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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

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

For the fiscal year ended February 28, 2007

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

For the transition period from ___________ to
___________Commission file number: 33**3 - 118398**

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

|Delaware                                         | N/A                                 
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|1187 Brimley Road, Toronto,                      |                                     
|Ontario, Canada                                  | **M1P 3G5**                         
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number 416-271-9695

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: $358

The aggregate value of the voting stock held by non-affiliates
of the registrant, computed by reference to the closing sale price of the
voting stock as of May 31, 2007, was approximately $851,493.36

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:10,638,846
common shares, $0.0001 par value outstanding as of May 31, 2007

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

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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 are located at 1187
Brimley Road, Toronto, Ontario M1P 3H5, and our telephone number is
(416)271-9695. We have 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 incorporated on March 8, 2007
in the State of Delaware on June 27, 2005 for the purpose of operating a website
for the distribution of songs online. As of March 10, 2007 we also have one
majority owned subsidiary, Buzz Tub Media Inc. (Buzz Tub), a development stage
company incorporated in Delaware for the purpose of carrying on business in the
areas of market research, entertainment and technology.

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, 2007, we
had revenues of $358, a net loss of $417,133 and an accumulated deficit of
$541,752.

Since our inception, on June 4, 2001, we have been developing
products, services and internet utilities that we can market and sell and that
are related to the digital distribution of music and other entertainment
media.

On May 31, 2006 we completed and launched our website www.charitytunes.com(which includes the parallel
Canadian site www.charitytunes.ca) 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, ringtones, and
other sound effects, while allowing purchasers to allocate up to 10% of their
purchase price to a charitable cause chosen from our list of participating
charities. We have recently secured the rights to approximately 2,000,000 new
songs and we have 10 participating charities including Big Brothers Big Sisters
of Canada, World Hunger Year, Afrikids, the Canadian Red Cross and War Child
Canada.

We launched our website www.soundrevolution.net on May 15, 2006. The site, now
located at www.soundrevolution.com, allows investors easy access to information
about our products and services, as well as details on recent share trades. Also
in 2006 we began working with musicians to assist them in promoting their music
on our website and through live events; ticket sale proceeds from those events
were donated to charity.

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We are also developing software to assist artists in
maintaining, developing and communicating with their customers through email and
the Internet. On August 28, 2006 we launched the website www.myfanpro.com, the first of our FanPro TM marketing
tools, designed for online and offline promotion of products and services. The
FanPro TM software will allow musicians to sell digital music and other products
to their fans (potential customers) using emails and the Internet. We plan to
execute the next stage of the FanPro TM software development in 2008.

Once we begin generating significant revenues from the sale of
music through www.charitytunes.net, we anticipate expanding our operations to
include the distribution of other electronic content, such as movies and books.
Including other media in addition to music will allow us to maximize the utility
of our existing infrastructure.

Our Products and Services

Fanpro

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. Depending on the needs of the
potential client, the software will also allow Sound Revolution to create custom
cross-media campaigns. A key feature of FanPro is that it will link artists
directly to the consumer through our proprietary content management system. The
system will allow clients the ability to manage their own campaign tools and
check the status of marketing efforts, as well as to sell digital content
directly to their fans.

We intend that the software will include 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
- Online fan 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. 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 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.

Technology Agreements

On May 3, 2005, our subsidiary, Sound Revolution Recordings
Inc. (SR Recordings) 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 in the source code for any applications or modules which
are entirely custom developed for us by Gravit-e.

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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. 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 our management to view orders and account balances for purchasers, artists
and charities. We expect these functions to be available by September 1, 2007.

On August 22, 2006 we announced that we had entered into an
agreement with Gravit-e Technologies to set up and develop functionality on our
digital content distribution web-interface and through our website www.charitytunes.com to allow for the protection of
digital content using Windows Media's Digital Rights Management ("DRM").
Integrating the DRM technology into its system will provide protection against
piracy and will allow Sound Revolution to select specific uses for each digital
media file, such as selecting whether a particular song or other digital file
may be played on a portable device, burned onto a CD, or how many copies may be
made. We believe that Windows Media Digital Rights Management technology will
satisfy the security requirements of the owners of the music, video and other
digital content that we want to offer for sale online.

October 20, 2006 we entered into a Microsoft Windows Media
Manager 10.1 Software Development Kit License Agreement with Microsoft
Corporation whereby we acquired the rights to use Microsofts Digital Rights
Management for Windows Media (the DRM) technology to provide protection
against piracy. The DRM will allow us to select specific uses for each digital
media file, such as selecting whether a particular song or other digital file
may be played on a portable device, burned onto a CD, or how many copies may be
made. The term of our agreement with Microsoft is 5 years and royalty free.

Music Licensing Agreements

We have acquired the rights to an extensive collection of
digital music and are continuously expanding our library. On January 11, 2005
Sound Revolutions wholly owned subsidiary, SR Recordings Inc. 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.

As of September 11, 2006 we entered into an agreement with
Sound Ideas Inc. (Sound Ideas) to license 70,000 ringtones from the Sound
Ideas catalog. We paid to Sound Ideas a one time recoupable advance of
approximately $170, and will pay a royalty of 15% of all proceeds from net sales
of the ringtones actually received by us, and approximately $0.10 per download
of additional ringtones provided through Sound Ideas ringtone subscription
service. The agreement with Sound Ideas is part of our strategy to build unique
and interesting content so that its retail sites can compete with other online
music retailers and so that its digital content offering will interest white
label partners and affiliates. The agreement is for an unspecified term and may
be terminated by either party by giving 60 days notice to the other.

As of September 21, 2006 we entered into agreement with CD Baby
Inc. (CD Baby) to acquire the rights to a library of over 1,000,000
independent songs and ringtones. The term of the CD Baby agreement is one year
and

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will renew automatically for successive periods of one year.
The agreement may be terminated by either party with 30 days notice prior to
commencement of any additional year.

On October 19, 2006 we entered into a Digital Rights License
Agreement with Dominion Entertainment (Dominion) to license approximately 400
albums from the Dominion catalog. Dominion is the parent company of K-Tel
International Inc., which markets and sells pre-recorded music and video
products to wholesalers, retailers and mass merchandisers. The term of the
Dominion agreement is for two years, during which we will pay Dominion $0.65 per
single track and $6.00 per licensed album sold by Sound Revolution.

Effective as of November 27, 2006, we entered into an agreement
with Warner Music Canada Inc. (Warner) to license the right to sell Warners
music catalog on www.charitytunes.com. We will
compensate Warner per song sold at rates specified by Warner in advance. The
term of the Warner agreement is one year and will renew automatically for
successive periods of three months. The agreement may be terminated by either
party with 30 days notice prior to commencement of any extension of the term.

On December 7, 2006 we entered into a webservice agreement with
Puretracks Inc. (Puretracks). The Puretracks agreement gives us the right to
distribute approximately 1.9 million songs from the Puretracks library
throughout North America. The term of the agreement is 5 years and is renewable
for an additional period of one year. We will pay to Puretracks a one time set
up fee equal to $4,700, plus $250 for every 12 new audio tracks acquired by
Puretracks at our request, and $0.08 per download, net of applicable taxes.

Charity Promotion Agreements

On September 22, 2006 we entered into an Agency and Promotion
agreement with the Canadian Red Cross (Red Cross) whereby the Red Cross will
participate in promotional programs with Charity Tunes. The initial terms of the
Agreement is one year and will renew from year to year unless one party gives
notices of termination to the other at least 30 days prior to the end of the
current term. The Agreement obligates the Red Cross to work on at least 3 major
promotional campaigns per year designed to increase visits and sales at the
www.charitytunes.com website and to raise
money and awareness for the Red Cross. Charity Tunes will collect an amount
equal to a minimum of 10% of the purchase price of a song or other digital
content or products sold on its website for which purchasers select Red Cross as
the recipient of the donation. Donations collected will be forwarded to Red
Cross every calendar quarter if donations owed by Charity Tunes are at least
$100. In the event that not more than $100 is owed, the amount will carry over
until the next calendar quarter until the amount of donations collected exceeds
$100. In any event, Charity Tunes will pay Red Cross any amounts collected for
them at least yearly.

