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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

x QUARTERLY REPORT
  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2005

 ̈ TRANSITION REPORT
  UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from _________ to _________

Commission File Number: 333 - 118398

SOUND REVOLUTION INC.(Name
of Small Business Issuer in its charter)

|Delaware                        | ___________               
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|incorporation or organization)  |                           

345 West 11thAvenue, Unit 4, Vancouver, British Columbia, Canada V5Y 1T3(Address
of principal executive offices)

(604) 780-3914Issuers telephone number

________________________________________________________________Former
name, former address, and former fiscal year, if changed since last report

Check whether the registrant (1) filed all reports required to
  be filed by sections 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  ̈

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required
  to be filed by Section 12, 13 or 15(d) 
  of the Exchange Act after the distribution of securities under a plan confirmed
  by a court. 
  YES  ̈ NO  ̈
  N/A

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, anding oe latest practicable date:

As of October 12, 2005, the registrants outstanding common
stock consisted of 10,353,161 shares.

Transitional Small Business Disclosure Format (Check one): YES
   ̈ NO x

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Table of Contents

|PART I - FINANCIAL INFORMATION | 3                                                              
|------------------------------ | ---------------------------------------------------------------
|                               |                                                                
|Item 1                         | Financial Statements                                           
|                               |                                                                
|Item 2                         | Management's Discussion and Analysis
      or Plan of Operation
|                               |                                                                
|Item 3                         | Controls and Procedures                                        
|                               |                                                                
|Part II - OTHER INFORMATION    | 10                                                             
|                               |                                                                
|Item 1                         | Legal Proceedings                                              
|                               |                                                                
|Item 2                         | Changes in Securities and Use
      of Proceeds                
|                               |                                                                
|Item 3                         | Defaults Upon Senior Securities                                
|                               |                                                                
|Item 4                         | Submission of Matters to a Vote
      of Securities Holders    
|                               |                                                                
|Item 5                         | Other Information                                              
|                               |                                                                
|Item 6                         | Exhibits and Reports on Form
      8-K                         
|                               |                                                                
|                               | Signatures                                                     

2

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PART I - FINANCIAL INFORMATION

Safe Harbor Statement

Certain statements in this filing that relate to financial
results, projections, future plans, events, or performance are forward-looking
statements and involve significant risks and uncertainties, including, but not
limited to, the following: competition, promotional costs, and risk of declining
revenues. Sound Revolution Inc.s actual results could differ materially from
those anticipated in such forward-looking statements as a result of a number of
factors. These forward-looking statements are made as of the date of this
filing, and the company assumes no obligation to update such forward-looking
statements. The following discusses our financial condition and results of
operations based upon our consolidated financial statements which have been
prepared in conformity with accounting principles generally accepted in the
United States of America. It should be read in conjunction with our financial
statements and the notes thereto included elsewhere herein. Unless otherwise
noted, all dollar references herein are in US dollars.

Item 1. Financial Statements.

3

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SOUND REVOLUTION, INC. AND SUBSIDIARIES(A Development Stage Company)

CONSOLIDATED BALANCE SHEET 
  August 31, 2005 
  (Unaudited) 
  (U.S. Dollars)

|ASSETS                                                     |  
|---------------------------------------------------------- | -
|Current Assets                                             |  
|Cash                                                       | $
|Prepaid expenses                                           |  
|Total current assets                                       |  
|Office Equipment, net                                      |  
|Web Site Development Costs                                 |  
|Music Rights                                               |  
|                                                           | $
|                                                           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)       |  
|Current Liabilities                                        |  
|Accounts payable and accrued
      expenses                | $
|Note payable to stockholder, current portion               |  
|Accrued interest due to
      stockholder                  |  
|Total current liabilities                                  |  
|Note Payable to Stockholder, less current portion          |  
|Stockholders' Equity (Deficit)                             |  
|Common stock, $.0001 par
      value, 80,000,000 shares    |  
|authorized; 10,353,161
      shares issued and outstanding |  
|Additional paid-in capital                                 |  
|Deficit accumulated during the development
      stage     |  
|Accumulated other comprehensive
      income               |  
|                                                           |  
|                                                           | $

