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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB**/A**Amendment No. 1****

[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2006

[]
  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934

For the transition period from _________to ___________

Commission file number: 333 - 118398

SOUND REVOLUTION INC.(Name
of small business issuer in its charter)

|Delaware                                         | N/A                                 
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or |                                     
|organization)                                    | (I.R.S. Employer Identification No.)

|345  West 11thAvenue                    |           
|---------------------------------------- | ----------
|Unit 4                                   |           
|Vancouver, British Columbia              | V5Y 1T3   
|(Address of principal executive offices) | (Zip Code)

Issuer's telephone number 604-780-3914

Securities registered under Section 12(b) of the Exchange Act:
None.

Securities registered under Section 12(g) of the Exchange Act:
None.

Common Stock(Title of class)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past 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 []

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB [].

State issuer's revenues for its most recent fiscal year.
Nil.

The aggregate value of the voting stock held by non-affiliates
of the registrant, computed by reference to the average closing sale price as of
June 12, 2006, was approximately $2,568,120.

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date:10,391,191 common
  shares, $0.0001 par value outstanding as of June 12, 2006

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes []
  No [ X ]

Transitional Small Business Disclosure Format (Check one): Yes
  []
   No [ X ]

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INDEX

|           |                                                                                                                       | PAGE
|---------- | --------------------------------------------------------------------------------------------------------------------- | ----
|PART I     |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 1     | Description of Business                                                                                               | 3   
|           |                                                                                                                       |     
|Item 2     | Description of Property                                                                                               | 9   
|           |                                                                                                                       |     
|Item 3     | Legal Proceedings                                                                                                     | 9   
|           |                                                                                                                       |     
|Item 4     | Submission Of Matters to a Vote of Security Holders                                                                   | 9   
|           |                                                                                                                       |     
|PART II    |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 5     | Market for Common Equity And Related Stockholder Matters                                                              | 9   
|           |                                                                                                                       |     
|Item 6     | Management's Discussion and Analysis or Plan of Operation                                                             | 10  
|           |                                                                                                                       |     
|Item 7     | Financial Statements                                                                                                  | 17  
|           |                                                                                                                       |     
|Item 8     | Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure                            | 18  
|           |                                                                                                                       |     
|Item 8A    | Controls and Procedures                                                                                               | 18  
|           |                                                                                                                       |     
|PART III   |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 9     | Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act | 19  
|           |                                                                                                                       |     
|Item 10    | Executive Compensation Security Ownership of Certain Beneficial
      Owners and Management and Related               | 21  
|           |                                                                                                                       |     
|Item 11    | Stockholder Matters                                                                                                   | 22  
|           |                                                                                                                       |     
|Item 12    | Certain Relationships and Related Transactions                                                                        | 23  
|           |                                                                                                                       |     
|Item 13    | Exhibits and Reports on Form 8K                                                                                       | 24  
|           |                                                                                                                       |     
|Item 14    | Principal Accountant Fees and Services                                                                                | 25  
|           |                                                                                                                       |     
|Signatures | 25                                                                                                                   

2

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PART I

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"will", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

As used in this annual report, the terms "we", "us", "our", and
"Sound Revolution" mean Sound Revolution Inc., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise
indicated.

Item 1. Description of Business

Corporate History

Sound Revolution Inc. was incorporated on June 4, 2001 under
  the laws of the State of Delaware. Our principal offices and studio are located
  at 345 West 11th Avenue, Unit 4, Vancouver, British Columbia, V5Y
  1T3, and our telephone number is (604)780-3914. We have one wholly owned subsidiary,
  Charity Tunes Inc., which we incorporated as a Delaware company on June 27,
  2005 .

Business Development

We have only recently begun our current operations and we have
a limited history of revenues and significant operational losses to date as well
as an accumulated shareholder deficit. For the year ended February 28, 2006, we
had no total revenues, a net loss of $67,691 and an accumulated deficit of
$124,619.

Sound Revolution is currently developing software to assist artists
  in maintaining, developing and communicating with their customers through email
  and the Internet. On May 31, 2006 we completed and launched our website www.charitytunes.com
  and on May 31, 2006, we received the first revenues from the sale of digital
  music on the site. Through charitytunes.com we sell digital music downloads,
  while allowing music purchasers to allocate 10% of each song price to a charitable
  cause chosen from our list of participating charities. We currently have the
  rights to over 6,000 songs and we have approximately 10 charities who have agreed
  to participate.

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Since our inception, on June 4, 2001, we have been developing our business plan and identifying potential products and services related to digital music distribution that we could develop, market and sell. In June, 2001 we developed plans to create
software, called FanPro that will enable musicians to sell digital music and other products to their fans (potential customers) using emails and the Internet, and we actively began developing the outline containing the specifications for all of the
features for this software.

In the beginning of 2002 we developed our website, www.soundrevolution.net and began working with musicians to assist them in promoting their music on our website and through live events, the proceeds of ticket sales of which were donated to
charities.

In 2002 and 2003 we co-produced and marketed several live events where some of the musicians featured on our website performed live. For only one of these events, SHOW!, did we record any revenues, and these are the sole revenues we have generated
to date.

Since our inception, we have contemplated that we would sell digital music online, and in July, 2004, we decided that we would develop a website which will allow customers to purchase digital music downloads, and allow customers to choose a charity
that will receive a benefit equal to a portion of the purchase price for each song that they purchase. In August, 2004 we registered the domain name www.charitytunes.com for this purpose and since then we have been actively developing this website.
We intend to make available other related products and services which will assist musicians in marketing their music online, but so far we have not commenced operations related to any other products or services.

Our Products and Services

Fanpro(TM)

Sound Revolution is in the early stages of developing email management software that will enable musicians to maintain a database of fans (customers) through an email contact management system. The software we are designing will enable musicians to
sell digital music and other products to their customers using emails and the Internet. We intend to build the software to encompass the following primary features:

- Identification and maintenance of fans through an online database
- Database to store specific information relating to fans
- Set functions to allow distribution of promotions and news to selected fans
- Automatic pop ups from a musician's website to collect fan information
- Other online membership sign up which is connected to a database
- Templates for promotions such as pre releasing new songs for a fee to a fan base and advertising live events
- Collection of annual fan membership fees

Our intention is to build the core software by hiring software programmers as independent contractors to develop the software according to our specifications and to add special features through the acquisition or licensing of software components
already developed. We have identified a software developer and we are currently in negotiations regarding development of this product.

Once the software is complete, we intend to generate revenues
  by licensing the software to musicians, record labels and musician managers.
  Also, we intend to build a vast database of

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music fans through the musicians and record labels that use our software and to generate revenues by sending paid promotional advertisements to this database of music fans.

Charitytunes.com

Though our wholly owned subsidiary, Charity Tunes Inc., we have developed a website, charitytunes.com which sells digital music downloads to customers on the Internet and allows customers to choose from a selection of charities which will receive a
percentage of the purchase price of the songs being purchased.

On May 3, 2005, Sound Revolution’s subsidiary, Sound
  Revolution Recordings Inc. entered into an agreement with Gravit-e Technologies
  Inc. (“Gravit-e”) for the development of Sound Revolution’s
  charitytunes.com website, including custom development, standard application
  hosting and necessary hardware purchases (the “Development Agreement”).
  The total cost for the site was approximately $8,397 ,
  all of which has been paid. We have exclusive ownership and copyright for source
  code for any applications or modules which are entirely custom developed by
  Gravit-e for us.

The Development Agreement required development of the website so that charitytunes.com can provide a portal to information on artists who are featured on the site. The site allows for partial proceeds from each sale to be donated to charitable
causes. The site has artist and charity databases, which can be accessed by both charities and music content owners to allow them to view directly information relating to sales and site traffic. The Development Agreement also required development by
Gravit-e of a Charity Tunes engine which allows users to log in and listen to previews of songs, purchase songs in customized combinations or pre-set packages, purchase monthly subscriptions to songs, make gift purchases, and rate and post reviews
on songs. As of June 12, 2006, the functions enabling site visitors to listen to previews and purchase songs in customized combinations are complete. Gravit-e is still working on enabling our site to sell pre-set packages. We expect these functions
to be available within a week. Other functions of the site are to include tracking and reporting functions for artists and charities as well as mailing list sign-up and email broadcast capabilities and functions which will allow Sound
Revolutions management to view orders and account balances for purchasers, artists and charities. The Development Agreement estimates that the development of the site will take year, including beta testing.

We have completed the form of digital distribution agreement
  that we intend to use to build a library of digital music rights and we have
  made offers to several musicians to acquire digital music rights. On January
  11, 2005, Sound Revolutions wholly owned subsidiary, Sound Revolution
  Recordings Inc. (SR Recordings) entered into an agreement with David
  Hersk doing business as Hersk & Associates to acquire certain distribution
  rights to a library of approximately 6,664 sound recordings. For a period of
  six years from the date of the agreement, SR Recordings has the right to stream
  the songs from its websites, and to sell them through web sites, in-store kiosks,
  portable music players, mobile phones, personal digital assistants, wireless
  applications and other Internet enabled devices, as well as compilation CDs
  containing songs pre-determined by SR Recordings or as a customized compilation.
  Under the agreement, SR Recordings is entitled to choose the price to download
  the songs, and after accounting for expenses and promotional costs, including
  any donations to charities or non-profit organizations, the remainder of the
  purchase price shall be split 50/50 between SR Recordings and Hersk & Associates.
  The library consists of 6,664 songs in a wide variety of genres, including Childrens,
  Classical, Country, Big Band, Dance Music, Easy Listening, Holiday Favorites,
  Inspirational, Jazz, Rock, Pop, Specialty, Stage and Screen and World Music.
  Hersk & Associates is obligated to deliver SR masters to all of the licensed
  songs in MP3 format on DVD. SR Recordings is obligated to pay a total of $5,000
  as a royalty advance for the distribution rights, $2,800 which was paid in January,
  2005 and the balance of which was paid in July, 2005.