On October 6, 2006, we entered into an Agency and Promotion
Agreement (the Agreement) with War Child Canada (War Child) to raise money
and awareness of War Childs cause through the participation in promotional
programs with Charity Tunes. Charity Tunes will collect an amount equal to a
minimum of 10% of the purchase price of a song or other digital content or
products sold on its websites for which purchasers select War Child as the
recipient of the donation. In addition, War Child has authorized Charity Tunes
to collect donations on its behalf, for which Charity Tunes will charge a 6%
service fee. The initial term of the agreement is for one year. Thereafter, the
term shall extend from year to year unless one party gives the other party
notice of termination no later than 30 days prior to the end of the term. The
agreement contains a clause that the parties shall work together on at least 1
major promotional campaign a year designed to increase visits and sales at the
Charity Tunes website (www.charitytunes.com)
and to raise money and awareness for War Child.

Also on October 20, 2006, Charity Tunes Inc, entered into an
Agency and Promotion Agreement with Big Brothers / Big Sisters to raise money
and awareness of Big Brothers / Big Sisters cause through the participation in
promotional programs with Charity Tunes. The initial term of the Agreement is
for one year. Thereafter, the term shall extend from year to year unless one
party gives the other party notice of termination no later than 30 days prior to
the end of the term. The agreement contains a clause that the parties shall work
together on at least 3 major promotional campaigns a year designed to increase
visits and sales at www.charitytunes.com and
to raise money and awareness for Big Brothers / Big Sisters. Charity Tunes will
collect an amount equal to a minimum of 10% of the purchase price of a song or
other digital content or products sold on its website for which purchasers
select Big Brothers / Big Sisters as the recipient of the donation. Donations
collected will be forwarded to Big Brothers / Big Sisters every calendar quarter
if donations owed by Charity Tunes are at least $100. In the event that not more
than $100 is owed, the amount will carry over until the next calendar quarter
until the amount

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of donations collected exceeds $100. In any event, Charity
Tunes will pay Big Brothers / Big Sisters any amounts collected for them at
least yearly.

We have signed up nine charities altogether to participate in
charitytunes.com and we are continuously seeking 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. As we have entered into agreements to acquire the
rights to a significant number of songs in various genres in order for our
website charitytunes.com, the www.charitytunes.com website 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.

Buzz Tub

On March 10, 2007 we purchased an 80% (approximate) controlling
interest in Buzz Tub Media Inc., (Buzz Tub) from Penny Green, a Director, and
the Chairman and Chief Financial Officer of Sound Revolution. We acquired our
80% interest in Buzz Tub for $290. Buzz Tub is a development stage market
research, entertainment, and internet utility company incorporated in Delaware.
Buzz Tub intends to develop a fully hosted interactive website and internet
utility that will host public opinion polls and compile real time polling
statistics on subjects such as politics, current events, movies, music,
television, celebrities, fashion, video games and other consumer products. Buzz
Tubs technology will allow it to present paid advertisements related to its
polls and to gather demographic information of poll participants. Buzz Tub
intends to generate revenues through the sale of advertising and market
research, and through the provision of private polling and market research
services.

If it is successful, we believe that Buzz Tubs platform could
be used to increase the awareness of our products and services through
cross-promotion and integration.

Our Distribution Methods

We distribute our digital music through an online electronic
content delivery and management platform that we have developed. We own the
copyright in our delivery platform, however it incorporates customary software
owned by third parties, such as Microsofts Digital Rights Management for
Windows Media. Our delivery platform has the capacity to handle millions of
products, as well as to collect, organize and report information for accounting,
marketing and promotional purposes. Some of the key features of the technology
are:

- Web service application programming interface (API) allows
seamless integration of songs with third party web sites

- Gift functionality

- Affiliate royalty amounts are able to be defined on a
per-product basis

- Automated sales reports to keep track of affiliate
commissions

- Logins for charities and record labels (or other content
owners) to track hits, views, preview plays, sales and donations

- Automated generation of a variety of "top 10" style lists for
songs or other products

- Ability to sell digital content a la carte or in pre-set
packages (in development)

- Embedded Flash music player allowing users to preview songs
without an external player

- Scalable to millions of products, charities and other
affiliates

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- Automated content updates & user friendly content
management system

- Customizable search features linked to a content management
database (available with or without content)- Customizable support for
co-branding, localized and white labeled sites with a shared product database

New Products and Services

Charitytunes.com is a new service launched on May 31, 2006.
Through charitytunes.com we sell digital music downloads, ringtones, and other
sound effects, while allowing purchasers to allocate up to 10% of their purchase
price to a charitable cause chosen from our list of participating charities. We
have recently secured the rights to approximately 2,000,000 new songs by
mainstream artists which are now available for sale on our website.

Fanprois also a new service that is in the initial stages of
development. We intend to have the functional specifications of our Fanpro
software completed by late 2007 and we intend to have the software fully
developed and ready for distribution by the end of 2008. As we have not yet
entered into written agreements for the development of FanPro, we cannot be
certain that we will complete this product by our anticipated dates or at all.

General

Subsidiaries

We currently have 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 distribution of music and other media.

As of March 10, 2007 we also have one majority owned
subsidiary, Buzz Tub Media Inc., (Buzz Tub) a development stage company
incorporated in Delaware for the purpose of carrying on business in the areas of
market research, entertainment, and the provision of internet utility services.
We own approximately 80% of the outstanding shares of Buzz Tub. Buzz Tub intends
to develop a fully hosted interactive website and internet utility that will
host public opinion polls and compile real time polling statistics on subjects
such as politics, current events, movies, music, television, celebrities,
fashion, video games and other consumer products.

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 faces competition from traditional
retail music distributors such as Virgin Megastore 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

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range of companies, including broadband Internet service
providers such as Yahoo! and MSN as well as from internet retailers such as
Amazon.com, Bestbuy.com, Barnes & Noble, Virgin and Walmart.com.

Our online music services also face significant competition
from free peer-to-peer services, such as KaZaA, Morpheus, BitTorrent 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.
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.

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 and
charities with whom this constituency identifies. It is certain that our
continued ability to recruit such recording artists and charities 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 affect 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.

9

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Environmental Law Compliance

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

Item 2. Description of Property.

Our offices are located at 1187 Brimley Road, Toronto, Ontario
M1P 3G5. We pay rent of $100 per month for this space. This arrangement is
adequate for our current business requirements as our President and CEO conducts
day to day operations from his home office and our servers are hosted at a
facility operated by Gravit-e Technologies Inc.

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.

**PART II**

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, 2005
    N/A
    N/AAugust 31, 2005
    $1.47
    $0.255November 30, 2005
    $1.25
    $0.35February 28, 2006
    $0.65
    $0.26May 31, 2006
    $1.00
    $0.80August 31, 2006
    $0.64
    $0.61November 30, 2006
    $0.40
    $0.40February 28, 2007
    $0.22
    $0.22


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 May 31, 2007 we had 10,638,846 shares of common stock
outstanding and approximately 11 stockholders of record plus additional
shareholders with stock at P.O. Box 222, Bowling Green Station New York,
NY10274.

10

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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, 2007, 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

We are a development stage company whose efforts have been
principally devoted to developing technology and infrastructure for the digital
distribution of music and other media. In particular, we have developed a
website, www.charitytunes.com, through which
we sell digital music downloads, ringtones and other sound effects. We are also
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.

Our existence is dependent upon our management's ability to
develop profitable operations. Management anticipates that we will attain
profitable status and improve our liquidity through the continued development of
our products, by establishing a profitable market for our products, and through
additional equity investment in Sound Revolution.

In order to improve our liquidity, we are currently pursuing
additional equity financing through discussion with investment bankers and
private investors. There can be no assurance we will be successful in our
efforts to secure additional equity financing. If we are unable to raise equity
or obtain alternative financing, we may not be able to continue operations with
respect to the continued development and marketing of charitytunes.com or the
development of our fan management software and we may have to cease development
activities.

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

Acquisitions

We are also actively seeking acquisitions of businesses that
will add value to Sound Revolution or to Charity Tunes. If we are successful in
finding companies that are appropriate targets, we may enter into negotiations
to acquire either the shares or the assets of such companies through the
issuance of our common stock. On March 10, 2007 we purchased an 80%
(approximate) controlling interest in Buzz Tub Media Inc., (Buzz Tub) a
development stage market research, entertainment, and internet utility company
incorporated in Delaware. That transaction involved the purchase of 29,000,000
common shares in Buzz Tub from Penny Green, a Director and Chief Financial
Officer of Sound Revolution, for $290. Buzz Tub is developing technology,
including a fully hosted interactive website and utility that will host public
opinion polls and compile and present real time statistics derived

11

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from those polls. Buzz Tubs polls will cover a wide range of
topics, such as politics, current events, movies, music, television,
celebrities, fashion, video games and other consumer products. Buzz Tubs
technology will allow it to present paid advertisements related to its polls and
to gather demographic information of poll participants. If it is successful, we
believe that Buzz Tubs platform could be used to increase the awareness of our
products and services through cross-promotion and integration.