See Notes to Consolidated Financial Statements
  F-1

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SOUND REVOLUTION, INC. AND SUBSIDIARIES(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS 
  For the Three and Six Months Ended August 31, 2005 and 2004, and 
  for the Period from June 4, 2001 (Date of Inception) to August 31, 2005
  (Unaudited) 
  (U.S. Dollars)

|                           |   | Three Months Ended |   |   | Six Months Ended |   |   | Cumulative |  
|-------------------------- | - | ------------------ | - | - | ---------------- | - | - | ---------- | -
|                           |   |                    |   |   |                  |   |   |            |  
|                           |   | August 31,         |   |   | August 31,       |   |   | August 31, |  
|                           |   | 2005               |   |   | 2004             |   |   | 2005       |  
|                           |   |                    |   |   |                  |   |   |            |  
|Sales                      | $ | -                  |   | $ | -                |   | $ | -          |  
|Cost of sales              |   |                    |   |   |                  |   |   |            |  
|                           |   |                    |   |   |                  |   |   |            |  
|Gross margin               |   | -                  |   |   | -                |   |   | -          |  
|                           |   |                    |   |   |                  |   |   |            |  
|Expenses                   |   |                    |   |   |                  |   |   |            |  
|Marketing                  |   | 180                |   |   | 468              |   |   | 269        |  
|Professional fees          |   | 27,828             |   |   | 9,991            |   |   | 34,176     |  
|Research and development   |   |                    |   |   | 2,900            |   |   |            |  
|General and administrative |   | 5,312              |   |   | 2,816            |   |   | 10,348     |  
|Interest expense           |   | 771                |   |   |                  |   |   | 1,360      |  
|                           |   |                    |   |   |                  |   |   |            |  
|Total expenses             |   | 34,091             |   |   | 16,175           |   |   | 46,153     |  
|                           |   |                    |   |   |                  |   |   |            |  
|Net loss                   | $ | (34,091            | ) | $ | (16,175          | ) | $ | (46,153    | )
|                           |   |                    |   |   |                  |   |   |            |  
|Net loss per common share  |   |                    |   |   |                  |   |   |            |  
|(basic and fully diluted)  | $ | (0.00              | ) | $ | (0.00            | ) | $ | (0.00      | )
|                           |   |                    |   |   |                  |   |   |            |  
|Weighted average number of |   |                    |   |   |                  |   |   |            |  
|common shares outstanding  |   |                    |   |   |                  |   |   |            |  
|(basic and fully diluted)  |   | 10,322,105         |   |   | 10,123,856       |   |   | 10,295,960 |  

See Notes to Consolidated Financial Statements
  F-2

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SOUND REVOLUTION, INC. AND SUBSIDIARIES(A Development Stage Company)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
  For the Three and Six Months Ended August 31, 2005 and 2004, and 
  for the Period from June 4, 2001 (Date of Inception) to August 31, 2005
  (Unaudited) 
  (U.S. Dollars)

|                                              |   | Three Months Ended |   |   | Six Months Ended |   |   | Cumulative |  
|--------------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ---------- | -
|                                              |   |                    |   |   |                  |   |   |            |  
|                                              |   | August 31,         |   |   | August 31,       |   |   | August 31, |  
|                                              |   | 2005               |   |   | 2004             |   |   | 2005       |  
|                                              |   |                    |   |   |                  |   |   |            |  
|Net loss                                      | $ | (34,091            | ) | $ | (16,175          | ) | $ | (46,153    | )
|                                              |   |                    |   |   |                  |   |   |            |  
|Other comprehensive income (loss)             |   |                    |   |   |                  |   |   |            |  
|Foreign currency translation
      adjustment |   | 202                |   |   | (65              | ) |   | 151        |  
|                                              |   |                    |   |   |                  |   |   |            |  
|Comprehensive loss                            | $ | (33,889            | ) | $ | (16,240          | ) | $ | (46,002    | )

