Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 20, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | SPATIALIZER AUDIO LABORATORIES INC | ||
Entity Central Index Key | 890821 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Public Float | $562,611 | ||
Entity Common Stock, Shares Outstanding | 15,409,999 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash and Cash Equivalents | $5,085 | $249 |
Other Current Assets | 4,219 | |
Total Current Assets | 5,085 | 4,468 |
Total Assets | 5,085 | 4,468 |
Current Liabilities: | ||
Accounts Payable and Accrued Liabilities | 8,956 | 22,695 |
Loans from Stockholders | 2,000 | |
Total Current Liabilities | 8,956 | 24,695 |
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, 15,409,999 and 12,142,025 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | 171,420 | 121,420 |
Additional Paid-In Capital | 47,250,887 | 47,250,887 |
Accumulated Deficit | -47,426,178 | -47,392,534 |
Total Stockholders' Equity (Deficit) | -3,871 | -20,227 |
Total Liabilities and Stockholders' Equity (Deficit) | $5,085 | $4,468 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' Equity (Deficit): | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, authorized shares | 300,000,000 | 300,000,000 |
Common stock, issued shares | 15,409,999 | 12,142,025 |
Common stock, outstanding shares | 15,409,999 | 12,142,025 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Expenses : | ||
General and Administrative | $32,811 | $27,211 |
Total Operating Expenses | 32,811 | 27,211 |
Other Income | 28,500 | |
Loss Before Income Taxes | -32,811 | 1,289 |
Income Taxes | -833 | -1,450 |
Net Loss | ($33,644) | ($161) |
Basic and Diluted Loss Per Share | $0 | $0 |
Weighted Average Shares Outstanding - Basic and Diluted | 15,242,411 | 12,142,000 |
SHAREHOLDERS_EQUITY
SHAREHOLDERS EQUITY (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, value at Dec. 31, 2012 | $121,420 | $47,250,887 | ($47,392,373) | ($20,066) |
Beginning Balance, shares at Dec. 31, 2012 | 12,142,000 | |||
Common stock issued for cash, shares | 6,515,912 | |||
Common stock issued for cash, value | 34,841 | 100,000 | ||
Redemption of common stock, shares | -6,515,912 | |||
Redemption of common stock, value | -65,159 | -34,841 | -100,000 | |
Net loss | -161 | -161 | ||
Ending Balance, value at Dec. 31, 2013 | 121,420 | 47,250,887 | -47,392,534 | -20,227 |
Ending Balance, shares at Dec. 31, 2013 | 12,142,000 | |||
Common stock issued for cash, value | 50,000 | 50,000 | ||
Redemption of common stock, value | ||||
Net loss | -33,644 | -33,644 | ||
Ending Balance, value at Dec. 31, 2014 | $171,420 | $47,250,887 | ($47,426,178) | ($3,871) |
Ending Balance, shares at Dec. 31, 2014 | 15,409,974 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ||
Net Loss | ($33,644) | ($161) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on forgiveness of debt | -28,500 | |
Net Change in Assets and Liabilities: | ||
Decrease in other current assets | 4,219 | |
Increase (decrease) in accounts payable and accrued liabilities | -13,739 | 5,029 |
Advances from officers | 2,000 | |
Net Cash Used In Operating Activities | -43,164 | -21,632 |
Cash Flows from Financing Activities: | ||
Issuance of Common Stock | 50,000 | 100,000 |
Redemption of common stock | -100,000 | |
Proceeds from (repayment of) loans from officers | -2,000 | 20,500 |
Net Cash Provided by Financing Activities | 48,000 | 20,500 |
Net increase (decrease) in cash and cash equivalents | 1,381 | -1,132 |
Cash and Cash Equivalents, Beginning of Period | 249 | 1,381 |
Cash and Cash Equivalents, End of Period | 5,085 | 249 |
Cash paid during the period for: | ||
Interest | ||
Income Taxes | $833 | $1,450 |
1_SUMMARY_OF_SIGNIFICANT_ACCOU
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NATURE OF OPERATIONS | |
Until 2007, Spatializer Audio Laboratories, Inc. (the "Company") was a developer, licensor and marketer of next generation technologies for the consumer electronics, personal computing, entertainment and cellular telephone markets. The principal business of the Company was closed down in 2007, and the Company has no further operating activities and is now a shell company. | |
GOING CONCERN | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has no operating activities and is now a shell company. The Company has concluded that it should look for acquisitions or identify a merger partner. There can be no assurances that the Company will be successful in completing such a transaction or be able to maintain sufficient liquidity over a period of time that will allow it to carry out these actions, in which case the Company might be forced to liquidate or seek protection under the Federal bankruptcy statutes, or both. | |