Additions to Management

On June 19, 2006 Sound Revolution appointed Robin Ram as a
Director and Chief Operating Officer. Mr. Ram has over 30 years of management
experience in multimedia marketing, sales, distribution and operations in
retail, supplier and mass market distribution channels of the entertainment
industry in Canada and the USA. His role within the Company is to develop
alliances with major record labels and charities and other partners worldwide.

In July we appointed Sandra Wong as Director of Marketing. As
Director of Marketing she will be responsible for the continued development of
content for the charitytunes.com website as well as sponsorship and media
campaigns.

On October 2, 2006 we appointed Robert Lanni as a member of our
board of advisors. Mr. Lanni will be assisting in finding a major celebrity
spokesperson for the Company as well as aligning the Company with musicians for
major promotions.

On November 1, 2006 we appointed Garry Newman to our board of
directors. Mr. Newman comes to us with vast experience and well-established
reputation in the music industry. He is a former President of Warner Music
Canada, a position he held for 5 years. Prior to serving as President, Mr.
Newman was Vice-President and Senior Vice-President of Warner Music Canada,
during which time he was responsible for all sales and marketing.

On December 1, 2006, we appointed John Mulvihill to join our
board of advisors to provide advice and guidance to the company from the
perspective of a beneficiary charity. Mr. Mulvihill is the former Deputy
Secretary General, Development of the Canadian Red Cross, which position reports
directly to the CEO.

Effective March 30, 2007 Penny Green resigned as our President
and Chief Executive Officer. Ms Green was appointed President and Chief
Executive Officer on June 1, 2005. Ms. Green will continue as our Director,
Treasurer, Secretary, Chairman, and Chief Financial Officer.

Also effective March 30, 2007 Robin Ram resigned as our Chief
Operating Officer and Chief Marketing Officer and was appointed as our President
and Chief Executive Officer.

RESULTS OF OPERATIONS FOR THE YEARS ENDED FEBRUARY 28, 2007
COMPARED TO THE YEAR FEBRUARY 28, 2006.

REVENUES:

During year ended February 28, 2007, we realized total revenue
of $358 compared to $0 in revenue for the year ended February 28, 2006 and we
incurred a net loss for the year ended February 28, 2007 of ($417,133) compared
to a net loss of ($67,691) for the same period in 2006. From June 4, 2001 (date
of inception) to February 28, 2007, we have accumulated total expenses of
$540,541 and net loss of 541, 752. Although we have begun to realize nominal
revenue from website activity, we still consider ourselves to be in the
development stage for financial statement presentation. The increase in revenues
but greater increase in net loss for 2007 was as a result of increased expenses
during the fiscal year.

EXPENSES:

The major components of our expenses for the year ended
February 28, 2007 are research and development, stock based compensation, and
general administrative expenses which include telephone fees, couriers, postage,
corporate fees including corporate expenses, software development and office
supplies.

12

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Our general and administrative expenses for the year ended
February 28, 2007 are $107,024 compared to $18,142 in for the year ended
February 28, 2006. This increase in general and administrative expenses is
mainly the result of increased website and business development. Our accumulated
general and administrative expenses from June 4, 2001 (date of inception) to
February 28, 2007 are $139,294.

Our research and development costs for the year ended February
28, 2007 were $73,925 compared to $0 for the year ended February 28, 2006. This
increase in business development costs between the two periods is largely the
result of increased activities relating to the development of our business. Our
accumulated research and development costs from June 4, 2001 (date of inception)
to February 28, 2007 are $76,915.

Our professional fees for the year ended February 28, 2007 were
$50,967, compared to $44,354 for the year ended February 28, 2006. Our
professional fees are mainly attributable to our auditor costs. Our total
accumulated professional fees from June 4, 2001 (date of inception) to February
28, 2007 are $125,543.

Our management fees for the year ended February 28, 2007 were
$61,744 compared to $1,437 for the year ended February 28, 2006. The increase in
our management fees resulted from our increased activities and from the
corresponding performance based compensation paid to our President and Chief
Executive Officer. Our total accumulated management fees from June 4, 2001 (date
of inception) to February 28, 2007 are $63,181.

We issued stock based compensation of $92,807 during the year
ended February 28, 2007 compared to $0 for the year ended February 28, 2006.
From June 4, 2001 (date of inception) to February 28, 2007 we issued $92, 807 in
stock based compensation. The increase in stock based compensation during our
past fiscal year is the result of the increased activities and the corresponding
issuance of stock as payment for consulting services, professional services,
promotional services, research & development services, management services,
and for capital equipment.

Our accumulated interest expense for the year ended February
28, 2007 was $22,476 compared to $3,455 for the year ended February 28, 2006 and
$27,593 for the period from June 4, 2001 (date of inception) to February
28,2007.

Our Director fees for the year ended February 28, 2007 and from
June 4, 2001 (date of inception) to February 28, 2007 are $7,031. The increase
in Director fees was the result of our increased activities and the expansion of
our board of Directors.

Our marketing fees for the year ended February 28, 2007 were $0
compared to $303 for the year ended February 28, 2006 and $8,177 from June 4,
2001 (date of inception) to February 28, 2007.

NET LOSSES:

Net loss for the year ended February 28, 2007 was ($417,133)
and loss per share was ($0.04) compared to a net loss of $67,691 and loss per
share of ($0.01) for the year ended February 28, 2006. The increase in losses
was primarily due to auditor fees, research & development, corporate
expense, and an increase in general and administrative expenses. Our net loss
from June 4, 2007 (date of inception) to February 28, 2007 is ($541,752).

LIQUIDITY AND CAPITAL RESOURCES:

As of February 28, 2007, we had cash of $6,974 compared to
$1,559 for the period ending February 28, 2006. We intend to continue to make
financial investments in marketing, digital music rights acquisitions,
technology, software development and website development. We expect to incur
substantial losses over the next year.

As a result of our operating loss of $541,752 from inception on
June 4, 2001 through February 28, 2007, we generated a net deficit accumulated
during the development stage of $541, 752. We met our cash requirements during
this period through the receipt of $224,758 advanced by Bacchus Entertainment
Ltd. (Bacchus Entertainment), a company 100% owned by Penny Green, our
Director and Chief Financial Officer, as well as $63,622 received in exchange
for the sales of our common stock in private placements.

13

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We have generated nominal revenues in this period, and realized
a negative cash flow from operations of $157,005 for the year ended February 28,
2007 compared to a negative cash flow from operations of $34,658 for the year
ended February 28, 2006. We have achieved liquidity in the year ended February
28, 2007 principally from $183,972 advanced by Bacchus.

On August 31, 2004, Penny Green and Bacchus Entertainment
entered into an agreement with us whereby the net amount of monies borrowed by
us from Penny Green and Bacchus Entertainment would all convert to a loan owed
by us to Bacchus and that Bacchus would make further loans to us from time to
time with interest accruing at the annual rate of 10% up to an aggregate of
70,000. 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. On January 1, 2007 the loan agreement was again
amended so that additional amounts loaned to us by Penny Green or Bacchus
Entertainment will be subject to the loan agreement and so monthly payments will
not be required until September 1, 2007.

Our losses for the year ended February 28, 2007 were ($417,133)
or ($34,761) per month compared to ($67,691) or ($5,640) per month for the year
ended February 28, 2006. We estimate that our expenses over the next 12 months
(beginning March 2007) will be approximately as follows:

Target
        completion date or, if
      Our costWhat we must do and how we will do it
      not known, number of
      to completemonths
        to complete
      (US$)Implement PIN
      program
    July
      1, 2007
    $15,000Development of
      various added features for charitytunes.com websites
    September 1, 2007
    $5,000Launch Party
    October, 2007
    $20,000Integrate 100,000
      tv programs and movies into database
    24
      months
    $15,000Implement Sale of
      Ringtones through mobile carriers
    December 1, 2007
    $15,000Hardware purchases
      for digital storage
    September, 2007
    $10,000Launch foreign
      language websites (Indian, Chinese, German, Spanish, French)
    12
      months
    $75,000Completion of more
      FanPro marketing tools
    12
      months
    $30,000Royalty advances
      delivery costs, music
    12
      months
    $100,000Royalty advances
      & delivery costs, movies
    12
      months
    $100,000Celebrity
      Spokesperson / Ambassadors
    12
      months
    $50,000Radio/Print/TV
      Marketing budget
    12
      months
    $300,000Tradeshow budget
    12
      months
    $50,000Online search
      optimization
    12
      months
    $10,000Publicist
    12
      months
    $50,000Promotional
      Merchandise
    12
      months
    $10,000Sound Revolution
      record label
    12
      months
    $50,000Travel
    12
      months
    $20,000Legal and
      Accounting
    12
      months
    $50,000


14

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Management/ Director
      Fees
    12 months
    $225,000Corporate
      Communications and Investor Relations
    12 months
    $500,000General
      Administration and working capital
    12 months
    $300,000Total
    
    $2,000,000


As of February 28, 2007, we had cash equivalents of $6,974 and
we believe that we need approximately an additional $2,000,000 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. We intend to seek additional
financing of $2,000,000 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.