See Notes to Consolidated Financial Statements
  F-3

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SOUND REVOLUTION, INC. AND SUBSIDIARIES(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT 
  For the Periods from June 4, 2001 (Date of Inception) to August 31, 2005
  (Unaudited) 
  (U.S. Dollars)

|                                                    |  |              |  |   |         |  |   |             |  |   | Deficit     |   |   |            |   |   |         |  
|--------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | ---------- | - | - | ------- | -
|                                                    |  |              |  |   |         |  |   |             |  |   | Accumulated |   |   | Foreign    |   |   |         |  
|                                                    |  |              |  |   |         |  |   | Additional  |  |   | During the  |   |   | Currency   |   |   |         |  
|                                                    |  | Common Stock |  |   | Paid-in |  |   | Development |  |   | Translation |   |   |            |  
|                                                    |  | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage       |   |   | Adjustment |   |   | Total   |  
|Issuance of common stock for cash:                  |  |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|June 15, 2001                                       |  | 8,000,000    |  | $ | 800     |  | $ | -           |  | $ | -           |   | $ | -          |   | $ | 800     |  
|June 27, 2001                                       |  | 2,000,000    |  |   | 200     |  |   | 7,054       |  |   |             |   |   |            |   |   | 7,254   |  
|August 31, 2001                                     |  | 7,000        |  |   | 1       |  |   | 904         |  |   |             |   |   |            |   |   | 905     |  
|Translation adjustment                              |  |              |  |   |         |  |   |             |  |   |             |   |   | (659       | ) |   | (659    | )
|Net loss for period                                 |  |              |  |   |         |  |   |             |  |   | (8,692      | ) |   |            |   |   | (8,692  | )
|Balances, February 28, 2002                         |  | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (8,692      | ) |   | (659       | ) |   | (392    | )
|Translation adjustment                              |  |              |  |   |         |  |   |             |  |   |             |   |   | (137       | ) |   | (137    | )
|Net loss for year                                   |  |              |  |   |         |  |   |             |  |   | (2,636      | ) |   |            |   |   | (2,636  | )
|Balances, February 28, 2003                         |  | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (11,328     | ) |   | (796       | ) |   | (3,165  | )
|Translation adjustment                              |  |              |  |   |         |  |   |             |  |   |             |   |   | (437       | ) |   | (437    | )
|Net loss for year                                   |  |              |  |   |         |  |   |             |  |   | (1,632      | ) |   |            |   |   | (1,632  | )
|Balances, February 29, 2004                         |  | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (12,960     | ) |   | (1,233     | ) |   | (5,234  | )
|Issuance of common stock for cash:                  |  |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   | -       |  
|July 2004                                           |  | 248,314      |  |   | 25      |  |   | 49,638      |  |   |             |   |   |            |   |   | 49,663  |  
|Issuance of common stock for professional services: |  |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   | -       |  
|July 2004                                           |  | 14,500       |  |   | 1       |  |   | 2,899       |  |   |             |   |   |            |   |   | 2,900   |  
|Translation adjustment                              |  |              |  |   |         |  |   |             |  |   |             |   |   | 1,588      |   |   | 1,588   |  
|Net loss for year                                   |  |              |  |   |         |  |   |             |  |   | (43,968     | ) |   |            |   |   | (43,968 | )
|Balances, February 28, 2005                         |  | 10,269,814   |  |   | 1,027   |  |   | 60,495      |  |   | (56,928     | ) |   | 355        |   |   | 4,949   |  
|Issuance of common stock for professional services: |  |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|July 2005                                           |  | 83,347       |  |   | 8       |  |   | 24,996      |  |   |             |   |   |            |   |   | 25,004  |  
|Translation adjustment                              |  |              |  |   |         |  |   |             |  |   |             |   |   | 151        |   |   | 151     |  
|Net loss for the period                             |  |              |  |   |         |  |   |             |  |   | (46,153     | ) |   |            |   |   | (46,153 | )
|Balances, August 31, 2005                           |  | 10,353,161   |  | $ | 1,035   |  | $ | 85,491      |  | $ | (103,081    | ) | $ | 506        |   | $ | (16,049 | )