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The Hersk music library is the first major digital music rights
acquisition by Sound Revolution which we have acquired for the purpose of
selling through our website, charitytunes.com.

We have signed up nine charities to participate in charitytunes.com
  and we are currently in discussions with several other charities to secure their
  participation in the website. The website will serve as a showcase for music
  as well as allowing certain charities to present their causes, raising awareness
  and money for the charities. Our intention is to generate revenues by selling
  digital music downloads through the website. The suppliers of the songs may
  be musicians, record labels, musician agents and managers and anyone who owns
  or controls digital music rights. We need to enter into agreements to acquire
  the rights to a significant number of songs in various genres in order for our
  website charitytunes.com to be fully-operational. According to the digital music
  distribution agreement we are currently using to negotiate music rights, a portion
  of the sale of each song will go to a charity selected by the purchaser of the
  song, some of the sale proceeds will be kept by Sound Revolution as reimbursement
  for expenses, and the remaining sale proceeds (the net profits) shall be split
  between the owner of the song and Sound Revolution.

Our Distribution Methods

We intent to distribute our digital music through software that
we intend to develop and own. We are currently negotiating with a software
development company to design a proprietary platform for the distribution of
digital music through our website charitytunes.com.

New Products and Services

Charitytunes.com is a new service, since it was launched on May
  31, 2006. We intend to launch new Fanpro(TM) are both new services which we
  intend to develop, and both are in the initial stages of development. Our goal
  is to develop the first phase of charitytunes.com by fall 2005 and to launch
  the website by the end of 2005. We intend to have the functional specifications
  of our Fanpro(TM) software completed by early 2006 and we intend to have the
  software fully developed and ready for distribution by the end of 2006. As we
  have not yet entered into written agreements for the development of either of
  these new products, we cannot be certain that we will complete these products
  by our anticipated dates or at all.

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General

Subsidiaries

Sound Revolution currently owns two wholly owned subsidiaries, one called Sound Revolution Recordings Inc., a company incorporated in British Columbia for the purposes of carrying on business in British Columbia, and another called Charity Tunes
Inc, a company incorporated in Delaware for the purpose of carrying on online music distribution.

Intellectual Property

We own the copyright in the websites www.soundrevolution.net and www.charitytunes.com. We also own all the copyright in our logos for both Sound Revolution and Charity Tunes.

Competition

We currently have no share in the market for digital distribution, online music sales, or in any of our planned online music services. Our digital music sales business will face competition from traditional retail music distributors such as Tower
Records as well as online retailers such as Amazon.com. These retailers may include regional and national mall-based music chains, international chains, deep-discount retailers, mass merchandisers, consumer electronics outlets, mail order, record
clubs, independent operators and online physical retail music distributors, many of which have greater financial and other resources than we do. To the extent that consumers choose to purchase media in non-electronic formats, it may reduce our
sales, reduce our gross margins, increase our operating expenses and decrease our profit margins in specific markets.

Our online music services competitors include Listen.com, the provider of the Rhapsody service and a subsidiary of RealNetworks, Inc., Apple Computer's iTunes Music Store, Buy.com, Inc., MusicNet, a joint venture between, among others, AOL Time
Warner and RealNetworks, MusicMatch and other online efforts, including those of leading media companies. We anticipate competition for online music distribution service revenue from a wide range of companies, including broadband Internet service
providers such as Yahoo! and MSN as well as from e-tailers such as Amazon.com, Bestbuy.com, Dell Computers, Virgin and Walmart.com.

Our online music services also face significant competition from free peer-to-peer services, such as KaZaA, Morpheus, Grokster and a variety of other similar services that allow computer users to connect with each other and to copy many types of
program files, including music and other media, from one another's hard drives, all without securing licenses from owners of digital music rights. The legal status of these free services is uncertain, because although some courts have found that
these services violate copyright laws, other services have been found to not violate any copyright laws, particularly in the case of Grokster. Additionally, enforcement efforts against those in violation have not effectively shut down these
services, and there can be no assurance that these services will ever be shut down. The ongoing presence of these "free" services substantially impairs the marketability of legitimate services, regardless of the ultimate resolution of their legal
status.

Many of our competitors have significantly more resources
  than we do, including access to digital music rights, and some of our competitors
  may be able to leverage their experience in providing online music distribution
  services or similar services to their customers in other businesses. Some of
  these competitors may be able to offer goods and services at a lower price than
  we can. In addition, competing services may be able to obtain more or better
  music content or may be able to license digital music on more favorable terms
  than we can, which could harm the ability of our online music services to compete
  effectively in the marketplace.

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The Internet and media distribution industries are undergoing substantial changes, which have resulted in increased consolidation. Many companies in these industries have been going out of business or are being acquired by competitors. As a result,
we may be competing with larger competitors that have substantially greater resources than we do. We expect this consolidation and strategic partnering to continue.

We believe that consumers in the 35+ age group would be interested in a website which would allow them to buy music and at the same time benefit a charity or cause of their choice. We also believe that the 35+ age group is less likely to use file
sharing services because they may be less comfortable with technology, and more likely to respect copyright laws. Accordingly, a significant market sector that we will focus our marketing efforts for our charity music website will be these older
consumers. To do so we must recruit the best of those established and highly visible artists with whom this constituency identifies. It is certain that our ability to recruit such recording artists and effectively market to this audience will play a
significant role in our success as a company.

Legislation and Government Regulation

Laws and regulations directly applicable to Internet communications, commerce and advertising are becoming more prevalent. In addition to recent laws enacted by the United States Congress regulating children's privacy, copyrights and taxation, Sound
Revolution is subject to rules and regulations around the world which effect the business of the Internet. Also, because Sound Revolution carries on business in Canada, it is subject to laws regarding employment, taxes and other regulatory issues
for its Canadian operations.

The European Union recently enacted its own privacy regulations that may result in limits on the collection and use of certain user information. The laws governing the Internet, however, remain largely unsettled, even in areas where there has been
some legislative action. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, libel and commerce may prompt calls for more stringent consumer protection laws, both in the United States
and abroad, that may impose additional burdens on companies conducting business on the Internet. Furthermore, the Federal Trade Commission has recently investigated the disclosure of personal identifying information obtained from individuals by
Internet companies. Evolving areas of law that are relevant to our business include privacy law, proposed encryption laws, regulation on what websites contain, and sales and use tax. For example, changes in copyright law could require us to change
the manner in which we conduct business or increase our costs of doing business. Because of this rapidly evolving and uncertain regulatory environment, we cannot predict how these laws and regulations might affect our business. In addition, these
uncertainties make it difficult to ensure compliance with the laws and regulations governing the Internet. These laws and regulations could harm us by subjecting us to liability or forcing us to change how we do business.

**Environmental Law Compliance**

To the extent which environmental compliance may be necessary,
  we do not anticipate any significant compliance expense.

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Item 2. Description of Property.

Our offices and studio are located at 345 West 11th
  Avenue, Unit 4, Vancouver, British Columbia, V5Y 1T3, telephone (604)780-3914,
  fax (604) 408 5177. We lease the studio, which is approximately 400 square feet,
  from Ryan Tunnicliffe, who is an officer of Sound Revolution. We pay Mr. Tunnicliffe
  $162 U.S. Dollars ($200 Canadian) per month for the facilities. The property
  is equipped with full music production and multimedia production facilities,
  including the following: Computer DAW Running Emagic Logic, Nuendo and Pro tools
  Computer Non-Linear Editing System, 210gb Adobe Premeire, After Effects Roland
  JV-30 midi controller Yamaha RM1x Midi Sequencer Emu Launch Pad Midi Controller
  Korg Electribe ES Groove Sampler Yamaha Ry-30 Rhythm Programmer Korg MicroKorg
  Synthesiser, Ensoiq DP4+, Aphex Aural Exciter, Emu ESI-4000 Sampler Lexocon
  Vortex Signal Processor, DeltaLab Effectron Delay Line, Symtrix SG-200 Dual
  Signal Gates (2), Spirirt Folio Mixer, Videoonics Mx1. video mixer, Yamaha cs-10
  Vintage Analog Synth, Yamaha cs-15, Vestex Turntables and Mixer Sony TRV-900
  3CCD DV, Canon Vistua Digital Video Camera, and an Audio Technica 291b Mic.
  Internet connection and fax are included in our monthly lease payment. We pay
  an additional fee for our telephones.

Item 3. Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or has a material interest adverse to us.

Item 4. Submissions of Matters to a Vote of Security
Holders.

We had no submissions of matters to a vote of security holders
during the last quarter of our fiscal year.

Item 5. Market for Common Equity and Related Stockholder
Matters.

Our common stock is quoted on the OTC Bulletin Board under the
symbol "SRVN". Our common stock began quotation on the OTC Bulletin Board on
June 23, 2005. The following quotations reflect the high and low bids for our
common stock based on inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions. The high and low prices of
our common stock (obtained from Stockgroup and the OTC Bulletin Board) for the
periods indicated below are as follows:

Quarter Ended
      High
      LowMay 31, 2004
      N/A
      N/AAugust 31, 2004
      N/A
      N/ANovember 30, 2004
      N/A
      N/AFebruary 28, 2005
      N/A
      N/AMay 31, 2005
      N/A
      N/AAugust 31, 2005
      $1.47
      $0.255November 30, 2005
      $1.25
      $0.35February 28, 2006
      $0.65
      $0.26 9


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Holladay Stock Transfer, Inc., 2949 North 67th
Place, Scottsdale, Arizona 85251 (telephone 480-481-3940, facsimile
480-481-3941) is the transfer agent for our shares of common stock.

As of June 12, 2006, we had 10,391,191 shares of common stock
outstanding and approximately 60 stockholders of record.

Dividend Policy

We have not declared or paid any cash dividends since
inception. We intend to retain future earnings, if any, for use in the operation
and expansion of our business and do not intend to pay any cash dividends in the
foreseeable future.

