SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



AMENDMENT NO. ONE TO

FORM 20-F



(Mark One)

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934



OR



x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2004.



OR



o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)



For the transition period from  to .



Commission File Number:

0-17212



QSOUND LABS, INC.

(Exact name of registrant as specified in its charter)



Alberta, Canada

(Jurisdiction of incorporation or organization)



#400, 3115  12th Street N.E.

Calgary, Alberta

T2E 7J2

CANADA

Tel (403) 291-2492

Fax (403) 250-1521

(Address of principal executive offices)



Securities registered or to be registered pursuant to Section 12(b) of the Act:



Title of each class Name of each exchange on which registered



None



Securities registered or to be registered pursuant to Section 12(g) of the Act:



Common Shares - without nominal or par value.



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None.

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:



Common Shares at December 31, 2004: 8,404,085



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



Indicate by check mark which financial statement item the registrant has elect to follow.



Item 17 X

Item 18



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ITEM 19. EXHIBITS



Explanatory Note:



The certification under section 302 of the Sarbanes-Oxley Act of 2002 and the certification under section 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibits 12.1 and 13.1, respectively, to the Annual Report on Form 20-F for the year ended December 31, 2004 filed on March 21, 2005, were signed by Mr. David J. Gallagher in his capacity as President, Chief Executive Officer and Chief Financial Officer of QSound Labs, Inc.  Due to a typographical
error, Mr. Gallaghers complete titles were not set out in the certifications and such certifications are being refiled in the Amendment No. 1 to correct the typographical error.





1.1

Articles of Continuance of QSound Labs, Inc. (formerly called Archer Communications Inc.). (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.2

By-law No. 1 dated July 2, 2002. (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



1.3

By-law No. 2 dated May 14, 1991. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.4

Articles of Amendment dated September 3, 1991. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.5

Articles of Amendment dated July 8, 1992. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.6

Articles of Amendment dated June 25, 1993. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.7

Articles of Amendment dated November 26, 1996. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.8

Articles of Amendment dated January 8, 1997. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



2.1

Not Applicable



3.1

Not Applicable



4.1

Form of Stock Option Agreement (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



4.2

QSound Labs, Inc. 1998 Stock Option Plan (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



4.3

Employment Agreement dated September 30, 2002 between David J. Gallagher and QSound Labs, Inc. (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



4.4

Employment Agreement dated April 19, 1999 between Francis Munoz and QSound Labs, Inc.



4.5

Employment Agreement dated June 17, 2002 between Robert Starr and QSound Labs, Inc.



5.1

Not Applicable.



6.1

Not Applicable.



7.1

Not Applicable.



8.1

List of Subsidiaries (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



9.1

Not Applicable.



10.1

Not Applicable



11.1

Code of Ethics   (Incorporated by reference to our Annual Report on Form 20-F filed March 31, 2004.)



12.1

Certification of President and Chief Executive Officer under section 302 of the Sarbanes-Oxley Act of 2002.



12.2

Certification of Chief Financial Officer under section 302 of the Sarbanes-Oxley Act of 2002.



13.1

Certification of President and Chief Executive Officer under section 906 of the Sarbanes-Oxley Act of 2002.



13.2

Certification of 
Chief Financial Officer under section 906 of the Sarbanes-Oxley Act of 2002.



14.1

KPMG Consent of Auditors



15.1

Audit Committee Charter







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EXHIBITS  INDEX



Exhibit No.

Description of Document



1.1

Articles of Continuance of QSound Labs, Inc. (formerly called Archer Communications Inc.). (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.2

By-law No. 1 dated July 2, 2002. (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



1.3

By-law No. 2 dated May 14, 1991. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.4

Articles of Amendment dated September 3, 1991. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.5

Articles of Amendment dated July 8, 1992. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.6

Articles of Amendment dated June 25, 1993. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.7

Articles of Amendment dated November 26, 1996. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



1.8

Articles of Amendment dated January 8, 1997. (Incorporated by reference to our Annual Report on Form 20-F filed June 29, 2001.)



2.1

Not Applicable



3.1

Not Applicable



4.1

Form of Stock Option Agreement (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



4.2

QSound Labs, Inc. 1998 Stock Option Plan (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



4.3

Employment Agreement dated September 30, 2002 between David J. Gallagher and QSound Labs, Inc. (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



4.4

Employment Agreement dated April 19, 1999 between Francis Munoz and QSound Labs, Inc.



4.5

Employment Agreement dated June 17, 2002 between Robert Starr and QSound Labs, Inc.



5.1

Not Applicable.



6.1

Not Applicable.



7.1

Not Applicable.



8.1

List of Subsidiaries (Incorporated by reference to our Annual Report on Form 20-F filed May 20, 2003.)



9.1

Not Applicable.



10.1

Not Applicable



11.1

Code of Ethics  (Incorporated by reference to our Annual Report on Form 20-F filed March 31, 2004.)



12.1

Certification of President and Chief Executive Officer under section 302 of the Sarbanes-Oxley Act of
2002.





12.2

Certification of Chief Financial Officer under section 302 of the Sarbanes-Oxley Act of 2002.



13.1

Certification of President and Chief Executive Officer under section 906 of the Sarbanes-Oxley Act of
2002.



13.2

Certification of Chief
Financial Officer under section 906 of the Sarbanes-Oxley Act of 2002.



14.1

KPMG Consent of Auditors



15.1

Audit Committee Charter