We 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 Entertainment through our loan
agreement signed on February 28, 2005, or by seeking financing through equity
placements. If we are unable to raise necessary capital to meet our capital
requirements, we may not be able to pay our internet hosting fees, which may
mean our website and digital music would no longer be available to the public,
and we may not be able to pay our auditor which could result in a failure to
comply with accounting disclosure requirements.

As we expand in the future, and if we are successful in
licensing additional music libraries or any film libraries, we will incur
additional costs for personnel. In order for us 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
$300,000 per year beginning in mid 2008 to pay salaries to employees or
consultants in working in the areas of marketing, sales, music acquisition and
accounting.

The effect of inflation on our operating results was not
significant. Our operations are located primarily in Canada. Our independent
certified public accountants have stated in their report dated [[], 2007] that
we have incurred operating losses from our inception, and that we are dependent
upon management's ability to develop profitable operations. These factors among
others may raise substantial doubt about our ability to continue as a going
concern.

There are no legal or practical restrictions on our ability to
transfer funds between Sound Revolution and our subsidiary companies.

Going Concern

Our independent certified public accountants have stated in their
  report June 11, 2007 included herein, that we have incurred operating losses
  from our inception, and that we are dependent upon our management's ability
  to develop profitable operations. These factors among others may raise substantial
  doubt about our ability to continue as a going concern.

15

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Known Material Trends and Uncertainties

As of February 28, 2007, we have 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 our 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.

Plan of Operation for the 12 Months ending February 28,
2008

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
and Charity Tunes 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 2007 if we are successful in raising additional
capital.

Research and Development

During the fiscal year ended February 28, 2007, we incurred
$73,925 in expenses related to research and development. We anticipate that we
will spend approximately $80,000 relating to product research and development
over the next 12 months, which amount includes the estimated cost of upgrading
our www.charitytunes.com platform, developing
our FanPro software, and the cost of integrating newly acquired content to our
website. However, this estimate does not include direct marketing and publicity
expenses or costs associated incurred from the acquisition and licensing of
content.

Purchase of Significant Equipment

If the sale of music on our website www.charitytunes.com increases significantly, we
anticipate purchasing additional electronic storage and related server hardware
over the next 12 months at a cost of approximately $10,000.

Employees

We anticipate that we will increase our number of employees in
mid 2008. 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

16

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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

Prior to the March 1, 2006 adoption of the Financial Accounting
Standards Board (FASB) Statement No. 123(R), Share-Based Payment (SFAS
123R), we accounted for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations. As
permitted by SFAS No. 123, Accounting for Stock-Based Compensation (SFAS
123), stock-based compensation was included as a pro forma disclosure in the
notes to the consolidated financial statements. We had no employee stock based
compensation issued and outstanding prior to March 1, 2006.

Effective March 1, 2006, the beginning of our first fiscal
quarter of 2006, we adopted the fair value recognition provisions of SFAS 123R,
using the modified-prospective transition method. Under this transition method,
stock-based compensation expense is recognized in the consolidated financial
statements for granted, modified, or settled stock options. Compensation expense
recognized included the estimated expense for stock options granted on and
subsequent to March 1, 2006, based on the grant date fair value estimated in
accordance with the provisions of SFAS 123R, and the estimated expense for the
portion vesting in the period for options granted prior to, but not vested as of
March 1, 2006, based on the grant date fair value estimated in accordance with
the original provisions of SFAS 123. Results for prior periods have not been
restated, as provided for under the modified-prospective method. We had no
employee stock based compensation issued and outstanding at February 28, 2007.

Item 7. Financial Statements.

17

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Sound Revolution, Inc. 
  (A Development Stage Company)

February 28, 2007

|                                                              | 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         | F-5  
|                                                              |      
|Consolidated Statements
      of Cash Flows                   | F-8  
|                                                              |      
|Notes to the Consolidated
      Financial Statements          | F-9  

---



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, 2007, and the related consolidated statements of operations, comprehensive
  income (loss), stockholders' equity, and cash flows for the years ended February
  28, 2007 and 2006, and for the period from June 4, 2001 (date of inception)
  to February 28, 2007. 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, 2007, and the results of their operations and their cash flows for the years
  ended February 28, 2007 and 2006, and for the period from June 4, 2001 (date
  of inception) to February 28, 2007, 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 $541,752 at February 28, 2007.
  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 11, 2007
  Seattle, Washington

---

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

|                                                              |  | February 28, |  
|------------------------------------------------------------- |  | ------------ | -
|                                                              |  | 2007         |  
|                                                              |  | $            |  
|                                                              |  |              |  
|ASSETS                                                        |  |              |  
|Current Assets                                                |  |              |  
|Cash                                                          |  | 6,974        |  
|Prepaid
      expenses and other                              |  | 29,053       |  
|Total Current Assets                                          |  | 36,027       |  
|                                                              |  |              |  
|Investment(Note 4)                                            |  | 10,000       |  
|Property and Equipment(Note 5)                                |  | 13,469       |  
|Web Site Development Costs                                    |  | 6,802        |  
|Music Rights                                                  |  | 342          |  
|Total Assets                                                  |  | 66,640       |  
|                                                              |  |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                |  |              |  
|Current Liabilities                                           |  |              |  
|Accounts payable and accrued expenses                         |  | 56,529       |  
|Accrued interest due to stockholder                           |  | 26,621       |  
|Note payable to stockholder                                   |  | 224,758      |  
|Total Current Liabilities                                     |  | 307,908      |  
|                                                              |  |              |  
|Contingencies and Commitments (Notes 1 and 6)                 |  |              |  
|Stockholders Equity (Deficit)                                |  |              |  
|Common Stock: 80,000,000 shares authorized, $0.0001 par value |  |              |  
|10,638,846 shares issued and outstanding                      |  | 1,062        |  
|Additional Paid-in Capital                                    |  | 297,999      |  
|Accumulated Other Comprehensive Gain(loss)                    |  | 1,423        |  
|Deficit Accumulated
      During the Development Stage        |  | (541,752     | )
|Total Stockholders Equity (Deficit)                          |  | (241,268     | )
|Total Liabilities
      and Stockholders Equity (Deficit)    |  | 66,640       |  

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,     |  
|                                             |   | 2007         |   |   | 2006         |   |  | 2007                |  
|                                             |   | $            |   |   | $            |   |  | $                   |  
|                                             |   |              |   |   |              |   |  |                     |  
|Sales                                        |   | 358          |   |   |             |   |  | 4,475               |  
|                                             |   |              |   |   |              |   |  |                     |  
|Cost of Sales                                |   | 1,517        |   |   |             |   |  | 5,686               |  
|                                             |   |              |   |   |              |   |  |                     |  
|Gross Margin                                 |   | (1,159       | ) |   |             |   |  | (1,211              | )
|                                             |   |              |   |   |              |   |  |                     |  
|Expenses                                     |   |              |   |   |              |   |  |                     |  
|                                             |   |              |   |   |              |   |  |                     |  
|Directors fees                               |   | 7,031        |   |   | -            |   |  | 7,031               |  
|Marketing                                    |   | -            |   |   | 303          |   |  | 8,177               |  
|Management fees                              |   | 61,744       |   |   | 1,437        |   |  | 63,181              |  
|Professional fees                            |   | 50,967       |   |   | 44,354       |   |  | 125,543             |  
|Research and development                     |   | 73,925       |   |   | -            |   |  | 76,915              |  
|Stock based compensation                     |   | 92,807       |   |   | -            |   |  | 92,807              |  
|General and administrative                   |   | 107,024      |   |   | 18,142       |   |  | 139,294             |  
|Interest expense                             |   | 22,476       |   |   | 3,455        |   |  | 27,593              |  
|                                             |   |              |   |   |              |   |  |                     |  
|Total Expenses                               |   | 415,974      |   |   | 67,691       |   |  | 540,541             |  
|                                             |   |              |   |   |              |   |  |                     |  
|Net Loss                                     |   | (417,133     | ) |   | (67,691      | ) |  | (541,752            | )
|                                             |   |              |   |   |              |   |  |                     |  
|Net Loss Per Share
       Basic and Diluted | $ | (0.04        | ) | $ | (0.01        | ) |  |                     |  
|                                             |   |              |   |   |              |   |  |                     |  
|Weighted Average Shares
      Outstanding    |   | 10,464,234   |   |   | 10,325,000   |   |  |                     |  