Although there are no restrictions that limit our ability to
pay dividends on our shares of common stock, we intend to retain future earnings
for use in our operations and the expansion of our business.

Recent Sales of Unregistered Securities

During our fiscal year ended February 28, 2006, we did not make
any unregistered sales of any of our common stock.

Item 6. Management's Discussions and Analysis or Plan of
Operation.

The following discussion should be read in conjunction with our
consolidated financial statements, including the notes thereto, appearing
elsewhere in this report. The discussions of results, causes and trends should
not be construed to imply any conclusion that these results or trends will
necessarily continue into the future.

Overview

Sound Revolution is a development stage company and our efforts
have been principally devoted to developing a website through which we intend to
sell digital music downloads, and developing email management software which
will enable musicians to market their music and music related products
online.

We anticipate that our business will incur significant
operating losses in the future. At this time, we believe that our success
depends on our ability to complete development of our products and bring them to
market quickly.

Sound Revolution's existence is dependent upon management's ability
  to develop profitable. Management anticipates Sound Revolution will attain profitable
  status and improve its liquidity through the continued developing of its products
  and establishing a profitable market for Sound

10

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Revolution's products and additional equity investment in Sound Revolution. Sound Revolution just launched its website charitytunes.com. We have acquired the rights to sell a catalogue of over 6,000 songs in various genres, and we intend to continue
entering into agreements with music rights owners to distribute their songs online. One of the features we are building into our website charitytunes.com, is an automated feature that allows musicians to agree to our digital distribution agreement
and upload their music to us via the Internet. We have entered into agreements with approximately 10 charities, but we still need to enter into agreements for the participation of more charities for our business plan to work. Our plans are to have
our website www.charitytunes.com fully functioning with a good selection of digital music for sale and the participation of several charities to assist us in marketing the website by the end of 2006.

We are currently designing the specifications for our email management software and are currently in negotiation to enter into an agreement for the full development of the software. We hop to have this product available for launch into the market by
the summer of 2007. The email marketing software is not generating revenues, however the website charitytunes.com just began generating revenues. We also hope to be generating revenues from our email management software by summer, 2007.

In order to improve Sound Revolution's liquidity, Sound Revolution intends to, in the fall of 2006, begin pursuing additional equity financing through discussion with investment bankers and private investors. There can be no assurance Sound
Revolution will be successful in its efforts to secure additional equity financing. If Sound Revolution is unable to raise equity or obtain alternative financing, Sound Revolution may not be able to continue operations with respect to the continued
development of charitytunes.com, or the development of its fan management software and we may have to cease development activities.

If operations and cash flow improve through these efforts, management believes that Sound Revolution can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its
liquidity problems.

We intend to spend approximately $100,000 over the course
  of the next year to continue to develop our website charitytunes.com and another
  $10,000 in the development of our fan management software.

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RESULTS OF
  OPERATIONS FOR THE YEARS ENDED FEBRUARY 28, 2006 AND FEBRUARY 28, 2005

REVENUES:

Sound Revolution did not
  record any revenues for the year ended February 28, 2005, nor did it record
  any revenues in the year ended February 28, 2006. Our website charitytunes.com
  recently began generating revenues, therefore, we now expect to be generating
  revenues from online music sales.

EXPENSES:

The major components of
  our expenses for the year ended February 28, 2006 are marketing fees $303 consisting
  of website hosting fees, professional fees of $44,354 which are mainly attributable
  to our auditor costs, and general and administrative expenses of $18,142, which
  include telephone fees, couriers, postage, corporate fees including corporate
  expenses, software development, office supplies and approximately $150 monthly
  for rent. Our total expenses for the period were $67,691, an increase of $23,723
  from the year ended February 28, 2005. The difference is mainly attributable
  to our legal and auditor fees, website design, and general and administrative
  costs. In the year ended February 28, 2005 our marketing fees were $1,180, consisting
  of web hosting fees, professional fees, and administrative expenses.

The only executive compensation
  paid during the year ended February 28, 2006 was $1,000 paid as director fees
  to Susanne Milka. This amount was paid for by the issuance of 3,030 of our common
  shares valued at $0.33 per share which were issued after February 28, 2006.
  There was no executive compensation accrued.

NET LOSSES:

Net loss for the year ended
  February 28, 2006 was $67,691 and loss per share was $0.01 compared to a net
  loss of $43,968 and loss per share of $0.01 for the year ended February 28,
  2005. The increase in losses was primarily due to auditor fees, corporate expense,
  and an increase in general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES:

As of February 28, 2006,
  we had working capital of $1,559. We intend to continue to make financial investments
  in marketing, digital music rights acquisitions, technology, software development
  and website development. Sound Revolution expects to incur substantial losses
  over the next year.

We have been negotiating
  with charities and other companies to build marketing alliances. Also, we have
  been negotiating with owners of music rights for licensing of music for our
  website www.charitytunes.com. In some instances, we may use shares to compensate
  music rights owners as an advance and guarantee of future royalties. Our acquisition
  of music rights could affect our operating results over the next several fiscal
  periods.

As a result of Sound Revolution's
  operating loss of $124,619 from its inception on June 4, 2001 through February
  28, 2006, Sound Revolution generated a deficit accumulated during the development
  stage of $124,619. Sound Revolution met its cash requirements during this period
  through the receipt of $40,786 of cash advanced by Bacchus Entertainment Ltd.
  (“Bacchus”), a company 100% owned by Penny Green,

12

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Sound Revolution's President,
  as well as $58,622 received in exchange for the sales of Sound Revolution's
  common stock in private placements.

We have not generated significant
  revenue in any period to carry our costs of operations, realizing a negative
  cash flow from operations of $34,658 for the year ended February 28, 2006 compared
  to a negative cash flow from operations of $43,418 for the year ended February
  28, 2005. We have derived our liquidity in the year ended February 28, 2006
  principally from $18,114 advanced from our President and CEO, Penny Green.

As of February 28, 2006,
  we had received loans from Bacchus, a company owned by Penny Green, our President
  and Chief Executive Officer, totaling $40,786.

On August 31, 2004, Penny
  Green, Sound Revolution and Bacchus entered into an agreement, whereby the parties
  agreed that the net amount of monies borrowed by Sound Revolution from Penny
  Green and Bacchus would all convert to a loan owed by Sound Revolution to Bacchus
  and that Bacchus would make further loans to Sound Revolution from time to time
  as requested by Sound Revolution up to an aggregate amount of $70,000, so long
  as the request was made prior to August 31, 2006. It was also agreed that interest
  would accrue on any outstanding balance at an annual rate of 10% beginning on
  September 1, 2004. Pursuant to the monies received by Sound Revolution and the
  loan agreement signed on February 28, 2005, the total amount of monies owed
  by Sound Revolution to Bacchus as of February 28, 2005 was $22,672. A copy of
  the loan agreement was attached as Exhibit 10.5 to our Form 10-KSB filed on
  June 15, 2005. On November 30, 2004, pursuant to an addendum, the parties agreed
  that interest on the loan monies would accrue quarterly and would be due within
  45 days of the end of each quarter.

13

---

Our losses for the year
  ended February 28, 2006 were $67,691 or 5,641 per month. We estimate that our
  expenses over the next 12 months will be approximately $1,000,000 as follows:

| | $100,000 for continued development of our website charitytunes.com
      $50,000 in auditor and legal fees  $10,000 for development of
      the first phase of our email management software  $18,000 in director's
      fees $12,000 general administration expenses  $100,000 in
      marketing fees $450,000 in management fees  $100,000 in
      consulting fees relating to promotion and marketing of our website, charitytunes.com
      $50,000 in delivery fees for obtaining copies of songs we plan to license
       $100,000 consulting fees relating to the continued development
      of charitytunes.com through music acquisitions and alliances $10,000
      in market research costs
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of February
  28, 2006, we had cash equivalents of $1,559, and we believe that we need approximately
  an additional $998,441 to meet our capital requirements over the next 12 months.
  Our intention is to seek equity financing from our existing shareholders and
  from friends or family of our officers and directors through private placements.
  Once phase one of our website charitytunes.com is complete, we intend to seek
  financing of between $500,000 and $1,000,000 to complete and launch our products
  into the market. We also intend to seek consultants willing to accept our common
  stock as partial or full consideration for services.

Sound Revolution will continue to engage outside contractors
  and consultants who are willing to be paid in stock rather than cash. Expenses
  incurred which cannot be paid in stock, such as Auditors fees, will be paid
  through cash. If the cash in our account is insufficient to cover our Auditor
  fees, we will cover our expenses by accessing loans from Bacchus through our
  loan agreement signed on February 28, 2005, or by seeking financing through
  equity placements. If Sound Revolution is unable to raise necessary capital
  to meet its capital requirements, Sound Revolution may not be able to pay its
  internet hosting fees, which may mean Sound Revolution's website and digital
  music may never become available to the public, and Sound Revolution may not
  be able to pay its auditor which could result in a failure to comply with accounting
  disclosure requirements.

As Sound Revolution expands in the future, and once our products are ready for distribution, Sound Revolution will incur additional costs for personnel. In order for Sound Revolution to attract and retain quality personnel, management anticipates it
will need to offer competitive salaries, issue common stock to consultants and employees, and grant Sound Revolution stock options to future employees. We anticipate that we will need approximately $550,000 per year beginning in 2007 to pay
salaries to employees or consultants in working in the areas of marketing, sales music acquisitions and accounting.

The effect of inflation on Sound Revolution's revenue and
  operating results was not significant. Sound Revolution's operations are located
  primarily in Canada. Sound Revolution's

14

---

independent certified public accountants have stated in their report dated June 9, 2006 included herein, that Sound Revolution has incurred operating losses from its inception, and that Sound Revolution is dependent upon management's ability to
develop profitable operations. These factors among others may raise substantial doubt about Sound Revolution's ability to continue as a going concern.

