UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 |
Spatializer Audio Laboritories (Name of Issuer) |
Common Stock (Title of Class of Securities) |
84725L101 |
Gregg Schneider 10445 Wilshire Blvd #1806 Los Angeles, CA 90024 310 470 5105 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
April 25, 2007 (Date of Event which Requires Filling of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box. ( ) |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See · 240.13d-7 for other parties to whom copies are to be sent. |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
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SCHEDULE 13D | ||||
CUSIP No. 84725L101 | ||||
1. | Names of Reporting Persons. Gregg Schneider I.R.S. Identification No. |
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2. | Check the Appropriate Box if a Member of a Group*
(a.) ( ) (b.) ( X ) |
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3. | SEC USE ONLY | |||
4. | Source of Funds* |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e) ( ) | |||
6. |
Citizenship or Place of Organization |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 6,497,500 |
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8. | Shared Voting Power |
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9. | Sole Dispositive Power 6,497,500 |
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10. | Shared Dispositive Power |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,497,500 shares |
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12. | Check if the Aggregate Amount Represented by
Amount in Row (11) Excludes Certain Shares (See Instructions) ( ) |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. | Type of Reporting Person |
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Mr. Schneider and two other individuals recently purchased a combined 16,236,615 newly issued shares from the issuer. These three persons now own a combined total of 23,328,115 shares of the issuer (35.9%). At some point in the future, Mr. Schneider and or one of the others may attempt to influence the issuer and its plans. | ||||
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Item 1. Security and Issuer | ||||
Item 2. Identity and Background. | ||||
(a) |
Name: Gregg Schneider |
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(b) |
Residence or business address: 10445 Wilshire Blvd #1806
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(c) |
Present Principal Occupation or Employment: Self-employed |
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(d) |
Criminal Conviction: No. |
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(e) |
Court or Administrative Proceedings: No. |
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(f) |
Citizenship: United States | |||
Item 3. Source and Amount of Funds or Other Consideration: | ||||
Item 4. Purpose of Transaction | |
In the future, the Reporting Person may attempt to influence the issuer. The Reporting Person has acquired these securities for investment purposes.
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(a) |
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; |
The Reporting Person may acquire additional shares of the issuer depending on the price and market conditions. | |
(b) |
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; |
The Reporting Person intends to vote his shares for the above mentioned authorized share increase and reverse split authorization as well. The Reporting Person may attempt to cause or vote for a transaction which he believes is beneficial for maximizing shareholder value, including, but not limited to, a reverse merger or other extraordinary similar transaction. | |
(c) |
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; |
None at the moment except the Reporting Person will vote for the Asset Sale which constitutes substantially all of the issuer's non-cash assets, which will then be distributed to shareholders in a distribution in approximately April 2008 along with other cash balances net of $100,000 to be left for working capital. | |
(d) |
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
The Reporting Person may at some point join the Board of Directors in the future, but has no plans to do so as the moment. | |
(e) |
Any material change in the present capitalization or dividend policy of the issuer; |
The Reporting Person may support the Board of Directors in entering into a transaction which involves a reverse merger or other extraordinary transaction which he believes is beneficial to shareholders. | |
(f) |
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; |
see above | |
(g) |
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; |
see above | |
(h) |
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
No. | |
(i) |
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
No. | |
(j) |
Any action similar to any of those enumerated above. |
see above |
Item 5. Interest in Securities of the Issuer. | ||||
(a) |
6,497,500 shares 9.996% |
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(b) |
6,497,500 shares |
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(c) |
see below |
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Transaction |
Shares or Units |
Price per |
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03/01/2007 |
400000 |
.0211 |
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(d) |
No. |
(e) |
Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. | |
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Item 7. Material to be Filed as Exhibits. | |
Signature | ||||
Date: April 30, 2007 | ||||
Gregg Schneider |
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By: | /s/ Gregg Schneider Gregg Schneider |
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