See Notes to Consolidated Financial Statements
  F-4

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SOUND REVOLUTION, INC. AND SUBSIDIARIES(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS 
  For the Six Months Ended August 31, 2005 and 2004, and 
  for the Period from June 4, 2001 (Date of Inception) to August 31, 2005 
  (Unaudited) 
  (U.S. Dollars)

|                                                         |   |                 |   |   |                 |   |   | Cumulative  |  
|-------------------------------------------------------- | - | --------------- | - | - | --------------- | - | - | ----------- | -
|                                                         |   | Six Months      |   |   | Six Months      |   |   | During the  |  
|                                                         |   | Ended           |   |   | Ended           |   |   | Development |  
|                                                         |   | August 31, 2005 |   |   | August 31, 2004 |   |   | Stage       |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Cash Flows from Operating Activities                     |   |                 |   |   |                 |   |   |             |  
|Net loss for period                                      | $ | (46,153         | ) | $ | (23,413         | ) | $ | (103,081    | )
|Depreciation expense                                     |   | 61              |   |   | 28              |   |   | 204         |  
|Issuance of common stock for professional
      services |   | 25,004          |   |   | 2,900           |   |   | 27,904      |  
|Adjustment to reconcile
      net loss for period        |   |                 |   |   |                 |   |   |             |  
|to net cash
      used in operating activities           |   |                 |   |   |                 |   |   |             |  
|Increase in prepaid expenses                             |   | (5,420          | ) |   |                 |   |   | (8,493      | )
|Increase in
      other current assets                   |   |                 |   |   | (152            | ) |   |             |  
|Increase in accounts payable and accrued expenses        |   | 1,026           |   |   | 3,951           |   |   | 1,026       |  
|Increase in
      accrued interest due to stockholder    |   | 1,360           |   |   |                 |   |   | 1,940       |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Net cash used in operating                               |   |                 |   |   |                 |   |   |             |  
|activities                                               |   | (24,122         | ) |   | (16,686         | ) |   | (80,500     | )
|                                                         |   |                 |   |   |                 |   |   |             |  
|Cash Flows from Investing Activities                     |   |                 |   |   |                 |   |   |             |  
|Purchase of music rights                                 |   |                 |   |   |                 |   |   | (298        | )
|Purchase of office equipment                             |   |                 |   |   | (1,679          | ) |   | (1,796      | )
|Purchase of web site development costs                   |   | (4,163          | ) |   |                 |   |   | (4,163      | )
|                                                         |   |                 |   |   |                 |   |   |             |  
|Net cash used in investing activities                    |   | (4,163          | ) |   | (1,679          | ) |   | (6,257      | )
|                                                         |   |                 |   |   |                 |   |   |             |  
|Cash Flows from Financing Activities                     |   |                 |   |   |                 |   |   |             |  
|Issuance of common stock
      for cash                  |   |                 |   |   | 49,721          |   |   | 58,622      |  
|Net borrowing from stockholder                           |   | 9,385           |   |   | 15,629          |   |   | 32,057      |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Net cash provided by financing
      activities          |   | 9,385           |   |   | 65,350          |   |   | 90,679      |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Foreign exchange effect on cash                          |   | 132             |   |   | 91              |   |   | 467         |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Net increase (decrease) in cash                          |   | (18,768         | ) |   | 47,076          |   |   | 4,389       |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Cash, beginning of period                                |   | 23,157          |   |   | 79              |   |   | -           |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Cash, end of period                                      | $ | 4,389           |   | $ | 47,155          |   | $ | 4,389       |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Supplemental Cash Flow Information                       |   |                 |   |   |                 |   |   |             |  
|Cash paid for interest                                   | $ | -               |   | $ | -               |   | $ | 1,082       |  
|Cash paid for income tax                                 | $ | -               |   | $ | -               |   | $ | -           |  

See Notes to Consolidated Financial Statements
  F-5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 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. 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. The Company has a wholly-owned
  subsidiary, 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. Additionally, in June 2005 the Company incorporated
  Charity Tunes, Inc. as a wholly-owned subsidiary 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 and include the accounts of the Company and its wholly-owned
  subsidiaries, Sound Revolution Recordings, Inc. and Charity Tunes, Inc. All
  intercompany 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 generated significant revenues from its intended business
  activities. The Company has incurred losses since inception resulting in an
  accumulated deficit of $103,081 at August 31, 2005, and has used cash of $80,500
  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.