Known Material Trends and Uncertainties

Sound Revolution intends to continue negotiating with owners of digital music rights to obtain digital licensing rights to music. We anticipate that some of these agreements will requires us to make royalty payments, some will allow us to pay a
wholesale price, and some will be complete buy outs. Our goal is to acquire 500,000 songs over the next 12 months. We anticipate that we If we are successful in concluding music licensing agreements for 500,000 songs, we anticipate that the costs of
implementing these songs into our system will be in the range of $2,000 to $10,000.

As of June 12, 2006, Sound Revolution has no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

We believe that the above discussion contains a number of forward-looking statements. Our actual results and our actual plan of operations may differ materially from what is stated above. Factors which may cause our actual results or our actual plan
of operations to vary include, among other things, decisions of the board of directors not to pursue a specific course of action based on its re-assessment of the facts or new facts, changes in the online music sales or music distribution industry
or general economic conditions.

Certain Relationships and Related Transactions

We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or
a series of similar transactions exceeded $60,000. We are a partially owned subsidiary of Bacchus Entertainment Ltd., a company incorporated in British Columbia which is 100% owned by Penny Green.

Plan of Operation for the 12 Months ending February 28, 2006

Our plan is to build content for our website www.charitytunes.comand build alliances to increase traffic to our site. We intend to hire several business development consultants to assist us in marketing
charitytunes.com, as well as assist Sound Revolution in making alliances with music rights owners, charities and marketing partners. If we are successful in hiring several consultants, we may require larger offices, which could increase our monthly
administration costs significantly. We also plan to devote some resources to building our FanPro email management software in 2006 if we are successful in raising additional capital.

Research and Development

During the fiscal year ended February 28, 2006, we did not
  incur any expenses on research and development. We anticipate that we will spend
  approximately $10,000 relating to market research over the next 12 months.

15

---

Purchase of Significant Equipment

We do not intend to purchase any significant equipment through February 28, 2006, unless we identify a suitable business opportunity or business combination that may require us to invest in such equipment.

Employees

Over the twelve months ending February 28, 2006, we anticipate
  that we will increase our number of employees. To market and further develop
  alliances for charitytunes.com, we intend to hire three of four new officers,
  including a Vice President of Niche Markets, a Chief Technology Officer, a Vice
  President of Music and Marketing and a Vice President of Business Development.
  If we are successful in retaining such individuals, we may retain them as consultants
  or as employees. We have identified candidates for several of these positions
  and we are currently negotiating compensation packages and service agreements.

**Critical
  Accounting Policies**

Our critical
  and significant accounting policies, including the assumptions and judgments
  underlying them, are disclosed in the Notes to the Financial Statements. These
  policies have been consistently applied in all material respects and address
  such matters as revenue recognition and depreciation methods. The preparation
  of the financial statements in conformity with generally accepted accounting
  principles in the United States requires management to 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 reported period. Actual
  results could differ from those estimates. The accounting treatment of a particular
  transaction is specifically dictated by accounting principles, generally accepted
  in the United States of America, with no need for management’s judgment
  in their application. There are also areas in which management’s judgment
  in selecting any viable alternative would not produce a materially different
  result. The following are what management considers to be the Sound Revolution’s
  critical accounting policies.

**Revenue
  Recognition and Cost of Revenue**

Revenues from musical events
  are recognized when the event takes place. Costs are expensed as the related
  event takes place. Costs typically include show coordination fees, venue fees,
  event advertising and promotion, show production costs, and artist costs.

**Stock-Based Compensation**

We account for stock-based
  compensation under the recognition and measurement principles of Accounting
  Principles Board ("APB") Opinion No. 25, "Accounting for Stock
  Issued to Employees," and related interpretations. To the extent options
  are granted and those options have an exercise price equal to or greater than
  the market value of the underlying common stock on the date of grant, no stock-based
  employee compensation cost will be recorded. Compensation cost for stock options
  granted to non-employees is measured using the Black-Scholes valuation model
  at the date of grant multiplied by the number of options granted. No stock-based
  employee compensation cost is reflected in net loss with respect to options
  because no options have been granted. Since Sound Revolution has not issued
  stock options to employees, there is no effect on net loss or loss per share
  had the Company applied the fair value recognition provisions of SFAS No. 123,
  "Accounting for Stock-Based Compensation," to stock-based employee
  compensation. When Sound Revolution issues shares to employees and others, the
  shares are valued based on the market price at the date the shares are approved
  for issuance.

16

---

Item 7. Financial Statements.

Our financial
  statements are stated in United States Dollars (US$) and are prepared in accordance
  with United States Generally Accepted Accounting Principles.

Our financial
  statements are included herein as pages F-1 to F-12.

Sound Revolution, Inc.
  (A Development Stage Company)

February 28, 2006

|                                                          | Index
|--------------------------------------------------------- | -----
|                                                          |      
|Report of Independent Registered Public Accounting Firm   | F-1  
|                                                          |      
|Consolidated Balance Sheet                                | F-2  
|                                                          |      
|Consolidated Statements of Operations                     | F-3  
|                                                          |      
|Consolidated Statements of Comprehensive Income (Loss)    | F-4  
|                                                          |      
|Consolidated Statements of Stockholders Equity (Deficit) | F-5  
|                                                          |      
|Consolidated Statements of Cash Flows                     | F-6  
|                                                          |      
|Notes to the Consolidated Financial Statements            | F-7  

17

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders 
  Sound Revolution, Inc.

We have audited the accompanying consolidated balance sheet of
  Sound Revolution, Inc. (a development stage company) and Subsidiary as of February
  28, 2006, and the related consolidated statements of operations, comprehensive
  income (loss), stockholders' equity, and cash flows for the years ended February
  28, 2006 and 2005, and for the period from June 4, 2001 (date of inception)
  to February 28, 2006. These consolidated financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these consolidated 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 audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. The Company has
  determined that it is not required to have, nor were we engaged to perform,
  an audit of its internal control over financial reporting. Our audit 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 consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  Sound Revolution, Inc. (a development stage company) and Subsidiary as of February
  28, 2006, and the results of their operations and their cash flows for the years
  ended February 28, 2006 and 2005, and for the period from June 4, 2001 (date
  of inception) to February 28, 2006, in conformity with accounting principles
  generally accepted in the United States.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed
  in Note 1 to the consolidated financial statements, the Company has not been
  able to generate significant revenues or positive cash flows from operations
  to date and has an accumulated deficit of $124,619 at February 28, 2006. These
  conditions raise substantial doubt about the Company's ability to continue as
  a going concern. Management's plans regarding those matters are described in
  Note 1. The consolidated financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

/s/ Peterson Sullivan PLLC

June 2, 2006
  Seattle, Washington

---

|Sound Revolution, Inc.       
|-----------------------------
|(A Development Stage Company)
|Consolidated Balance Sheet   
|(Expressed in US Dollars)    

|                                                                    |   | February 28, |  
|------------------------------------------------------------------- | - | ------------ | -
|                                                                    |   | 2006         |  
|ASSETS                                                              |   |              |  
|Current Assets                                                      |   |              |  
|Cash                                                                | $ | 1,559        |  
|Prepaid
      expenses                                              |   | 5,579        |  
|Total Current Assets                                                |   | 7,138        |  
|Property and Equipment (Note 4)                                     |   | 2,603        |  
|Music Rights                                                        |   | 349          |  
|Total Assets                                                        | $ | 10,090       |  
|                                                                    |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                      |   |              |  
|Current Liabilities                                                 |   |              |  
|Accounts payable and accrued expenses                               | $ | 3,698        |  
|Accrued interest due to
      stockholder                           |   | 4,231        |  
|Note
      payable to stockholder, current portion                  |   | 1,000        |  
|Total Current Liabilities                                           |   | 8,929        |  
|Note Payable
      to Stockholder, less current portion             |   | 39,786       |  
|Contingencies and Commitments (Notes
      1 and 6)                 |   |              |  
|Stockholders Equity (Deficit)                                      |   |              |  
|Common Stock: 80,000,000 shares authorized,
      $0.0001 par value |   |              |  
|10,353,161 shares issued and outstanding                            |   | 1,035        |  
|Additional Paid-in Capital                                          |   | 85,491       |  
|Accumulated Other Comprehensive Loss                                |   | (532         | )
|Deficit Accumulated
      During the Development Stage              |   | (124,619     | )
|Total Stockholders
      Equity (Deficit)                          |   | (38,625      | )
|Total Liabilities
      and Stockholders Equity (Deficit)          | $ | 10,090       |  

F-2

(The accompanying notes are an integral part of these consolidated
  financial statements)

---

|Sound Revolution, Inc.               
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Operations
|(Expressed in US Dollars)            

|                                             |   |              |   |   |              |   |   | Accumulated From    |  
|-------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                             |   | For the      |   |   | For the      |   |   | June 4, 2001        |  
|                                             |   | Year Ended   |   |   | Year Ended   |   |   | (Date of Inception) |  
|                                             |   | February 28, |   |   | February 28, |   |   | to February 28,     |  
|                                             |   | 2006         |   |   | 2005         |   |   | 2006                |  
|                                             |   |              |   |   |              |   |   |                     |  
|Sales                                        | $ |             |   | $ |             |   | $ | 4,117               |  
|                                             |   |              |   |   |              |   |   |                     |  
|Cost of Sales                                |   |             |   |   |             |   |   | 4,169               |  
|                                             |   |              |   |   |              |   |   |                     |  
|Gross Margin                                 |   |             |   |   |             |   |   | (52                 | )
|                                             |   |              |   |   |              |   |   |                     |  
|Expenses                                     |   |              |   |   |              |   |   |                     |  
|                                             |   |              |   |   |              |   |   |                     |  
|Marketing                                    |   | 303          |   |   | 1,180        |   |   | 8,177               |  
|Management fees                              |   | 1,437        |   |   |             |   |   | 1,437               |  
|Professional
      fees                      |   | 44,354       |   |   | 28,500       |   |   | 74,576              |  
|Research and development                     |   |             |   |   | 2,990        |   |   | 2,990               |  
|General and
      administrative             |   | 18,142       |   |   | 9,636        |   |   | 32,270              |  
|Interest expense                             |   | 3,455        |   |   | 1,662        |   |   | 5,117               |  
|                                             |   |              |   |   |              |   |   |                     |  
|Total Expenses                               |   | 67,691       |   |   | 43,968       |   |   | 124,567             |  
|                                             |   |              |   |   |              |   |   |                     |  
|Net Loss                                     | $ | (67,691      | ) | $ | (43,968      | ) | $ | (124,619            | )
|                                             |   |              |   |   |              |   |   |                     |  
|Net Loss Per
      Share  Basic and Diluted | $ | (0.01        | ) | $ |             |   |   |                     |  
|                                             |   |              |   |   |              |   |   |                     |  
|Weighted Average
      Shares Outstanding    |   | 10,325,000   |   |   | 10,167,501   |   |   |                     |  