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,     |  
|                                              |  | 2007         |   |  | 2006         |   |  | 2007                |  
|                                              |  | $            |   |  | $            |   |  | $                   |  
|                                              |  |              |   |  |              |   |  |                     |  
|Net Loss                                      |  | (417,133     | ) |  | (67,691      | ) |  | (541,752            | )
|                                              |  |              |   |  |              |   |  |                     |  
|Other comprehensive income (loss)             |  |              |   |  |              |   |  |                     |  
|                                              |  |              |   |  |              |   |  |                     |  
|Foreign currency translation
      adjustment |  | 1,955        |   |  | ( 887        | ) |  | 1,423               |  
|                                              |  |              |   |  |              |   |  |                     |  
|Comprehensive Loss                            |  | (415,178     | ) |  | (68,578      | ) |  | (540,329            | )

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, 2007

Deficit
      
      
      AccumulatedAccumulated
      
      
      OtherAdditional
      
      
      During the
      
      
      ComprehensiveCommon
        Stock
      
      
      Paid-in
      
      
      Exploration
      
      
      IncomeShares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      (Loss)
      
      
      Total#
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $Balance  June 4, 2001 (Date ofInception)
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      Issuance of common stock for cash:June 15, 2001
      
      8,000,000
      
      
      800
      
      
      
      
      
      
      
      
      
      
      
      800June 27, 2001
      
      2,000,000
      
      
      200
      
      
      7,054
      
      
      
      
      
      
      
      
      7,254August 31, 2001
      
      7,000
      
      
      1
      
      
      904
      
      
      
      
      
      
      
      
      905Translation 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 forcash, July 2004
      
      248,314
      
      
      25
      
      
      49,638
      
      
      
      
      
      
      
      
      49,663Issuance of common stock forprofessional
        services, July 2004
      
      14,500
      
      
      1
      
      
      2,899
      
      
      
      
      
      
      
      
      2,900Translation adjustment
      
      
      
      
      
      
      
      
      
      
      
      
      
      1,588
      
      
      1,588Net loss for the year
      
      
      
      
      
      
      
      
      
      
      (43,968
      )
      
      
      
      
      (43,968
      )Balance  February 28, 2005
      
      10,269,814
      
      
      1,027
      
      
      60,495
      
      
      (56,928
      )
      
      355
      
      
      4,949Issuance of common stock forprofessional services, July 2005
      
      83,347
      
      
      8
      
      
      24,996
      
      
      
      
      
      
      
      
      25,004Translation 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)

---

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, 2007

Deficit
      
      
      AccumulatedAccumulated
      
      
      OtherAdditional
      
      
      During the
      
      
      ComprehensiveCommon
        Stock
      
      
      Paid-in
      
      
      Exploration
      
      
      IncomeShares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      (Loss)
      
      
      Total#
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $Balance  February 28, 2006
      
      10,353,161
      
      
      1,035
      
      
      85,491
      
      
      (124,619
      )
      
      (532
      )
      
      (38,625
      )Issuance of common stock forprofessional services, March 2006
      
      15,000
      
      
      2
      
      
      5,248
      
      
      
      
      
      
      
      
      5,250Issuance of common stock for debtsettlement, April 2006
      
      3,030
      
      
      
      
      
      1,000
      
      
      
      
      
      
      
      
      1,000Issuance of common stock forcash, April 2006
      
      20,000
      
      
      2
      
      
      4,998
      
      
      
      
      
      
      
      
      5,000Issuance of common stock formanagement services , June 2006
      
      13,200
      
      
      1
      
      
      12,011
      
      
      
      
      
      
      
      
      12,012Issuance of common stock forprofessional services, July 2006
      
      4,000
      
      
      
      
      
      1,880
      
      
      
      
      
      
      
      
      1,880Issuance of common stock forresearch and developmentservices, July 2006
      
      8,000
      
      
      1
      
      
      3,759
      
      
      
      
      
      
      
      
      3,760Issuance of common stock forconsulting services and prepaids,July 2006
      
      4,200
      
      
      
      
      
      1,974
      
      
      
      
      
      
      
      
      1,974Issuance of common stock forconsulting services, August 2006
      
      3,350
      
      
      
      
      
      1,508
      
      
      
      
      
      
      
      
      1,508Issuance of common stock forresearch and developmentservices, August 2006
      
      9,050
      
      
      1
      
      
      4,854
      
      
      
      
      
      
      
      
      4,855Issuance of common stock forconsulting services, August 2006
      
      2,200
      
      
      
      
      
      1,364
      
      
      
      
      
      
      
      
      1,364Issuance of common stock forexpenses and managementservices, August 2006
      
      25,200
      
      
      3
      
      
      15,621
      
      
      
      
      
      
      
      
      15,624Issuance of common stock formanagement service, August 2006
      
      5,785
      
      
      1
      
      
      3,701
      
      
      
      
      
      
      
      
      3,702Issuance of stock options inSeptember, 2006 in exchange forconsulting services
      
      
      
      
      
      
      
      2,464
      
      
      
      
      
      
      
      
      2,464Issuance of stock options inSeptember, 2006 in exchange formanagement services
      
      
      
      
      
      
      
      48,300
      
      
      
      
      
      
      
      
      48,300Issuance of common stock for webdevelopment and future service,September 2006
      
      20,000
      
      
      2
      
      
      11,998
      
      
      
      
      
      
      
      
      12,000Issuance of common stock forcapital equipment, September2006
      
      22,600
      
      
      2
      
      
      13,558
      
      
      
      
      
      
      
      
      13,560Issuance of common stock forresearch and development service,September 2006
      
      5,200
      
      
      1
      
      
      2,391
      
      
      
      
      
      
      
      
      2,392Issuance of common stock forpromotional service, September2006
      
      30,000
      
      
      3
      
      
      6,297
      
      
      
      
      
      
      
      
      6,300Issuance of stock options inOctober, 2006 in exchange forconsulting services
      
      
      
      
      
      
      
      3,843
      
      
      
      
      
      
      
      
      3,843Balance  Carried forward10,543,976
      
      
      1,054
      
      
      232,260
      
      
      (124,619
      )
      
      (532
      )
      
      108,163


F-6

(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, 2007

Deficit
      
      
      AccumulatedAccumulated
      
      
      OtherAdditional
      
      
      During the
      
      
      ComprehensiveCommon
        Stock
      
      
      Paid-in
      
      
      Development
      
      
      IncomeShares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      (Loss)
      
      
      Total#
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $Balance  Brought forward
      
      10,543,976
      
      
      1,054
      
      
      232,260
      
      
      (124,619
      )
      
      (532
      )
      
      108,163Issuance of stock options inNovember, 2006 inexchange for directors
        fees
      
      
      
      
      
      
      
      38,200
      
      
      
      
      
      
      
      
      38,200Issuance of common stock forpromotional service,November 2006
      
      80,000
      
      
      8
      
      
      21,592
      
      
      
      
      
      
      
      
      21,600Issuance of common stock forresearch and developmentservice, December 2006
      
      14,870
      
      
      1
      
      
      5,947
      
      
      
      
      
      
      
      
      5,948Foreign currency translation
      
      
      
      
      
      
      
      
      
      
      
      
      
      1,955
      
      
      1,955Net loss for the period
      
      
      
      
      
      
      
      
      
      
      (417,133
      )
      
      
      
      
      (417,133
      )Balance 
        February 28, 2007
      
      10,638,846
      
      
      1,062
      
      
      297,999
      
      
      (541,752
      )
      
      1,423
      
      
      (241,267
      )


