FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

-----------------

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month ~~of May~~August, 2005

QSound Labs, Inc.

(Translation of Registrant's Name into English)

-----------------

400 – 3115 12 Street N.E.

Calgary, Alberta Canada T2E 7J2

(Address of principal executive offices)

-----------------

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Indicate by check mark by furnishing the information contained in this Form the registrant is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ___ No X_

If "Yes " is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable

Registrant herewith furnishes ~~Change~~Canadian/United ofStates ~~Auditor~~Accounting ~~Reporting~~Principles ~~Package~~Reconciliation, as at June 30, 2005 and for the six months ended June 30, 2005 and 2004 (expressed in United States dollars). The information furnished in this Form 6-K and in the Form 6-K furnished to the SEC on August 11, 2005 is hereby incorporated by reference into the registration statement on Form F-3 (No. 333-121871) and the prospectus contained therein.

Signatures

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

QSound Labs, Inc.

(Registrant)

Date: ~~May~~August 1719, 2005

/s/ Joanna Varvos

Joanna Varvos

Corporate Secretary

~~CHANGE OF~~QSOUND ~~AUDITOR~~LABS, ~~NOTICE~~INC.

~~Pursuant to~~Canadian/United ~~National~~States ~~Instrument~~Accounting ~~51-102~~Principles Reconciliation

~~To:~~As at June 30, 2005 and for the six months ended June 30, 2005 and 2004

~~KPMG LLP~~(expressed in United States dollars)

~~Suite 1200~~QSound Labs, Inc. (the “Company”) prepares its interim consolidated financial statements in accordance with Canadian generally accepted accounting principles which, in the case of QSound Labs, Inc. conform in all material respects with United States generally accepts accounting principles except as outlined below. These interim consolidated financial statements are unaudited. However, they reflect all adjustments, consisting solely of normal recurring adjustments, necessary to a fair presentation for the interim periods presented.

~~Bow Valley~~For ~~Square~~the IIUS GAAP earnings press releases issued by QSound for the first quarter of 2004 on May 12, 2004 and for the second quarter of 2004 on August 4, 2004, depreciation and amortization charges had been excluded from the calculation of operating loss. United States GAAP requires that those charges be included in the calculation of operating loss. These amounts have been included in the comparative figures for press releases issued by QSound for the first quarter of 2005 on April 29, 2005 and for the second quarter of 2005 on August 2, 2005.

~~205 -~~No ~~5th~~differences ~~Avenue~~in SWreported net loss or net loss per share amounts arise in the six month periods ended June 30, 2005 and 2004.

~~Calgary, Alberta~~The ~~T2P~~effect ~~4B9~~on the consolidated balance sheet of differences between Canadian and US GAAP is as follows:

~~And To:~~Reconciliation of Balance Sheet under Canadian GAAP to United States GAAP

~~Grant~~As reported ~~Thornton~~ in ~~LLP~~accordance with

~~Sun Life Plaza, East Tower, Suite 1000~~Under

~~112 -~~June ~~4th~~30, ~~Avenue S.W.~~2005

~~Calgary, Alberta~~Canadian ~~T2P 0H3~~GAAP

KPMG LLP Chartered Accountants ("Former Auditor") resigned as the auditors of QSound Labs, Inc. (the "Company") on April 29, 2005 at the request of the Company. Grant Thornton LLP ("Successor Auditor") were appointed as successor auditors of the Company. Differences

~~The Audit~~US ~~Committee and the Board of Directors considered and approved the resignation of the Former Auditor and the appointment of the Successor Auditor.~~GAAP

~~There were~~Current no reservations in the Former Auditor's reports on any of the Company's financial statements relating to the period commencing on January 1, 2003 and ending on April 29, 2005. Further, during this period there were no reportable events including disagreements, consultations or unresolved issues as defined in National Instrument 51-102.assets

~~DATED this 3rd day of May, 2005~~$

~~/s/ David Gallagher~~3,013,425

~~David Gallagher~~$

~~President~~–

~~QSound Labs, Inc.~~$

~~Head Office & Technical Research Facility: 400~~3, ~~3115-12th Street NE · Calgary~~013, ~~AB · Canada T2E 7J2 · Phone: 403.291.2492 · Fax: 403.250.1521~~425

~~www.qsound.com~~Capital assets

~~Grant Thornton LLP~~1,257,809

~~Chartered Accountants~~ –

~~Management Consultants~~1,257,809

~~May~~Intangible ~~10, 2005~~assets

~~Alberta Securities Commission~~155,390

~~British Columbia Securities Commission~~ –

~~Ontario Securities Commission~~155,390

~~Attention: Continuous Disclosure~~$

~~Dear Sirs:~~4,426,624

~~RE: QSound Labs, Inc. (the "Corporation")~~ $

~~Change of~~– ~~Auditors~~

~~Notice Pursuant to Part 4.11 of National Instrument 51-102~~$

~~We have reviewed the Corporation's Notice of Change of Auditor dated May 3~~ 4, ~~2005.~~426,624

WeCurrent ~~advise that we agree with the information contained in the above mentioned Notice based on our knowledge of that information at this time.~~liabilities

~~Chartered Accountants~~ $

~~Calgary~~266, ~~Alberta~~621

~~#2904-000~~$

~~Suite 1000~~–

~~112 - 4th Avenue SW~~ $

~~Calgary~~266, ~~Alberta~~ 621

~~T2P 0H3~~Shareholder’s equity:

~~T (403)~~Common ~~260-2500~~shares

~~F (403) 260-2571~~45,847,445

~~E Calgary@GrantThornton.ca~~202,058

~~W www.GrantThornton.ca~~46,049,503

~~Canadian Member of Grant Thornton International~~Warrants

1,502,331

Contributed Surplus

1,368,102

Deficit

(44,557,875)

(202,058)

(44,759,933)

4,426,624

–

4,426,624

Filing Compare · QSOUND LABS INC