramirez Jimenez International CPAs in connection with services related to the fiscal years ended December 31, 2012 and 2011:
|
December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Audit Fees (1)
|
$
|
14,000
|
$
|
14,000
|
||||
|
Audit Related Fees
|
||||||||
|
All Other Fees
|
||||||||
|
Total Fees
|
$
|
14,000
|
$
|
14,000
|
||||
|
(1)
|
Audit Fees are fees for professional services rendered for the annual audit and for reviews of quarterly financial statements included in Form 10-Q filings.
|
Since 2006, the Board of Directors’ Audit Committee has had no members. Thus, the Company’s Board of Directors has been and will be responsible for serving in the capacity of the Audit Committee and approving audit and non-audit services to be rendered by the Company’s independent registered public accounting firm until such time, if any, as members may be appointed to the Audit Committee.
21
PART IV
Item 15. Exhibits and Financial Statements
(a) Financial Statements
See Item 8.
(b) Exhibits
The following Exhibits are filed as part of, or incorporated by reference into, this Report:
|
Exhibit
Number
|
Description
|
|
|
2.1
|
Asset Purchase Agreement dated as of September 18, 2006 among the Company, Desper Products, Inc., DTS, Inc. and DTS-BVI (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.)
|
|
|
3.1
|
Certificate of Incorporation of Spatializer-Delaware as filed February 28, 1994. (Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 33-90532,effective August 21, 1995.)
|
|
|
3.2
|
Amended and Restated Bylaws of Spatializer-Delaware. (Incorporated by reference to the Company’s Registration Statement on Form S-1,Registration No. 33-90532, effective August 21, 1995.)
|
|
|
3.3
|
Certificate of Elimination of Series A Preferred Stock as filed December 26, 2002 (Incorporated by reference to the Company’s Annual Report on Form 10-K, for the period ended December 31,2002.)
|
|
|
10.1
|
Spatializer-Delaware Incentive Stock Option Plan (1995 Plan). (Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 33-90532, effective August 21,1995.)
|
|
|
10.2
|
Spatializer-Delaware 1996 Incentive Plan. (Incorporated by reference to the Company’s Proxy Statement dated June 25, 1996 and previously filed with the Commission.)
|
|
|
10.3
|
Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2005.)
|
|
|
10.4
|
License Agreement dated June 29, 1994 between DPI and MEC. (Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 33-90532, effective August 21,1995.)
|
22
|
Exhibit
Number
|
Description
|
|
|
10.5
|
Employment Agreement dated November 12, 2005, between the Company and Henry Mandell, as amended. (Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2005.)
|
|
|
10.6
|
Related Party Promissory Note to the Successor Trustee of the Ira A. Desper Marital Trust dated November 1, 2003. (Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, for the period ended December 31, 2005.)
|
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
|
|
31.1
|
Principal Executive Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Principal Financial Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification Pursuant to Rule 13a-14(b)/15d-14(b) and Section 1350, Chapter 63, Title 18 of the United States Code (Certification will not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended).
|
|
101.INS **
|
XBRL Instance Document
|
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
SPATIALIZER AUDIO LABORATORIES, INC.
|
|||
|
(Registrant)
|
|||
|
Dated: February 28, 2013
|
By:
|
/s/ Jay Gottlieb
|
|
|
Jay Gottlieb
|
|||
|
Chairman of the Board, Secretary,
|
|||
| Treasurer and Principal Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Josh Krom
|
Director
|
February 28, 2013
|
||
|
Josh Krom
|
||||
|
/s/ Michael Pearce
|
Director
|
February 28, 2013
|
||
|
Michael Pearce
|
||||
|
/s/ Gregg Schneider
|
Director , Chief Financial and Principal Financial Officer
|
February 28, 2013
|
||
|
Gregg Schneider
|
|
|||
|
/s/ Jay Gottlieb
|
Chairman of the Board, Secretary, | February 28, 2013 | ||
|
Jay Gottlieb
|
Treasurer and Principal Executive Officer
|
24