The Company expects that its cash requirements over the next
  12 months will not exceed $605,000. A company controlled by the Company's majority
  stockholder and CEO has agreed to loan the Company up to $70,000 ($32,057 has
  been drawn through August 31, 2005) to meet some of its capital requirements
  for that period. To meet the balance of its capital requirements, and for working
  capital beyond 12 months, the Company plans to generate cash from the sale of
  stock to the public and to existing stockholders. When possible, the Company
  plans to issue stock for professional services it may require.

The accompanying consolidated 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.

F-6

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Software and Web Site Development Costs

The costs of computer software developed or obtained for internal
  use, during the preliminary project phase, as defined under Statement of Position
  98-1 "Accounting for the Costs of Computer Software Developed or Obtained for
  Internal Use," will be expensed as incurred. The costs of web site development,
  during the planning stage, as defined under Emerging Issues Task Force No. 00-2
  "Accounting for Web Site Development Costs," will also be expensed as incurred.

Computer software and web site development costs incurred during
  the application and infrastructure development stage, including external direct
  costs of materials and services consumed in developing the software, creating
  graphics and web site content, payroll, and interest costs, will be capitalized
  and amortized over the estimated useful life, beginning when the software is
  ready for use and after all substantial testing is completed and the web site
  is operational.

The Company has incurred $4,163 in software and web site development
  costs to date that have been capitalized. Because the web site is not yet operational,
  no estimated useful life has been determined and these costs are not being amortized
  as of yet.

Costs to be incurred when the web site and related software are
  in the operating stage will be expensed as incurred.

Interim Period Consolidated Financial Statements

The interim period consolidated financial statements have been
  prepared by the Company pursuant to the rules and regulations of the U.S. Securities
  and Exchange Commission (the "SEC"). Certain information and footnote disclosure
  normally included in consolidated financial statements prepared in accordance
  with accounting principles generally accepted in the United States have been
  condensed or omitted pursuant to such SEC rules and regulations. The interim
  period consolidated financial statements should be read together with the audited
  consolidated financial statements and accompanying notes included in the Company's
  audited consolidated financial statements for the period ended February 28,
  2005. In the opinion of the Company, the unaudited consolidated financial statements
  contained herein contain all adjustments (consisting of a normal recurring nature)
  necessary to present a fair statement of the results of the interim periods
  presented.

Note 2. Related Party Transactions

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

F-7

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Item 2. Managements Discussion and Analysis or Plan of
Operation

Overview

Sound Revolution Inc. (Sound Revolution) is a development
stage company and our efforts have been principally devoted to developing a
website through which we intend to sell digital music downloads.

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

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

Charity Tunes

Sound Revolution is currently developing its website
charitytunes.com through several third party contractors, and our plan is to
have the site completed before the end of 2005. We have acquired the rights to
sell a catalogue of over 6,000 songs in various genres, and we intend to
continue entering into agreements with music rights owners to distribute their
songs online. One of the features we are building into our website
charitytunes.com, is an automated feature that allows musicians to agree to our
digital distribution agreement and upload their music to us via the Internet. We
still need to enter into agreements for the participation of charities for our
business plan to work. Our plans are to have our website www.charitytunes.com
fully functioning with a good selection of digital music for sale and the
participation of several charities to assist us in marketing the website by the
end of 2005.

We have incorporated a Delaware company, Charity Tunes Inc.
(Charity Tunes), as a wholly owned subsidiary. We have transferred our assets
related to charitytunes.com into Charity Tunes. On July 21, 2005 our Board
approved a resolution to spin off Charity Tunes through a dividend declaration
to our shareholders, and the proposal was approved by a majority vote of our
shareholders. Although the spin off was planned to occur on August 15, 2005, our
Board delayed the spin off to allow Sound Revolution more time to evaluate
financing options. Sound Revolution plans to review, in several months, whether
to delay the spin off further. If the spin off occurs, the operations of Charity
Tunes would no longer be part of our company.