F-7

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

---

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,     |  
|                                                    |  | 2007         |   |  | 2006         |   |  | 2007                |  
|                                                    |  | $            |   |  | $            |   |  | $                   |  
|                                                    |  |              |   |  |              |   |  |                     |  
|                                                    |  |              |   |  |              |   |  |                     |  
|Operating Activities                                |  |              |   |  |              |   |  |                     |  
|Net loss for the period                             |  | (417,133     | ) |  | (67,691      | ) |  | (541,752            | )
|Adjustments to reconcile net loss
      to cash     |  |              |   |  |              |   |  |                     |  
|Depreciation expense                                |  | 14,405       |   |  | 3,186        |   |  | 17,734              |  
|Shares issued in
      exchange for services        |  | 100,169      |   |  | 25,004       |   |  | 128,073             |  
|Stock options issued in exchange
      for services |  | 92,807       |   |  | -            |   |  | 92,807              |  
|Change in operating assets and
      liabilities    |  |              |   |  |              |   |  |                     |  
|Accounts payable and accrued expenses               |  | 53,831       |   |  | 3,698        |   |  | 57,529              |  
|Accrued interest
      due to stockholder           |  | 22,390       |   |  | 3,651        |   |  | 26,621              |  
|Prepaid expenses and other                          |  | (23,474      | ) |  | (2,506       | ) |  | (29,053             | )
|Net Cash Used In Operating Activities               |  | (157,005     | ) |  | (34,658      | ) |  | (248,041            | )
|Investing Activities                                |  |              |   |  |              |   |  |                     |  
|Purchase of music
      rights                      |  | 7            |   |  |             |   |  | (291                | )
|Purchase of office equipment                        |  | (12,998      | ) |  |             |   |  | (14,794             | )
|Web site development
      costs                    |  | (5,516       | ) |  | (4,163       | ) |  | (9,679              | )
|Investment                                          |  | (10,000      | ) |  | -            |   |  | (10,000             | )
|Net Cash Flows Used In Investing Activities         |  | (28,507      | ) |  | (4,163       | ) |  | (34,764             | )
|Financing Activities                                |  |              |   |  |              |   |  |                     |  
|Advances from stockholder                           |  | 183,972      |   |  | 18,114       |   |  | 224,758             |  
|Proceeds from issuance of common stock              |  | 5,000        |   |  | -            |   |  | 63,622              |  
|Net Cash Flows Provided By Financing Activities     |  | 188,972      |   |  | 18,114       |   |  | 288,380             |  
|                                                    |  |              |   |  |              |   |  |                     |  
|Foreign exchange effect on cash                     |  | 1,955        |   |  | ( 891        | ) |  | 1,399               |  
|Increase (Decrease) in Cash                         |  | 5,415        |   |  | (21,598      | ) |  | 6,974               |  
|Cash - Beginning of Period                          |  | 1,559        |   |  | 23,157       |   |  |                    |  
|Cash - End of Period                                |  | 6,974        |   |  | 1,559        |   |  | 6,974               |  
|                                                    |  |              |   |  |              |   |  |                     |  
|Supplemental Disclosures                            |  |              |   |  |              |   |  |                     |  
|Interest paid to stockholder                        |  | 978          |   |  | 1,082        |   |  | 1,082               |  
|Income
      taxes paid                             |  |             |   |  |             |   |  |                    |  

F-8

(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, 2007 
  (Expressed in US dollars)

1.      The Company and Summary of
  Significant Accounting Policies

The 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 $541,752 at
  February 28, 2007, and has used cash of $248,041 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 $2,000,000. A company controlled by the Company's
  major stockholder and CFO has agreed to make loans to the Company ($183,972
  has been drawn through February 28, 2007) 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-9

---

Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  February 28, 2007 
  (Expressed in US dollars)

Property and Equipment

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.

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 note is unsecured and has no stated repayment
  terms.

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.

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, 2007 or February 28, 2006.

F-10

---

Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  February 28, 2007 
  (Expressed in US dollars)

Foreign Currency Translation

The Company translates foreign assets and liabilities of its
  Canadian subsidiary 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 2007 or 2006.

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

Prior to the March 1, 2006 adoption of the Financial Accounting
  Standards Board (FASB) Statement No. 123(R), Share-Based Payment
  (SFAS 123R), the Company accounted for stock-based compensation
  using the intrinsic value method prescribed in Accounting Principles Board (APB)
  Opinion No. 25, Accounting for Stock Issued to Employees, and related
  interpretations. As permitted by SFAS No. 123, Accounting for Stock-Based
  Compensation (SFAS 123), stock-based compensation was included
  as a pro forma disclosure in the notes to the consolidated financial statements.
  The Company had no employee stock based compensation issued and outstanding
  prior to March 1, 2006.

Effective March 1, 2006, the beginning of the Companys
  first fiscal quarter of 2006, the Company adopted the fair value recognition
  provisions of SFAS 123R, using the modified-prospective transition method. Under
  this transition method, stock-based compensation expense is recognized in the
  consolidated financial statements for granted, modified, or settled stock options.
  Compensation expense recognized included the estimated expense for stock options
  granted on and subsequent to March 1, 2006, based on the grant date fair value
  estimated in accordance with the provisions of SFAS 123R, and the estimated
  expense for the portion vesting in the period for options granted prior to,
  but not vested as of March 1, 2006, based on the grant date fair value estimated
  in accordance with the original provisions of SFAS 123. Results for prior periods
  have not been restated, as provided for under the modified-prospective method.
  The Company had no employee stock based compensation issued and outstanding
  at February 28, 2007.

New Accounting Pronouncements

F-11

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Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  February 28, 2007 
  (Expressed in US dollars)

In July 2006, the Financial Accounting Standards Board (FASB)
  issued FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income
  Taxes-an interpretation of FASB Statement No. 109."This Interpretation
  provides guidance for recognizing and measuring uncertain tax positions, as
  defined in Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
  for Income Taxes. "FIN No. 48 prescribes a threshold condition that a tax
  position must meet for any of the benefit of an uncertain tax position to be
  recognized in the financial statements. Guidance is also provided regarding
  derecognition, classification and disclosure of uncertain tax positions. FIN
  No. 48 is effective for fiscal years beginning after December 15, 2006. The
  Company does not expect that this Interpretation will have a material impact
  on their financial position, results of operations or cash flows.

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. 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.

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.

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.

F-12

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Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  February 28, 2007 
  (Expressed in US dollars)

New Accounting Pronouncements (continued)

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.

Note 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, 2007, 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, 2007, the Company has tax losses of approximately
  $380,000 in the United States and $Nil 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 $ 129,000 at February 28,2007 and $41,200 at February 28, 2006.
  The Company has provided a full valuation allowance against the deferred tax
  asset. The valuation allowance increased by $87,800 and $23,000 for 2007 and
  2006, respectively.

Note 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 both 2007
  and 2006.

On December 07, 2006 the Company entered into an agreement with
  Puretracks Inc, to acquire the right to distribute through its website 1.6 million
  songs from Puretracks library throughout the territory of North America.
  The term of the agreement is for 5 years and is renewable for a one year period.
  The agreement is subject to approval by certain music rights holders.

4.      Investment

On September 21, 2006 the Company entered into a Wholesale Digital
  Download and Master Tone agreement with CD Baby, Inc to obtain the rights to
  sell over 1,000,000 songs and ring tones .The initial term of the agreement
  is for one year and shall extend from year to year basis. The Company has paid
  CD Baby $10,000 for 100,000 songs(at $0.10 per song).The Company has to agreed
  to pay an additional $90,000 for the remaining 900,000 songs, which is it not
  obligated to do. Upon sales of the songs, the Company is obligated to pay royalties
  to CD Baby Inc. of between 60  70% of the sale price.

F-13

---

Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  February 28, 2007 
  (Expressed in US dollars)

5.      Property and Equipment

| |                    |  |        |  |  |              |  |  | February 28, | 
| | ------------------ |  | ------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |        |  |  |              |  |  | 2007         | 
| |                    |  |        |  |  | Accumulated  |  |  | Net Carrying | 
| |                    |  | Cost   |  |  | Amortization |  |  | Value        | 
| |                    |  | $      |  |  | $            |  |  | $            | 
| |                    |  |        |  |  |              |  |  |              | 
| | Computer Equipment |  | 16,745 |  |  | 3,276        |  |  | 13,469       | 

4.      Advances from related party
  and related party transactions

During the year ended February 28, 2007, directors of the Company
  received $61,744 in management fees pursuant to management agreements, and has
  paid $7,031 in directors fees to a director of the Company . The Company has
  also prepaid $15,600 in management fees to a director of the Company.