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
BASIS OF PRESENTATION | |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
ACCOUNTING ESTIMATES | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. | |
CASH EQUIVALENTS | |
For the purposes of the statements of cash flows, the Company considers all highly liquid cash investments that mature in three months or less when purchased, to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. | |
STOCK OPTIONS | |
Compensation cost relating to stock-based payments, including grants of employee stock options, is recognized in financial statements based on the fair value of the equity instruments issued on the grant date. The Company recognized the fair value of stock-based compensation awards as compensation expense in its statement of operations on a straight line basis, over the vesting period. | |
INCOME TAXES | |
Deferred income taxes are provided under the asset and liability method and reflect the net tax effects of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The Company establishes valuation allowances when the realization of specific deferred tax assets is subject to uncertainty. The Company records no tax benefits on its operating losses, as the losses will have to be carried forward and realization of any benefit is uncertain. | |
EARNINGS PER SHARE | |
Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders 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 2014 and 2013, outstanding stock options would have been anti-dilutive and were not considered in these calculations. | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
The carrying values of cash equivalents, accounts payable and accrued liabilities, and loans and advances from officers at December 31, 2014 and 2013 approximated fair value due to their short maturity or nature. | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance under U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The ASU is effective for all entities and for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The adoption of ASU No. 2014-15 is not expected to have a significant impact on the Company's financial statements and related disclosures. |
2_INCOME_TAXES
2 INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
INCOME TAXES | 2. INCOME TAXES | ||||||||
Income tax expense for the years ended December 31, 2014 and 2013 consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
State business and franchise tax | $ | 833 | $ | 1,450 | |||||
Total | $ | 833 | $ | 1,450 | |||||
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, 2014 and 2013. 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 2011 through 2014 for federal and state purposes. |
3_ACCOUNTS_PAYABLE_AND_ACCRUED
3 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||||||||
Accounts payable and accrued liabilities as of December 31, 2014 and 2013 consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Legal and accounting costs | $ | 8,956 | 22,695 | ||||||
Total | $ | 8,956 | 22,695 | ||||||
4_STOCKHOLDERS_EQUITY
4 STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 4. STOCKHOLDERS' EQUITY |
On January 15, 2014, the Company issued 3,267,974 shares to Lone Star Value Investors, LP, an entity controlled by a director and officer of the Company on that date, for proceeds of $50,000. The proceeds of this issuance are being used to assist in funding the Company's operating expenses. |
5_RELATED_PARTY_TRANSACTIONS
5 RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
5 RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS |
As mentioned above, on January 15, 2014, the Company issued 3,267,974 shares to Lone Star Value Investors, LP, an entity controlled by Jeffrey E. Eberwein who was a director and officer of the Company at the time of the transaction. The $50,000 proceeds of this issuance are being used to assist in funding the Company's operating expenses. |
6_SUBSEQUENT_EVENTS
6 SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 6. SUBSEQUENT EVENTS |
On March 26, 2015, Mr. William Derosa resigned from the Board of Directors of the Company. No other material subsequent events have occurred since December 31, 2014 that require recognition or disclosure in the financial statements. |
1_SUMMARY_OF_SIGNIFICANT_ACCOU1
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Operations And Summary Of Significant Accounting Policies Policies | |
Nature of Operations | NATURE OF OPERATIONS |