F-3

(The accompanying notes are an integral part of these consolidated
  financial statements)

---

|Sound Revolution, Inc.                                
|------------------------------------------------------
|(A Development Stage Company)                         
|Consolidated Statements of Comprehensive Income (Loss)
|(Expressed in US Dollars)                             

|                                        |   |              |   |   |              |   |   | Accumulated From    |  
|--------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                        |   | For the      |   |   | For the      |   |   | June 4, 2001        |  
|                                        |   | Year Ended   |   |   | Year Ended   |   |   | (Date of Inception) |  
|                                        |   | February 28, |   |   | February 28, |   |   | to February 28,     |  
|                                        |   | 2006         |   |   | 2005         |   |   | 2006                |  
|                                        |   |              |   |   |              |   |   |                     |  
|Net Loss                                | $ | (67,691      | ) | $ | (43,968      | ) | $ | (124,619            | )
|                                        |   |              |   |   |              |   |   |                     |  
|Other comprehensive income (loss)       |   |              |   |   |              |   |   |                     |  
|                                        |   |              |   |   |              |   |   |                     |  
|Foreign currency translation adjustment |   | (887         | ) |   | 1,588        |   |   | (532                | )
|                                        |   |              |   |   |              |   |   |                     |  
|Comprehensive Loss                      | $ | (68,578      | ) | $ | (42,380      | ) | $ | (125,151            | )

F-4

(The accompanying notes are an integral part of these consolidated
  financial statements)

---

|Sound Revolution, Inc.                                                         
|-------------------------------------------------------------------------------
|(A Development Stage Company)                                                  
|Consolidated Statements of Stockholders Equity (Deficit)                      
|For the Period from June 4, 2001 (Date of Inception) to February
      28, 2006

|                                       |  |                    |  |   |         |  |   |             |  |   | Deficit     |   |   | Accumulated   |   |   |         |  
|-------------------------------------- |  | ------------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | ------------- | - | - | ------- | -
|                                       |  |                    |  |   |         |  |   |             |  |   | Accumulated |   |   | Other         |   |   |         |  
|                                       |  |                    |  |   |         |  |   | Additional  |  |   | During the  |   |   | Comprehensive |   |   |         |  
|                                       |  | Common
      Stock |  |   | Paid-in |  |   | Exploration |  |   | Income      |   |   |               |  
|                                       |  | Shares             |  |   | Amount  |  |   | Capital     |  |   | Stage       |   |   | (Loss)        |   |   | Total   |  
|                                       |  | #                  |  |   |         |  |   |             |  |   |             |   |   |               |   |   |         |  
|Balance  June 4, 2001 (Date of        |  |                    |  |   |         |  |   |             |  |   |             |   |   |               |   |   |         |  
|Inception)                             |  |                   |  | $ |        |  | $ |            |  | $ |            |   | $ |              |   | $ |         |  
|Issuance of common stock for cash:     |  |                    |  |   |         |  |   |             |  |   |             |   |   |               |   |   |         |  
|June 15,
      2001                    |  | 8,000,000          |  |   | 800     |  |   |            |  |   |            |   |   |              |   |   | 800     |  
|June 27, 2001                          |  | 2,000,000          |  |   | 200     |  |   | 7,054       |  |   |            |   |   |              |   |   | 7,254   |  
|August 31,
      2001                  |  | 7,000              |  |   | 1       |  |   | 904         |  |   |            |   |   |              |   |   | 905     |  
|Translation adjustment                 |  |                   |  |   |        |  |   |            |  |   |            |   |   | (659          | ) |   | (659    | )
|Net loss for the
      period          |  |                   |  |   |        |  |   |            |  |   | (8,692      | ) |   |              |   |   | (8,692  | )
|Balance - February 28, 2002            |  | 10,007,000         |  |   | 1,001   |  |   | 7,958       |  |   | (8,692      | ) |   | (659          | ) |   | (392    | )
|Translation adjustment                 |  |                   |  |   |        |  |   |            |  |   |            |   |   | (137          | ) |   | (137    | )
|Net loss for
      the year            |  |                   |  |   |        |  |   |            |  |   | (2,636      | ) |   |              |   |   | (2,636  | )
|Balance  February 28, 2003            |  | 10,007,000         |  |   | 1,001   |  |   | 7958        |  |   | (11,328     | ) |   | (796          | ) |   | (3,165  | )
|Translation Adjustment                 |  |                   |  |   |        |  |   |            |  |   |            |   |   | (437          | ) |   | (437    | )
|Net loss for the
      year            |  |                   |  |   |        |  |   |            |  |   | (1,632      | ) |   |              |   |   | (1,632  |  
|Balance  February 29, 2004            |  | 10,007,000         |  |   | 1,001   |  |   | 7,958       |  |   | (12,960     | ) |   | (1,233        | ) |   | (5,234  | )
|Issuance of common stock for           |  |                    |  |   |         |  |   |             |  |   |             |   |   |               |   |   |         |  
|cash, July 2004                        |  | 248,314            |  |   | 25      |  |   | 49,638      |  |   |            |   |   |              |   |   | 49,663  |  
|Issuance of common stock for           |  |                    |  |   |         |  |   |             |  |   |             |   |   |               |   |   |         |  
|professional services, July
      2004 |  | 14,500             |  |   | 1       |  |   | 2,899       |  |   |            |   |   |              |   |   | 2,900   |  
|Translation adjustment                 |  |                   |  |   |        |  |   |            |  |   |            |   |   | 1,588         |   |   | 1,588   |  
|Net loss for
      the year            |  |                   |  |   |        |  |   |            |  |   | (43,968     | ) |   |              |   |   | (43,968 | )
|Balance  February 28, 2005            |  | 10,269,814         |  |   | 1,027   |  |   | 60,495      |  |   | (56,928     | ) |   | 355           |   |   | 4,949   |  
|Issuance of common stock for           |  |                    |  |   |         |  |   |             |  |   |             |   |   |               |   |   |         |  
|professional
      services, July 2005 |  | 83,347             |  |   | 8       |  |   | 24,996      |  |   |            |   |   |              |   |   | 25,004  |  
|Translation adjustment                 |  |                   |  |   |        |  |   |            |  |   |            |   |   | (887          | ) |   | (887    |  
|Net loss for the
      year            |  |                   |  |   |        |  |   |            |  |   | (67,691     | ) |   |              |   |   | (67,691 |  
|Balance 
      February 28, 2006      |  | 10,353,161         |  | $ | 1,035   |  | $ | 85,491      |  | $ | (124,619    | ) | $ | (532          | ) | $ | (38,625 |  

F-5

(The accompanying notes are an integral part of these consolidated
  financial statements)

---

|(Expressed in US Dollars)Sound Revolution, Inc.
|-----------------------------------------------
|(A Development Stage Company)                  
|Consolidated Statements of Cash Flows          
|(Expressed in US Dollars)                      

|                                                      |   |              |   |   |              |   |   | Accumulated From    |  
|----------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                      |   | For the Year |   |   | For the Year |   |   | June 4, 2001        |  
|                                                      |   | Ended        |   |   | Ended        |   |   | (Date of Inception) |  
|                                                      |   | February 28, |   |   | February 28, |   |   | to February 28,     |  
|                                                      |   | 2006         |   |   | 2005         |   |   | 2006                |  
|                                                      |   |              |   |   |              |   |   |                     |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Operating Activities                                  |   |              |   |   |              |   |   |                     |  
|Net loss for the period                               | $ | (67,691      | ) | $ | (43,968      | ) | $ | (124,619            | )
|Adjustments to reconcile net loss to net
      cash   |   |              |   |   |              |   |   |                     |  
|used in operating activities                          |   |              |   |   |              |   |   |                     |  
|Depreciation expense                                  |   | 3,186        |   |   | 143          |   |   | 3,329               |  
|Shares issued
      for professional services         |   | 25,004       |   |   | 2,900        |   |   | 27,904              |  
|Change in operating assets and liabilities            |   |              |   |   |              |   |   |                     |  
|Prepaid expenses                                      |   | (2,506       | ) |   | (3,073       | ) |   | (5,579              | )
|Accounts payable and accrued
      expenses           |   | 3,698        |   |   |             |   |   | 3,698               |  
|Accrued interest due to stock holder                  |   | 3,651        |   |   | 580          |   |   | 4,231               |  
|Net Cash Used
      In Operating Activities           |   | (34,658      | ) |   | (43,418      | ) |   | (91,036             | )
|Investing Activities                                  |   |              |   |   |              |   |   |                     |  
|Purchase of music rights                              |   |             |   |   |             |   |   | (298                | )
|Purchase
      of office equipment                    |   |             |   |   | (1,796       | ) |   | (1,796              | )
|Web site development costs                            |   | (4,163       | ) |   |             |   |   | (4,163              | )
|Net Cash Flows
      Used In Investing Activities     |   | (4,163       | ) |   | (1,796       | ) |   | (6,257              | )
|Financing Activities                                  |   |              |   |   |              |   |   |                     |  
|Advances
      from stock holder                      |   | 18,114       |   |   | 17,061       |   |   | 40,786              |  
|Proceeds from issuance of common stock                |   |             |   |   | 49,663       |   |   | 58,622              |  
|Net Cash Flows
      Provided By Financing Activities |   | 18,114       |   |   | 66,724       |   |   | 99,408              |  
|Foreign exchange
      effect on cash                 |   | (891         | ) |   | 1,568        |   |   | (556                | )
|Increase (Decrease) in Cash                           |   | (21,598      | ) |   | 23,078       |   |   | 1,559               |  
|Cash - Beginning
      of Period                      |   | 23,157       |   |   | 79           |   |   |                    |  
|Cash - End of Period                                  | $ | 1,559        |   | $ | 23,157       |   | $ | 1,559               |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Non-cash Investing and Financing Activities           |   |              |   |   |              |   |   |                     |  
|Common
      stock issued for expenses                | $ |             |   | $ |             |   | $ |                    |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Supplemental Disclosures                              |   |              |   |   |              |   |   |                     |  
|Interest paid                                         | $ |             |   | $ | 1,082        |   | $ | 1,082               |  
|Income
      taxes paid                               |   |             |   |   |             |   |   |                    |  