4

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Additional Financing

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

Acquisitions

Sound Revolution is also actively seeking acquisitions of
businesses that will add value to Sound Revolution or Charity Tunes . In August,
2005, we entered into a non-binding letter of intent to acquire Old Charter
Salvage, Inc., but negotiations never resulted in a definitive agreement and
were abandoned in September, 2005. We are currently reviewing several businesses
to determine whether their assets and business will add value to our company and
be an appropriate acquisition. 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.

Revenues

Sound Revolution recorded no revenues for the six month period
ended August 31, 2005 and no revenues for the six month period ended August 31,
2004. Sound Revolution recorded $4,117 in revenues from inception (June 4, 2001)
through August 31, 2005. These revenues were generated from ticket sales to an
event called SHOW! which Sound Revolution co-produced and which featured visual
artists and live musical performances. Tickets to SHOW! were sold at a price of
approximately $11 each prior to the event and for approximately $15 each at the
door. At the time the event, SHOW!, took place, Sound Revolution had
contemplated that it would produce live events on a regular basis in order to
promote musicians that Sound Revolution was doing business with. Since then,
management has decided to focus Sound Revolution's efforts on building our music
download website, www.charitytunes.com and on seeking acquisitions that will add
value to Sound Revolution. We therefore do not expect to generate significant
revenues from ticket sales for live events in the future. We anticipate that we
will begin generating revenues in 2006 through the sale of digital music
downloads via our website charitytunes.com.

Liquidity and Capital Resources

As of August 31, 2005, we had working capital of $5,867. We
intend to continue to make financial investments in marketing, digital music
rights acquisitions, technology and website development. Sound Revolution
expects to incur substantial losses over the next year.

We have been contacting charities and other companies to build
marketing alliances. Also, we have been searching for acquisitions to increase
the value of Sound Revolution. We registered 5,000,000 shares on an S-8 plan and
during the six months ended August 31, 2005 we issued to various consultants a
total of 83,347 shares for payment of $25,004 worth of services in the areas of
web development, financial advice and business development.

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As a result of Sound Revolution's operating loss of $103,081
from our inception on June 4, 2001 through August 31, 2005, Sound Revolution
generated a deficit accumulated during the development stage of $103,081. Sound
Revolution met its cash requirements during this period through the receipt of
$32,057 of cash advanced by Bacchus Entertainment, a company owned by Penny
Green, Sound Revolution's President, as well as $58,622 received in exchange for
the sales of Sound Revolution's common stock in private placements. Since
inception, Sound Revolution has issued $27,904 worth of stock for services in
the areas of research, business development, financial advice, graphic design
and software programming.

On August 31, 2004, Penny Green, Sound Revolution and Bacchus
  entered into an agreement, whereby the parties agreed that the net amount of
  monies borrowed by Sound Revolution from Penny Green and Bacchus would all convert
  to a loan owed by Sound Revolution to Bacchus and that Bacchus would make further
  loans to Sound Revolution from time to time as requested by Sound Revolution
  up to an aggregate amount of $70,000, so long as the request was made prior
  to August 31, 2006. It was also agreed that interest would accrue on any outstanding
  balance at an annual rate of 10% beginning on September 1, 2004. Pursuant to
  the monies received by Sound Revolution and the loan agreement signed on August
  31, 2004, the total amount of monies owed by Sound Revolution to Bacchus as
  of August 31, 2005 was $32,057. Copies of the loan agreement and its addendum
  are included as Exhibits 10.4 and 10.5.