5.      Common Stock

Stock options 
  The following table summarizes the changes in options outstanding and the related
  prices for the shares of the Company's common stock issued to its officers.

Options Outstanding
      Options ExercisableWeighted Average
      Weighted
      
      WeightedExercise
      Number
      Remaining
      Average
      Number
      AverageContractualPrices
      Outstanding
      Life (Years)
      Exercise Price
      Exercisable
      Exercise Price$ 0.80
      10,000
      1.81
      $ 0.80
      10,000
      $ 0.80$ 1.00
      100,000
      1.81
      $ 1.00
      100,000
      $1.00$ 1.50
      100,000
      1.81
      $ 1.50
      100,000
      $ 1.50$ 0.26
      15,000
      1.84
      $ 0.26
      15,000
      $ 0.26$ 0.30
      50,000
      1.92
      $0.30
      50,000
      $ 0.30275,000
      1.83
      $
        0.77
      275,000
      $
        0.77


Transactions involving stock options issued to employees are
  summarized as follows:

|                                             |  |                  |  |   | Weighted Average | 
|-------------------------------------------- |  | ---------------- |  | - | ---------------- | 
|                                             |  | Number of Shares |  |   | Price Per Share  | 
|Balance at June 4, 2001 (date of inception): |  | -                |  | $ | -                | 
|Granted                                      |  | -                |  |   | -                | 
|Exercised                                    |  | -                |  |   | -                | 
|Cancelled or expired                         |  | -                |  |   | -                | 
|Outstanding at February 28, 2006             |  | -                |  | $ | -                | 
|Granted                                      |  | 10,000           |  |   | .80              | 
|Granted                                      |  | 100,000          |  |   | 1.00             | 
|Granted                                      |  | 100,000          |  |   | 1.50             | 
|Granted                                      |  | 15,000           |  |   | .26              | 
|Granted                                      |  | 50,000           |  |   | .30              | 
|Exercised                                    |  | -                |  |   | -                | 
|Cancelled or expired                         |  | -                |  |   | -                | 
|Outstanding at February 28, 2007             |  | 275,000          |  | $ | 0.77             | 

In September 2006, the Company granted an aggregate of 10,000
  stock options to a consultant in exchange for services rendered. The estimated
  value of the stock options vested during the year ended February 28, 2007 was
  determined using the Black-Scholes option pricing model and the following assumptions:
  expected option life of 2 years, a risk free interest rate of 4.625%, a dividend
  yield of 0% and volatility of 272%. Compensation expense of $2,464 was charged
  to operations during the year ended February 28, 2007.

F-14

---

Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  February 28, 2007 
  (Expressed in US dollars)

In September 2006, the Company granted an aggregate of 200,000
  stock options to a director in exchange for management services rendered. The
  estimated value of the stock options vested during the period ended November
  30, 2006 was determined using the Black-Scholes option pricing model and the
  following assumptions: expected option life of 2 years, a risk free interest
  rate of 4.625%, a dividend yield of 0% and volatility of 272%. Compensation
  expense of $48,300 was charged to operations during the year ended February
  28, 2007.

In October 2006, the Company granted an aggregate of 15,000 stock
  options to a consultant in exchange for services rendered. The estimated value
  of the stock options vested during the year ended February 28, 2007 was determined
  using the Black-Scholes option pricing model and the following assumptions:
  expected option life of 2 years, a risk free interest rate of 4.625%, a dividend
  yield of 0% and volatility of 272%. Compensation expense of $3,843 was charged
  to operations during the year ended February 28, 2007.

In November 2006, the Company granted an aggregate of 100,000
  stock options to a director in exchange for services rendered. The estimated
  value of the stock options vested during the period ended November 30, 2006
  was determined using the Black-Scholes option pricing model and the following
  assumptions: expected option life of 2 years, a risk free interest rate of 4.625%,
  a dividend yield of 0% and volatility of 272%. Compensation expense of $38,200
  was charged to operations during the year ended February 28, 2007.

6.      Subsequent Event

In March 10, 2007 the Company paid $290 to a director in exchange
  for 29,000,000 common voting shares in the capital stock of Buzz Tub Media Inc.,
  a development stage corporation incorporated in the state of Delaware for the
  purposes of carrying on business in the areas of market research, entertainment,
  and internet technology. The 29,000,000 shares acquired represent approximately
  80% of the outstanding capital stock of Buzz Tub Media Inc. as of March 10,
  2007.

F-15

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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, 2007, 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, 2007, 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 May 24, 2007 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
    Chief Financial Officer, Secretary,
      Treasurer, Chairman and Director
    35
    June 4, 2001Susanne Milka
    Director
    31
    March 14, 2004Garry Newman
    Director
    57
    November 1, 2007Robin Ram
    President, Chief Executive Officer, and
      Director
    47
    March 30, 2007


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.

Gary Newman, Director

Garry Newman has served as a Director of Sound Revolution from
November 1, 2006 to present. Mr. Newman currently serves on the Advisory board
of Music Therapy Foundation and Toronto Symphony Orchestra, Sonic Bloom. He has
also previously served on the board of East Coast Music Association, Canadian
Country Music Association, Canadian Arts and Sciences Academy and Canadian
Recording Industry Association. From 1998 to 2003, Mr. Newman served as the
President and CEO of Warner Music Canada. Prior to this, Mr. Newman spent 13
years as the Senior Vice President, Sales and Marketing of Warner Music
Canada.

Robin Ram, Director, President and Chief Executive Officer

Robin Ram was appointed as chief operating officer and chief
marketing officer of Sound Revolution on June 19, 2006 and December 1, 2006,
respectively, which post he held until March 30, 2007. Since March 30, 2007, Mr.
Ram has served as our President and Chief Executive Officer. Mr. Ram has also
served as a Director of Sound Revolution since June 26, 2006. Mr. Ram has 30
years of management, multimedia marketing, sales, distribution and operational
experience in the retail, supplier and mass market distribution channels of the
entertainment

19

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industry both in Canada and the USA. From 2003 to 2006 Mr. Ram
was a Senior Vice President and Managing Partner for Brandxtensions Marketing
Inc., a Toronto-based entertainment label. Since 2001, Mr. Ram has been the
acting President of Mar International Group, a company that provides sales,
marketing, manufacturing and consulting services to entertainment companies.

Penny Green, Director, Chair of the board, Chief Financial
Officer, Secretary and Treasurer

Ms. Green is the founder of Sound Revolution and served as
President and Chief Executive Officer of Sound Revolution from June 4, 2001 to
March 14, 2004 and again from June 1, 2005 to March 30, 2007. Ms Green has
served as a Director, Secretary, treasure and Chairman of the board of Sound
Revolution since May 2001 to present. She has served as Chief financial officer
from August 11, 2004 to present. Ms. Green has worked in various aspects of the
entertainment industry for over 10 years. She has been practicing law as founder
and owner of Bacchus Law Group for the past eight years 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. Ms. Green is also a director of Blink Couture Inc., a
public company quoted on the OTC Bulletin board under the symbol BLCK.OB.

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 six months, Ms. Milka has acted as a mortgage
broker as her main occupation. Ms. MIlka is also a director of Blink Couture
Inc., a public company quoted on the OTC Bulletin board under the symbol
BLCK.OB.

Significant Employees

On July 1, 2007 Sandra Wong was appointed as Director of
Marketing. As Director of Marketing she will be responsible for the continued
development of content for the www.charitytunes.com website as well as
sponsorship and media campaigns. Ms. Wong has worked as a media designer and
marketing consultant for over ten years. She is the founder of successful
multi-media company, Ten Story Studios where she oversees a group of animation
artists and programmers. Ms. Wongs international marketing portfolio includes
companies such as Starbucks Coffee, Samsung, Sony Canada, Microsoft, AstraZeneca
and Bookbyte.com.

On October 2, 2006 we appointed Robert Lanni as a member of our
board of advisors. Mr. Lanni will be assisting in finding a major celebrity
spokesperson for Sound Revolution as well as aligning Sound Revolution with
musicians for major promotions. Mr. Lanni is a partner of Coalition Management,
an artist management group whose artists include Our Lady Peace (Columbia),
Finger Eleven (Wind-Up), Simple Plan (Atlantic), Idle Sons (EMI), The Waking
Eyes (Coalition Records/Warner), Neverending White Lights (Ocean/Maple Music),
Inward Eye (J Records), and Hurst (Maple Music). Mr. Lanni brings a wealth of
experience and strong industry relations to our board of Directors, having
worked in the Canadian music industry since the mid 1980s. In addition to his
work at Coalition Management, Mr. Lanni was the past chairman of the Canadian
chapter of the Music Managers Forum and is a current member of the board of
Directors.