F-6

(The accompanying notes are an integral part of these consolidated
  financial statements)

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2006                             
|(Expressed in US dollars)                     

1. The Company and Summary of Significant Accounting PoliciesThe Company

Sound Revolution, Inc. (the "Company"), was incorporated under
  the laws of the State of Delaware. While the Company sponsored one marketing
  event to promote its intended purpose in fiscal year 2004, it continues to be
  in the development stage. The Company is planning to pursue the business of
  providing tools and services for music distribution and promotion and is currently
  designing a website for this purpose (see Note 4). The Company has two wholly-owned
  subsidiaries: (i) Sound Revolution Recordings, Inc., which was incorporated
  in British Columbia, Canada on June 20, 2001, for the purpose of carrying on
  music marketing services in British Columbia, and (ii) Charity Tunes, Inc.,
  which was incorporation in the State of Delaware on June 27, 2005 for the purpose
  of operating a website for the distribution of songs online.

Principles of Consolidation

The accompanying consolidated financial statements are stated
  in U.S. dollars, unless otherwise noted, and include the accounts of the Company
  and its wholly-owned subsidiaries, Sound Revolution Recordings, Inc. and Charity
  Tunes, Inc. All inter-company accounts and transactions have been eliminated.

Going Concern

As shown in the financial statements, the Company is in the development
  stage and has not yet developed a commercially viable product or generated revenues
  from their intended business activities. In addition, the Company has incurred
  losses since inception resulting in a net accumulated deficit of $124,619 at
  February 28, 2006, and has used cash of $91,036 in operating activities since
  inception. These factors raise substantial doubt about the Company's ability
  to continue as a going concern.

The Company will need additional working capital to continue
  or to be successful in any future business activities. Therefore, continuation
  of the Company as a going concern is dependent upon obtaining the additional
  working capital necessary to accomplish its objective. Management plans to seek
  debt or equity financing, or a combination of both, to raise the necessary working
  capital.

The Company expects that its cash requirements over the next
  12 months will not exceed $605,000. A company controlled by the Company's major
  stockholder and CFO has agreed to loan the Company up to $70,000 ($40,786 has
  been drawn through February 28, 2006) to meet part of its capital requirements
  for that period. For the balance of working capital it requires for the next
  12 months, the Company plans to generate cash from the sale of stock to the
  public and existing stockholders. When possible, the Company plans to issue
  stock for professional services it may require.

The accompanying financial statements do not include any adjustments
  to the recorded assets or liabilities that might be necessary should the Company
  fail in any of the above objectives and is unable to operate for the coming
  year.

Cash

Cash consists of funds held in checking accounts at a bank in
  Canada.

Music Rights

In February 2003, the Company purchased for $298 ($400 Canadian)
  the rights to represent a musician artist in the release of his first musical
  album. The artist is also an officer of the Company. Music rights include non-inclusive
  use of and distribution rights to the songs in various multi-media formats from
  the musician's first album. The music rights will be tested at least annually
  for impairment. The cost of the music rights will be expensed upon the release
  of the musician's first album and realization of the related royalties. The
  cost of music rights will not be carried beyond expiration of the license term
  on August 31, 2009. Changes in foreign exchange rates since acquisition increased
  the carrying cost to $349.

F-7

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2006                             
|(Expressed in US dollars)                     

Property and Equipment

Property and equipment, consisting primarily of office equipment,
  is stated at cost and is depreciated using the straight-line method over the
  estimated lives of the related assets of five years.

Website Development Costs

Website development costs are accounted for in accordance with
  Emerging Issues Task Force EITF 00-2, Accounting for Web Site Development
  Costs, with applicable guidance from AICPA statement of Position 98-1,

Accounting for the Costs of Computer Software Developed
  or Obtained for Internal Use. The Companys internal website
  development processes are relatively short-term in nature. The costs incurred
  in the preliminary stages of development are expenses as incurred. Once an application
  has reached the development stage, internal and external costs, if direct and
  incremental, will be capitalized and amortized, on a straight-line basis over
  the estimated useful life, if management believes such costs are significant.
  Maintenance and enhancement costs are typically expensed as incurred unless
  such costs relate to substantial upgrades and enhancements to the website that
  result in added functionality in which case the costs will be capitalized and
  amortized on a straight-line basis, over the estimated useful life, if management
  believes such costs are significant.

Capitalized website development costs are included in property
  and equipment and for the fiscal year ended February 28, 2006, $4,163 was capitalized.
  Website development costs are amortized using the straight-line method over
  the estimated useful life of one year.

Note Payable to Stockholder

The Company has a note payable to a stockholder bearing interest
  at 10%. Interest is charged and is payable quarterly on any outstanding balance
  beginning on September 1, 2004 (prior to that date the borrowings from the stockholder
  were non-interest bearing). The Company can draw against this note up to $70,000
  through August 2006. The note requires a $500 monthly principal repayment beginning
  January 2007, until the outstanding balance, including all interest, is paid
  in full. The note is unsecured.

Scheduled required principal payments on this note for years
  ending in February are:

2007
      $
      1,0002008
      
      6,0002009
      
      6,0002010
      
      6,0002011
      
      6,0002012 and beyond
      
      15,756$
      40,786


Revenue Recognition and Cost of Revenue

Revenues from musical events are recognized when the event takes
  place. Costs are expensed as the related event takes place. Costs typically
  include show coordination fees, venue fees, event advertising and promotion,
  show production costs, and artist costs.

Estimates

The preparation of these financial statements in conformity with
  accounting principles generally accepted in the United States requires management
  to make estimates and assumptions that affect the reported amounts of assets
  and liabilities and disclosure of contingent assets and liabilities at the date
  of these financial statements and the reported amounts of revenues and expenses
  during the period. Actual results could differ from these estimates.

F-8

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2006                             
|(Expressed in US dollars)                     

Research and Development Expenses

Research and development costs are expensed as incurred.

Earnings Per Share

Basic loss per share is computed by dividing net income or loss
  available to common stockholders by the weighted average number of common shares
  outstanding in the period. Diluted earnings per share takes into consideration
  common shares outstanding (computed under basic earnings per share) and potentially
  dilutive common shares. There were no potentially dilutive common shares outstanding
  during the years ended February 28, 2006, or February 28, 2005.

Foreign Currency Translation

The Company translates foreign assets and liabilities of its
  Canadian subsidiaries into U.S. dollars at the rate of exchange at the balance
  sheet date. Revenues and expenses are translated into U.S. dollars at the average
  rate of exchange throughout the year. Gains or losses from these translations,
  if significant, are reported as a separate component of other comprehensive
  income. Translation adjustments do not recognize the effect of income tax because
  the Company expects to reinvest the amounts indefinitely in operations.

Transaction gains that arise from exchange rate fluctuations
  on transactions denominated in a currency other than the local functional currency
  are included in general and administrative expenses in the consolidated statements
  of operations. Such amounts were not material in 2006 or 2005.

Comprehensive Income and Loss

The Company has adopted Statement of Financial Accounting Standards
  ("SFAS") No. 130, "Reporting Comprehensive Income." Other comprehensive
  gain and loss, which currently includes only foreign currency translation adjustments,
  is shown as a component of stockholders' equity.

Income Taxes

The Company accounts for income taxes in accordance with the
  liability method. Under the liability method, deferred assets and liabilities
  are recognized based upon anticipated future tax consequences attributable to
  differences between financial statement carrying amounts of assets and liabilities
  and then respective tax bases. The Company establishes a valuation allowance
  to the extent that it is more likely than not that deferred tax assets will
  not be receivable against future taxable income.

Fair Value of Financial Instruments

Financial instruments consist of cash, accrued interest, and
  the note payable to stockholder. The fair value of these financial instruments
  approximates their carrying amounts due to their short-term nature and/or approximation
  of current market interest rates.

Stock-Based Compensation

The Company accounts for stock-based compensation under the recognition
  and measurement principles of Accounting Principles Board ("APB") Opinion No.
  25, "Accounting for Stock Issued to Employees," and related interpretations.
  To the extent options are granted and those options have an exercise price equal
  to or greater than the market value of the underlying common stock on the date
  of grant, no stock-based employee compensation cost will be recorded. Compensation
  cost for stock options granted to non-employees is measured using the Black-Scholes
  valuation model at the date of grant multiplied by the number of options granted.
  No stock-based employee compensation cost is reflected in net loss with respect
  to options because no options have been granted. Since the Company has not issued
  stock options to employees, there is no effect on net loss or loss per share
  had the Company applied the fair value recognition provisions of SFAS No. 123,
  "Accounting for Stock-Based Compensation," to stock-based employee compensation.
  When the Company issues shares to employees and others, the shares are valued
  based on the market price at the date the shares are approved for issuance.