Until 2007, Spatializer Audio Laboratories, Inc. (the "Company") was a developer, licensor and marketer of next generation technologies for the consumer electronics, personal computing, entertainment and cellular telephone markets. The principal business of the Company was closed down in 2007, and the Company has no further operating activities and is now a shell company. | |
Going Concern | GOING CONCERN |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has no operating activities and is now a shell company. The Company has concluded that it should look for acquisitions or identify a merger partner. There can be no assurances that the Company will be successful in completing such a transaction or be able to maintain sufficient liquidity over a period of time that will allow it to carry out these actions, in which case the Company might be forced to liquidate or seek protection under the Federal bankruptcy statutes, or both. | |
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
Basis of presentation | BASIS OF PRESENTATION |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
Accounting Estimates | ACCOUNTING ESTIMATES |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. | |
Cash Equivalents | CASH EQUIVALENTS |
For the purposes of the statements of cash flows, the Company considers all highly liquid cash investments that mature in three months or less when purchased, to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. | |
Stock Options | STOCK OPTIONS |
Compensation cost relating to stock-based payments, including grants of employee stock options, is recognized in financial statements based on the fair value of the equity instruments issued on the grant date. The Company recognized the fair value of stock-based compensation awards as compensation expense in its statement of operations on a straight line basis, over the vesting period. | |
Income Taxes | |
INCOME TAXES | |
Deferred income taxes are provided under the asset and liability method and reflect the net tax effects of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The Company establishes valuation allowances when the realization of specific deferred tax assets is subject to uncertainty. The Company records no tax benefits on its operating losses, as the losses will have to be carried forward and realization of any benefit is uncertain. | |
Earnings Per Share | EARNINGS PER SHARE |
Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders 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 2014 and 2013, outstanding stock options would have been anti-dilutive and were not considered in these calculations. | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS |
The carrying values of cash equivalents, accounts payable and accrued liabilities, and loans and advances from officers at December 31, 2014 and 2013 approximated fair value due to their short maturity or nature. | |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance under U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The ASU is effective for all entities and for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The adoption of ASU No. 2014-15 is not expected to have a significant impact on the Company's financial statements and related disclosures. |
2_INCOME_TAXES_Tables
2 INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Summary of income tax expense | December 31, | ||||||||
2014 | 2013 | ||||||||
State business and franchise tax | $ | 833 | $ | 1,450 | |||||
Total | $ | 833 | $ | 1,450 |
3_ACCOUNTS_PAYABLE_AND_ACCRUED1
3 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts payable and accrued liabilities | December 31, | ||||||||
2014 | 2013 | ||||||||
Legal and accounting costs | $ | 8,956 | 22,695 | ||||||
Total | $ | 8,956 | 22,695 |
2_INCOME_TAXES_Details
2 INCOME TAXES - (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
State business and franchise tax | $833 | $1,450 |
Total | $833 | $1,450 |
3_ACCOUNTS_PAYABLE_AND_ACCRUED2
3 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Legal and accounting costs | $8,956 | $22,695 |
Total | $8,956 | $22,695 |
4_STOCKHOLDERS_EQUITY_Details_
4 STOCKHOLDERS' EQUITY (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 15, 2014 | |
Equity [Abstract] | |||
Shares issued to related party | 3,267,974 | ||
Proceeds from stock issued for funding opetating expenses | $50,000 | $100,000 |
5_RELATED_PARTY_TRANSACTIONS_D
5 RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 15, 2014 | |
Related Party Transactions [Abstract] | |||
Shares issued to related party | 3,267,974 | ||
Proceeds to be used in funding operating expenses | $50,000 | $100,000 |