20

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We anticipate hiring a Chief Technology Officer as well as
several Vice Presidents in mid 2008 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 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.

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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.

The following table sets forth compensation awarded to, earned
by or paid to our Chief Executive Officer (CEO), and to other persons serving as
executive officers as of February 28, 2007, whose salary and bonus for Fiscal
2007 year exceeded $100,000 (the Named Executive Officer) for the last two
completed fiscal years.

SUMMARY COMPENSATION

NameandPrincipalPosition
      Year
      Salary($)
      Bonus($)
      StockAwards**($)**
      Option**Awards**($)
      **Non-Equity**IncentivePlanCompensa-tion($)
      Change inPensionValue and**Nonqualified**DeferredCompensationEarnings($)
      AllOtherCompensa-tion($)
      Total($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)Robin Ram, President, CEO.
    Fiscal 2007
    27, 012 (1)
    15,000
    
    48,300
    Nil
    Nil
    Nil
    90,312Penny Green, CFO (2)
    Fiscal 2007
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


| | (1) | Represents management fees paid to Mr. Ram as Chief
      Operating Officer and Chief Marketing Officer. On March 30, 2007 Mr. Ram
      resigned as Chief Operating Officer and Chief Marketing Officer and was
      appointed President and Chief Executive Officer.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Penny Green served as President and Chief Executive
      Officer of Sound Revolution from June 4, 2001 to March 14, 2004 and again
      from June 1, 2005 to March 30, 2007. Ms. Green currently serves as Chief
      Financial Officer.                            

22

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Employment Agreements

On June 19, 2006 we entered into a management agreement with
our then Chief Operating Officer and Chief Marketing Officer, Robin Ram which
agreement was amended on March 20, 2007 upon Mr. Rams resignation as COO and
CMO and appointment as Chief Executive Officer and President. The agreement
provides for a one-year term with automatic one-year renewal periods, and can be
terminated on 60 days notice by either party. After one year, this notice period
is increased to 120 days notice. Mr. Rams remuneration will be as follows: for
his first partial quarter (up until September 1, 2006), he will be issued common
stock of the Company valued at $12,000. For the two subsequent quarters, Mr. Ram
will be issued common stock of the Company valued at $15,000. Thereafter, Mr.
Ram will be issued common stock valued at $12,000 per quarter. In addition, in
each quarter, Mr. Ram is entitled to receive options to purchase common stock of
the Company at varying prices. He will be eligible for bonuses subject to his
completion of major milestones.

Compensation of Directors

The following table sets forth compensation awarded to, earned
by or paid to our Directors other than those Directors listed in the above
executive compensation table.

Directors Compensation

DIRECTOR COMPENSATIONName 
        (a)
      Fees 
        Earned 
        or Paid 
        in 
        Cash 
        ($) 
        (b)
      Stock 
        Awards 
        ($) 
        (c)
      Option 
        Awards 
        ($) 
        (d) (2)
      Non-Equity 
        Incentive 
        Plan 
        Compensation 
        ($) 
        (e)
      Non-Qualified 
        Deferred 
        Compensation 
        Earnings 
        ($) 
        (f)
      All 
        Other 
        Compensation 
        ($) 
        (g)
      Total 
        ($) 
        (j)A 
        Susanne 
        Milka (1)
      
      1,974
      
      
      
      
      1,974B 
        Garry 
        Newman 
        (2)
      7,032
      
      $38,200
      
      
      
      45,231CDE


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(1) Reflects a discretionary payment to Suzanne Milka for her
services as director and the sole member of our audit committee annually. We are
currently in negotiation with Ms. Milka regarding her compensation for her
services for the next 12 months.

(2) On October 22, 2006 we entered into a director agreement
with Garry Newman regarding his services as director. Pursuant to the agreement
Mr. Newman will receive monthly fees of $1,900 and each fiscal quarter,
beginning September 1, 2006, options to purchase 50,000 shares of the Company's
common stock within two years of the option grant or 90 days from the date Mr.
Newman cease to act as Director of the company.

Other than Susanne Milka and Garry Newman, no director received
compensation for their services as director during the fiscal year ended
February 28, 2007. 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 May 31, 2007, 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.

Name and Address of Beneficial
      Owner
    Amount and Nature of Beneficial
      Ownership (1)
    Percentage of Class (2)Penny Green (3)
    7,708,264
    72.45%Robin Ram (4)
    139,200
    1.3%Directors and Executive Officers as a Group
    7,847,464
    73.76%Heather Remillard
    940,000
    8.83%


(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.

24

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(2) Based on 10,638,846 shares of common stock issued and
outstanding as of May 41, 2007.

(3) Represents shares held by Penny Green and Bacchus
Entertainment Ltd., a company wholly owned by Penny Green. Penny Green is
Director, Chairman and Chief Financial Officer of Sound Revolution.

(4) Robin Ram is Director, Chief Executive Officer and
President 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.

During the year ended February 28, 2007 and February 28, 2006,
the Penny Green, a Director and the current Chairman and Chief Financial Officer
of Sound Revolution , together with Bacchus Entertainment Ltd., a company wholly
owned by Penny Green, advanced funds to Sound Revolution for working capital
purposes. Total note payable due to Ms. Green and Bacchus Entertainment Ltd.
amounted $224,758 and $40,786 at February 28, 2007 and February 28, 2006,
respectively. The note payable is unsecured, bears interest at 10% per annum and
has no specific terms of repayments.

25

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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  | Consultant Agreement
        with Robert Lanni dated October 2, 2006 (incorporated by reference as
        Exhibit Number 10.2 of our Report on Form 8-K filed October 11, 2006.                                             
|      |                                                                                                                                                                                                                              
|10.2  | Agency and Promotion
        Agreement with War Child Canada dated October 6, 2006 (incorporated by
        reference as Exhibit Number 10.1 of our Report on Form 8-K filed October
        11, 2006.                       
|      |                                                                                                                                                                                                                              
|10.3  | Agency and Promotion
        Agreement with the Canadian Red Cross dated September 22, 2006 (incorporated
        by reference as Exhibit Number 10.1 of our Report on Form 8-K filed September
        28, 2006.            
|      |                                                                                                                                                                                                                              
|10.4  | Wholesale Digital
        Dowload and Master Tone Agreement with CD Baby, Inc. dated September 25,
        2006 (incorporated by reference as Exhibit Number 10.1 of our Report on
        Form 8-K filed September 28, 2006.
|      |                                                                                                                                                                                                                              
|10.5  | Management Agreement
        with Robin Ram dated June 19, 2006 (incorporated by reference as Exhibit
        Number 10.1 of our Report on Form 8-K filed June 26, 2006)                                                     
|      |                                                                                                                                                                                                                              
|10.6  | Webservice
        Agreement with Puretracks Inc. dated December 7, 2007.                                                                                                                                                    
|      |                                                                                                                                                                                                                              
|10.7  | 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).                             
|      |                                                                                                                                                                                                                              
|10.8  | Amendment to
        Loan Agreement with Bacchus Entertainment Ltd. dated November 30, 2005
        (incorporated by reference as Exhibit Number 10.2 of our Report on Form
        10-QSB filed January 14, 2005).          
|      |                                                                                                                                                                                                                              
|10.9  | Amendment
        to Loan Agreement with Bacchus Entertainment dated January 1, 2007.                                                                                                                                        
|      |                                                                                                                                                                                                                              
|10.10 | 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)                                           
|      |                                                                                                                                                                                                                              
|10.11 | 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 pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                           

26

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|31.2 | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley
        Act of 2002                                               
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                  
|(32) | Certifications                                                                                                                                                   
|     |                                                                                                                                                                  
|32.1 | Certification
        of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     |                                                                                                                                                                  
|32.2 | Certification
        of Chief Financial Officer pursuant to 10 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes Oxley Act of 2002

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, | 
|                   |   | **2007 (1)** | 
|Audit Related Fees | $ | N/A          | 
|Tax Fees           |   | 0            | 
|All Other Fees     |   | 0            | 
|Total              |   | 0            | 

(1) estimated.

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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, Chairman, Secretary, Chief Financial Officer and Director

Date: June 11, 2007

/s/ Robin
Ram
President, Chief Executive Officer and Director

Date: June 11, 2007



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