F-9

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2006                             
|(Expressed in US dollars)                     

New Accounting Pronouncements

SFAS No. 151, "Inventory Costs," is effective for fiscal
  years beginning after June 15, 2005. This statement amends the guidance in Accounting
  Research Bulletin No. 43, Chapter 4, Inventory Pricing, to clarify the accounting
  for abnormal amounts of idle facility expense, freight, handling costs, and
  wasted material (spoilage). The adoption of SFAS No. 151 is expected to have
  no impact on the Company's consolidated financial statements.

SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions,"
  is effective for fiscal years beginning after June 15, 2005. This statement
  amends SFAS No. 66, "Accounting for Sales of Real Estate," to reference
  the financial accounting and reporting guidance for real estate timesharing
  transactions that is provided in American Institute of Certified Public Accountants
  Statement of Position 04-2, "Accounting for Real Estate Time-Sharing Transactions."The adoption of SFAS No. 152 is expected to have no impact on the Company's
  consolidated financial statements.

SFAS No. 123(R), "Share-Based Payment," replaces SFAS
  No. 123, "Accounting for Stock-Based Compensation,"and supersedes APB
  Opinion No. 25, "Accounting for Stock Issued to Employees." This statement
  requires that the compensation cost relating to share-based payment transactions
  be recognized in the financial statements. The Company is required to apply
  this statement for the quarter ended May 31, 2006. The Company is currently
  analyzing the requirements of the adoption of SFAS No. 123(R). In March 2005,
  the SEC staff issued Staff Accounting Bulletin No. 107 to give guidance on the
  implementation of SFAS No. 123R. The Company will consider SAB 107 during implementation
  of SFAS NO. 123R.

SFAS No. 153, "Exchanges of Nonmonetary Assets"
  an amendment of APB Opinion No. 29, is effective for fiscal years beginning
  after June 15, 2005. This statement addresses the measurement of exchange of
  nonmonetary assets and eliminates the exception from fair-value measurement
  for nonmonetary exchanges of similar productive assets in paragraph 21(b) of
  APB Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces
  it with an exception for exchanges that do not have commercial substance. The
  adoption of SFAS No. 153 is not expected to have a significant impact on the
  Company's consolidated financial statements.

Financial Accounting Standards Board Interpretation ("FIN") No.
  46(R) revised FIN No. 46, "Consolidation of Variable Interest Entities,"
  requiring the consolidation by a business of variable interest entities in which
  it is the primary beneficiary. The adoption of FIN No. 46(R) is expected to
  have no impact on the Company's consolidated financial statements.

The Emerging Issues Task Force ("EITF") reached consensus on
  Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application
  to Certain Investments"("EITF 03-1"), which provides guidance on determining
  when an investment is considered impaired, whether that impairment is other
  than temporary and the measurement of an impairment loss. The FASB issued FSP
  EITF 03-1-1, "Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1,
  'The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
  Investments"', which delays the effective date for the measurement and recognition
  criteria contained in EITF 03-1 until final application guidance is issued.
  The adoption of this consensus or FSP is expected to have no impact on the Company's
  consolidated financial statements.

The EITF reached a consensus on Issue No. 04-8, "The Effect
  of Contingently Convertible Debt on Diluted Earnings Per Share" ("EITF 04-8"),
  which addresses when the dilutive effect of contingently convertible debt instruments
  should be included in diluted earnings (loss) per share. Upon ratification by
  the Financial Accounting Standards Board, EITF 04-8 will become effective for
  reporting periods ending after December 15, 2004. The adoption of EITF 04-8
  did not have an impact on diluted earnings (loss) per share of the Company.

SFAS No. 154, Accounting Changes and Error Corrections
   A Replacement of APB Opinion No. 20 and SFAS No. 3changes
  the requirements for the accounting for and reporting of a change in accounting
  principle and applies to all voluntary changes in accounting principle. It also
  applies to changes required by an accounting pronouncement in the unusual instance
  that the pronouncement does not include specific transition provisions. SFAS
  154 requires retrospective application to prior periods financial statements
  of changes in accounting principle, unless it is impracticable to determine
  either the period-specific effects or the cumulative effect of the change. The
  provisions of SFAS No. 154 are effective for accounting changes and correction
  of errors made in fiscal years beginning after December 15, 2005. The adoption
  of this standard is not expected to have a material effect on the Companys
  results of operations or financial position.

F-10

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2006                             
|(Expressed in US dollars)                     

New Accounting Pronouncements (continued)

SFAS No. 155 Accounting for Certain Hybrid Financial
  Instruments  an amendment of FASB Statements No. 133 and 140
  is effective for all financial instruments acquired or issued after the beginning
  of an entitys first fiscal year that begins after September 15, 2006.
  The adoption of SFAS No. 155 is expected to have no impact on the Company's
  consolidated financial statements.

SFAS No. 156 Accounting for Servicing of Financial Assets
   an amendment of FASB Statement No. 140 is effective for fiscal
  years beginning after September 15, 2006. This statement requires that all separately
  recognized servicing assets and servicing liabilities be initially measured
  at fair value. The adoption of SFAS No. 156 is expected to have no impact on
  the Company's consolidated financial statements.

2. Income Taxes

The difference between the tax at the statutory federal tax rate
  and the tax provision of zero recorded by the Company is primarily due to the
  Company's full valuation allowance against its deferred tax assets. As of February
  28, 2006, the Company did not have any income for tax purposes and, therefore,
  no tax liability or expense has been recorded in these financial statements.

At February 28, 2006, the Company has tax losses of approximately
  $111,800 in the United States and $10,000 in Canada available to reduce future
  taxable income. The tax losses in the United States expire in years between
  2022 and 2026. The tax losses in Canada expire in years between 2010 and 2016.

The deferred tax asset associated with the tax loss carryforwards
  is approximately $41,200 at February 28, 2006. The Company has provided a full
  valuation allowance against the deferred tax asset. The valuation allowance
  increased by $23,000 and $14,800 for 2006 and 2005, respectively.

3. Commitments

The Company has an operating lease agreement with an officer
  and stockholder of the Company for full access to his multimedia facilities
  which include a digital camera, full editing suite, encoding facilities, sound
  and music production, and compact disk duplication. The agreement calls for
  monthly lease payments of $200 Canadian through May 31, 2007. The lease may
  be terminated by the Company on one months notice.

Future minimum payments under this lease as stated in U.S. dollars
  for years ending in February are:

2007
      $
      1,9492008
      
      487$
      2,436


Rental expense under this lease amounted to $2,088 in 2006 (2005
  - $1,397), and was paid to an officer.

4. Property and Equipment

| |                                 |   |       |  |   |              |  |   | February 28, |  |   | February 28, | 
| | ------------------------------- | - | ----- |  | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |                                 |   |       |  |   |              |  |   | 2006         |  |   | 2005         | 
| |                                 |   |       |  |   | Accumulated  |  |   | Net Carrying |  |   | Net Carrying | 
| |                                 |   | Cost  |  |   | Amortization |  |   | Value        |  |   | Value        | 
| |                                 |   |       |  |   |              |  |   |              |  |   |              | 
| | Computer Equipment              | $ | 1,927 |  | $ | 610          |  | $ | 1,317        |  | $ | 1,646        | 
| | Website Development
      Costs |   | 4,163 |  |   | 2,877        |  |   | 1,286        |  |   |             | 
| |                                 | $ | 6,090 |  | $ | 3,487        |  | $ | 2,603        |  | $ | 1,646        | 

F-11

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2006                             
|(Expressed in US dollars)                     

|5. | Subsequent Events         
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|6. | Related Party Transactions
|   |                           
|   | a)                        
|   |                           
|   | b)                        

F-12

---

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

Not applicable.

Item 8A. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of February 28, 2006, being the date of
our fiscal year end covered by this Annual Report. This evaluation was carried
out under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective in timely alerting management to material information
relating to us required to be included in our periodic SEC filings.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms.

During our fiscal year ended February 28, 2006, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting.

The term "internal control over financial reporting" is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

| | (1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.                                                                                                                                              

18

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PART III

Item 9. Directors, Executive Officers, Promoters and Control
  Persons; Compliance With Section 16(a) of the Exchange Act.

Directors and Executive Officers

All directors of our company hold office until the next annual
meeting of the shareholders or until their successors have been elected and
qualified. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office.

As at June 12, 2006 our directors and executive officers, their
ages, positions held, and duration of such, are as follows:

Name
      Position Held with our Company
      Age
      Date First Elected or
      AppointedPenny Green
      President, Chief Executive Officer, 
        Chief
      Financial Officer, Secretary, Treasurer, Chairman and Director
      34
      June 4, 2001Susanne Milka
      Director
      30
      March 14, 2004


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee, indicating the principal occupation during that
period, and the name and principal business of the organization in which such
occupation and employment were carried out.

Penny Green, President, Chief Executive Officer, Chief
Financial Officer, Chair of the Board

Ms. Green is the founder of Sound Revolution and served as
President and Chief Executive Officer of Sound Revolution from May 2001 to March
2004. She has been a director of Sound Revolution since May 2001 to the present,
and in March 2004 she was appointed Chair of the Board. On August 11, 2004, Ms.
Green was appointed by the Board to act as the Chief Financial Officer and on
June 1, 2005, Ms. Green was appointed as President and Chief Executive Officer
of Sound Revolution. Ms. Green has worked in various aspects of the
entertainment industry for over 8 years. From October, 2000 to April, 2004, Ms.
Green was Director, President and Chief Executive Officer of Mediatelevision.tv,
Inc. (formerly OTC.BB.MTVI), which was in the business of developing original
streaming media shows for the Internet. Ms. Green worked as VP, Business
Development of Angelaudio.com, Inc. (formerly OTC.BB.AADC), an online music
distribution company, from May, 2000 to September, 2000. She has been practicing
law and has been a member in good standing with the Law Society of British
Columbia since 1996. She is qualified to practice law in Washington State and is
a member of the Washington State Bar Association.