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Our losses for the six month period ended August 31, 2005 were
  $46,153 Our losses were incurred at a rate of approximately $7,700 per month.
  We estimate that our expenses over the next 12 months will be approximately
  $605,000 as follows:

$20,000 for continued development of
  our website charitytunes.com 
  $50,000 in auditor and legal fees 
  $12,000 in director's fees 
  $100,000 general administration expenses 
  $100,000 in marketing fees 
  $100,000 in consulting fees relating to customer service 
  $100,000 in consulting fees relating to promotion and marketing of our website,
  charitytunes.com 
  $100,000 in consulting fees relating to the continued development of charitytunes.com
  through music acquisitions and alliances 
  $23,000 in music acquisition fees for charitytunes.com

As of August 31, 2005, we had cash of $4,389, and we believe
that we need approximately an additional $600,000 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. Once Phase One of our website
charitytunes.com is complete, we intend to seek financing of between $400,000
and $600,000 to complete and launch our products into the market. Bacchus
Entertainment, a company controlled by our President, Penny Green, has agreed to
loan us up to $70,000 to meet our capital requirements. As of August 31, 2005,
we still have approximately $38,000 available to draw down on the loan. We also
intend to seek consultants willing to accept our common stock as partial or full
consideration for services.

Sound Revolution will continue to engage outside contractors
and consultants who are willing to be paid in stock rather than cash. Expenses
incurred which cannot be paid in stock, such as auditors fees, will be paid
through cash. If the cash in our account is insufficient to cover our auditor
fees, we will cover our expenses by accessing loans from Bacchus through our
loan agreement signed on August 31, 2004, or by seeking financing through equity
placements. If Sound Revolution is unable to raise necessary capital to meet its
capital requirements, Sound Revolution may not be able to pay its internet
hosting fees, which may mean Sound Revolution's website and digital music may
never become available to the public, and Sound Revolution may not be able to
pay its auditor which could result in a failure to comply with accounting
disclosure requirements.

As Sound Revolution expands in the future, and once our
products are ready for distribution, Sound Revolution will incur additional
costs for personnel. In order for Sound Revolution to attract and retain quality
personnel, management anticipates it will need to offer competitive salaries,
issue common stock to consultants and employees, and grant Sound Revolution
stock options to future employees. We anticipate that we will need approximately
$200,000 per year beginning in 2006 to pay salaries to employees or consultants
in working in the areas of marketing, sales and accounting.

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The effect of inflation on Sound Revolution's revenue and
operating results was not significant. Sound Revolution's operations are located
primarily in Canada. Sound Revolution's independent certified public accountants
have stated in their report dated May 27, 2005 which was included in our Report
on Form 10-KSB filed on June 15, 2005, that Sound Revolution has incurred
operating losses from its inception, and that Sound Revolution is dependent upon
management's ability to develop profitable operations. These factors among
others may raise substantial doubt about Sound Revolution's ability to continue
as a going concern

There are no legal or practical restrictions on the ability to
transfer funds between parent and subsidiary companies.

We do not have any material commitments for capital
expenditures as of October 12, 2005.

Known Trends or Uncertainties that will have a Material
Impact on Revenues

Sound Revolution, through its wholly owned subsidiary Charity
Tunes (incorporated in June, 2005), intends to continue negotiating with owners
of digital music rights to obtain digital licensing rights to music. We
anticipate that these agreements will require us to make an initial payment to
the digital music rights owner in order to secure the music rights. Further, we
anticipate that these agreements will require us to pay to owners of the music
as much as 50% of our net profits as a royalty on the sale of their songs. Our
goal is to acquire 5,000 songs over the next 12 months. If we are successful in
concluding music licensing agreements for 5,000 songs, we anticipate that the
initial costs to us will be in the range of $2,000 to $20,000.

As of October 14, 2005, Sound Revolution has no off balance
sheet transactions that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources.

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

Related Party Transactions

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

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Item 3. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Sound Revolutions management, with the participation of Sound
Revolutions Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of Sound Revolutions disclosure controls and procedures as of
August 31, 2005. Based on this evaluation, Sound Revolutions Chief Financial
Officer and Chief Executive Officer concluded that Sound Revolutions disclosure
controls and procedures are effective for gathering, analyzing and disclosing
the information Sound Revolution is required to disclose in the reports it files
under the Securities Exchange Act of 1934, within the time periods
specified in the SECs rules and forms. Such evaluation did not identify any
change in Sound Revolutions internal control over financial reporting that
occurred during the quarter ended August 31, 2005 that has materially affected
or is reasonably likely to materially affect Sound Revolutions internal control
over financial reporting. 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.