19

---

Susanne Milka, Director

Ms. Milka was appointed as a director for Sound Revolution on
March 14, 2004. She worked in the motion picture industry for the past six
years. She has worked on the sets of several Hollywood films and television
series, including "Scary Movie 3" "Stargate-Atlantis" and "Get Carter", as well
as several Canadian feature film productions. Ms. Milka has developed expertise
in various areas of film production, and most recently has been developing
experience in the costume department. She has been wardrobe stylist on several
commercials and music videos. In November 2005, Ms. Milka became a licensed
mortgage broker in British Columbia, after attending courses at the UBC Sauder
School of Business. For the past three months, Ms. Milka has acted as a mortgage
broker as her main occupation.

Significant Employees

Sound Revolution anticipates that it will be hiring a Chief
Technology Officer as well as several Vice Presidents during the next 12 months,
to assist Sound Revolution in fully developing and executing our business plan.

Family Relationships

There are no family relationships among our officers,
directors, or persons nominated for such positions.

Legal Proceedings

No officer, director, or persons nominated for these positions,
and no promoter or significant employee of our corporation has been involved in
legal proceedings that would be material to an evaluation of our management.

Audit Committee

The Audit Committee is currently composed of one member,
Susanne Milka, who is independent within the meaning of the NASD listing
standards and who is otherwise qualified to serve on the Audit Committee under
those standards. Sound Revolution's board of directors has determined that Sound
Revolution does not have an audit committee financial expert serving on its
audit committee. The board of directors has determined that the cost of hiring a
financial expert to act as a director of Sound Revolution and to be a member of
the audit committee outweighs the benefits of having a financial expert on the
committee.

Committees of the Board

We do not have a compensation committee or a nominating
committee at this time. Sound Revolution does not have a nominating committee.
The Board of Directors, sitting as a Board, selects those individuals to stand
for election as members of our Board. Since the Board of Directors does not
include a majority of independent directors, the decision of the Board as to
director nominees is made by persons who have an interest in the outcome of the
determination. The Board will consider candidates for directors proposed by
security holders, although no formal procedures for submitting candidates

20

---

have been adopted. Until otherwise determined, not less than 90
days prior to the next annual Board of Directors' meeting at which the slate of
Board nominees is adopted, the Board accepts written submissions that include
the name, address and telephone number of the proposed nominee, along with a
brief statement of the candidate's qualifications to serve as a director and a
statement of why the shareholder submitting the name of the proposed nominee
believes that the nomination would be in the best interests of shareholders. If
the proposed nominee is not the security holder submitting the name of the
candidate, a letter from the candidate agreeing to the submission of his or her
name for consideration should be provided at the time of submission. The letter
should be accompanied by a resume supporting the nominee's qualifications to
serve on the Board of Directors, as well as a list of references.

The Board identifies director nominees through a combination of
referrals, including by management, existing Board members and security holders,
where warranted. Once a candidate has been identified the Board reviews the
individual's experience and background, and may discuss the proposed nominee
with the source of the recommendation. If the Board believes it to be
appropriate, Board members may meet with the proposed nominee before making a
final determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted for shareholders for election
to the Board.

Among the
  factors that the Board considers when evaluating proposed nominees are their
  experience in the information technology industry, knowledge of and experience
  with and knowledge of and experience in business matters, finance, capital markets
  and mergers and acquisitions. The Board may request additional information from
  the candidate prior to reaching a determination. The Board is under no obligation
  to formally respond to all recommendations, although as a matter of practice,
  it will endeavor to do so.

Code of
  Ethics

We have not adopted a code of conduct. Companies whose equity
securities are listed for trading on the OTCBB are not currently required to do
so.

Item 10. Executive Compensation.

None of our officers or directors received annual compensation
in excess of $100,000 during the last three complete fiscal years.

Employment/Consulting Agreements

We have several consultants who work with us in the areas of
web design, marketing materials, writing, programming, legal services,
accounting services, investor relations and business development.

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Stock Options/SAR Grants

Sound Revolution made no grants of stock options or stock
appreciation rights during the fiscal year ended February 28, 2006.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We do not
have any material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

Directors Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings but did not pay director's fees or other cash
compensation for services rendered as a director in the year ended February 28,
2006

One of our directors, Susanne Milka, has an agreement regarding
  compensation with Sound Revolution. The agreement entitles Ms. Milka to payment
  of $500 annually for services as a director and $1500 annually for services
  as the sole member of the audit committee. She was owed $1,000
  for her director services for the fiscal year ended February 28, 2006, which
  was paid in full to her by May 31, 2006.

Other than Susanne Milka, no director received compensation
during the fiscal year ended February 28, 2006. We have no standard arrangement
pursuant to which our directors are compensated for their services in their
capacity as directors. The board of directors may award special remuneration to
any director undertaking any special services on behalf of our company other
than services ordinarily required of a director. No director received and/or
accrued any compensation for his services as a director, including committee
participation and/or special assignments.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

Principal Stockholders

The following table sets forth, as of June 12, 2006, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, as well as by each of our current directors and executive officers. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

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Name and Address of Beneficial Owner
      Amount and Nature of Beneficial
      Ownership (1)
      Percentage of Class (2)Penny Green (3)
    7,897,302
    76%Susanne Milka (4)
    5,400
    Less than 1%Directors and Executive Officers as a
      Group
      7,902,702
      76.05%Heather Remillard
    940,000
    9.05%Violet Green
    705,000
    6.78%


(1) Except as otherwise indicated, we believe that the
beneficial owners of the common stock listed above, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of common
stock subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the percentage
ownership of the person holding such option or warrants, but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person.

(2) Based on 10,391,191 shares of common stock issued and
outstanding as of June 12, 2006.

(3)Penny Green is a Director and the Chief Executive Officer,
Chair, Chief Financial Officer and President of Sound Revolution.

(4) Susanne Milka is a director of Sound Revolution.

Item 12. Certain Relationships and Related
Transactions.

Except as otherwise indicated below, we have not been a party
to any transaction, proposed transaction, or series of transactions in which the
amount involved exceeds $60,000, and in which, to its knowledge, any of its
directors, officers, five percent beneficial security holder, or any member of
the immediate family of the foregoing persons has had or will have a direct or
indirect material interest.

Sound Revolution has an agreement with Ryan Tunnicliffe, an officer
  of Sound Revolution, for full access to his multimedia facilities which include
  a digital camera, full editing suite, encoding facilities, sound and music production,
  and compact disk duplication. The term of the agreements requires payment to
  Mr. Tunnicliffe of $200 Canadian per month. The agreement expires on May 31,
  2007, but may be terminated by Sound Revolution on one months notice.

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Item 13. Exhibits and Reports on Form 8-K.

Exhibits

|(3)  | Articles of
      Incorporation/Bylaws                                                                                                                                                         
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                
|3.1  | Articles of Incorporation
      (incorporated by reference as Exhibit Number 3.1 of our Prospectus of Form
      SB-2 filed December 8, 2004).                                                 
|     |                                                                                                                                                                                                
|3.2  | Bylaws (incorporated by
      reference as Exhibit Number 3.2 of our Prospectus of Form SB-2 filed
      December 8, 2004).                                                                    
|     |                                                                                                                                                                                                
|(10) | ***Material Contracts***                                                                                                                                                                       
|     |                                                                                                                                                                                                
|10.1 | Lease Agreement
      with Ryan Tunnicliffe (incorporated by reference as Exhibit Number 10.2 of
      our Prospectus of Form SB-2 filed December 8, 2004).                                    
|     |                                                                                                                                                                                                
|10.2 | Addendum to Lease
      Agreement with Ryan Tunnicliffe dated May 1, 2005 (incorporated by
      reference as Exhibit Number 10.2 of our Report on Form 10-KSB filed June
      15, 2006)      
|     |                                                                                                                                                                                                
|10.3 | Loan Agreement
      with Bacchus Entertainment Ltd. and Penny Green (incorporated by reference
      as Exhibit Number 10.5 of our Prospectus of Form SB-2 filed December 8,
      2004).     
|     |                                                                                                                                                                                                
|10.4 | Amendment to Loan
      Agreement with Bacchus Entertainment Ltd. dated (incorporated by reference
      as Exhibit Number 10.2 of our Report on Form 10-QSB filed January 14,
      2005).    
|     |                                                                                                                                                                                                
|10.5 | Agreement with
      David Hersk & Associates dated January 11, 2005 (incorporated by
      reference as Exhibit Number 10.7 of our Report on Form 10-KSB filed June
      15, 2006)           
|     |                                                                                                                                                                                                
|10.6 | Development
      Agreement with Gravit-e Technologies Inc. dated May 3, 2005 (incorporated
      by reference as Exhibit Number 10.8 of our Report on Form 10-KSB filed
      June 15, 2006)  
|     |                                                                                                                                                                                                
|(31) | ***Certifications***                                                                                                                                                                           
|     |                                                                                                                                                                                                
|31.1 | Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002                                                     
|     |                                                                                                                                                                                                
|(32) | ***Certifications***                                                                                                                                                                           
|     |                                                                                                                                                                                                
|32.1 | Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002

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Item 14. Principal Accountant Fees and Services.

The aggregate fees billed for the two most recently completed
fiscal years ended February 28 for professional services rendered by the
principal accountant for the audit of our company's annual financial statements
and review of the financial statements included our Annual Report on Form 10-KSB
and services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:

|                   | Year Ended  
|------------------ | ------------
|                   | February 28,
|                   | 2006 (1)    
|Audit Related Fees | $10,000     
|Tax Fees           | 0           
|All Other Fees     | 0           
|Total              | 0           

(1) estimated.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

SOUND REVOLUTION INC.a Delaware corporation

/s/ Penny
GreenPenny
Green, President, Chair, Secretary, Chief Executive Officer, Chief Financial
Officer and Director

Date: June
  23, 2006

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

Signatures

/s/ Penny
GreenPenny
Green, President, Chair, Secretary, Chief Executive Officer, Chief Financial
Officer and Director

Date: June
  23, 2006

/s/ Susanne Milka
  Susanne Milka , Director

Date: June
  23, 2006

25

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