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.                                                                                                                                          

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated
by any governmental authority or any other party against Sound Revolution. None
of Sound Revolutions directors, officers or affiliates are (i) a party adverse
to Sound Revolution in any legal proceedings, or (ii) have an adverse interest
to Sound Revolution in any legal proceedings. Management is not aware of any
other legal proceedings that have been threatened against Sound Revolution.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

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

On July 21, 2005, shareholders representing 10,000,000 shares
  and 88% of the outstanding and issued shares of Sound Revolution voted in support
  of a resolution approving a proposal to spin off Sound Revolutions wholly
  owned subsidiary, Charity Tunes by declaring a dividend of one common share
  in the stock of Charity Tunes to each share owned in Sound Revolution as of
  the record date, July 22, 2005. The proposed dividends were to be issued on
  August 15, 2005. On August 14, 2005, however Sound Revolutions board resolved
  to postpone the spin off of Charity Tunes and as of October 14, 2005, the declaration
  of dividends had not yet been made. Charity Tunes continues to be a wholly owned
  subsidiary of Sound Revolution. No meeting of the shareholders took place and
  no proxies were solicited in the shareholder vote. Of the 10,000,000 votes of
  approval for the proposal, 8,000,000 were from shares owned by Penny Green,
  President of Sound Revolution and 2,000,000 were from shares owned by Heather
  Remillard, a former President of Sound Revolution.

Item 5. Other Information.

Sound Revolutions wholly owned subsidiary, Charity Tunes,
  has terminated for cause its agreement with Charity Marketing LLC (C Marketing),
  entered into on July 18, 2005, for failure by C Marketing to provide any of
  the services promised to be performed by C Marketing pursuant to the agreement.
  Under the agreement, C Marketing promised to conduct market research regarding
  charitable fundraising in the US, Canada and Europe and to assist Charity Tunes
  in building relationships with charities by introducing Charity Tunes to key
  persons at large charities. Sound Revolution cancelled 1,000,000 shares that
  had been issued as advance payment to C Marketing since the agreement required
  that C Marketing return all consideration if Charity Tunes terminated the agreement
  for cause and if no services had been rendered by C Marketing at the time the
  agreement was terminated.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|10.1 | Agreement between Sound Revolution and Ryan Tunnicliffe
        dated September 15, 2004 (incorporated by reference as Exhibit No. 10.2
        of our Report on Form 10-KSB filed on June 15, 2005) 
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                      
|10.2 | Addendum dated May 1, 2005 to Lease Agreement with
        Ryan Tunnicliffe dated May 14, 2004 (incorporated by reference as Exhibit
        10.2 to our report of Form 10-KSB filed on July 15, 05).
|     |                                                                                                                                                                                                      
|10.3 | Development Agreement with Gravit-e Technologies
        Inc. dated May 3, 2005 (incorporated by reference as Exhibit No. 10.8
        of our Report on Form 10-KSB filed on June 15, 2005)          
|     |                                                                                                                                                                                                      
|10.4 | Loan Agreement between Sound Revolution and Bacchus
        (incorporated by reference as Exhibit No. 10.5 to our SB-2 filed on December
        8, 2004)                                            
|     |                                                                                                                                                                                                      
|10.5 | Addendum to Loan Agreement between Sound Revolution
        and Bacchus (incorporated by reference as Exhibit No. 10.2 to our Report
        on Form 10- QSB filed on January 14, 2005).             
|     |                                                                                                                                                                                                      
|10.6 | Agreement between Charity
        Tunes Inc. and Charity Marketing LLC dated July 18, 2005                                                                                                           
|     |                                                                                                                                                                                                      
|31.1 | Rule 13a-14(a)/15d-14(a)
        Certification of CEO & CFO                                                                                                                                          
|     |                                                                                                                                                                                                      
|32.1 | Section 906 Certification
        of CEO & CFO                                                                                                                                                       

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Date: October 19, 2005 | **SOUND REVOLUTION
      INC.**
|---------------------- | -------------------------------
|                       | (Registrant)                   
|                       |                                
|                       | By:                            
|                       |                                
|                       |                                
|                       |                                
|                       |                                

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