---

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 November 30, 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                        | **N/A**                   
|------------------------------- | --------------------------
|(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, as of the latest practicable date:

As of January 20, 2006, 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    | 7                                                              
|                               |                                                                
|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                     | 9                                                              

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 
  November 30, 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 Nine Months Ended November 30, 2005 and 2004, and 
  for the Period from June 4, 2001 (Date of Inception) to November 30, 2005 
  (Unaudited) 
  (U.S. Dollars)

Three Months Ended
      
      
      Nine Months Ended
      
      
      CumulativeDuring theNovember
      
      
      November
      
      
      November
      
      
      November
      
      
      Development30,
        2005
      
      
      30,
        2004
      
      
      30,
        2005
      
      
      30,
        2004
      
      
      StageSales
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      4,117Cost of sales
      
      
      
      
      
      
      
      
      
      
      
      
      
      4,169Gross margin
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (52
      )ExpensesMarketing
      
      
      
      
      119
      
      
      269
      
      
      779
      
      
      8,143Professional fees
      
      7,719
      
      
      9,189
      
      
      41,896
      
      
      25,094
      
      
      72,118Research and development
      
      
      
      
      146
      
      
      
      
      
      3,046
      
      
      2,990General and administrative
      
      1,964
      
      
      2,418
      
      
      12,312
      
      
      6,366
      
      
      26,440Interest expense
      
      1,025
      
      
      566
      
      
      2,385
      
      
      566
      
      
      4,047Total expenses
      
      10,708
      
      
      12,438
      
      
      56,862
      
      
      35,851
      
      
      113,738Net loss
      $
      (10,708
      )
      $
      (12,438
      )
      $
      (56,862
      )
      $
      (35,851
      )
      $
      (113,790
      )Net loss per common share (basic andfully diluted)
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.01
      )
      $
      (0.00
      )Weighted average number of commonshare outstanding (basic
        and fullydiluted)
      
      10,353,161
      
      
      10,269,814
      
      
      10,314,888
      
      
      10,133,061


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 Nine Months Ended November 30, 2005 and 2004, and 
  for the Period from June 4, 2001 (Date of Inception) to November 30, 2005 
  (Unaudited) 
  (U.S. Dollars)

Three Months Ended
      
      
      Nine Months Ended
      
      
      CumulativeDuring theNovember
      
      
      November
      
      
      November
      
      
      November
      
      
      Development30,
        2005
      
      
      30,
        2004
      
      
      30,
        2005
      
      
      30,
        2004
      
      
      StageNet loss
      $
      (10,708
      )
      $
      (12,438
      )
      $
      (56,862
      )
      $
      (35,851
      )
      $
      (113,790
      )Other comprehensive income (loss)Foreign currency translation adjustment
      
      (498
      )
      
      567
      
      
      (347
      )
      
      664
      
      
      8Comprehensive loss
      $
      (11,206
      )
      $
      (11,871
      )
      $
      (57,209
      )
      $
      (35,187
      )
      $
      (113,782
      )


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 November 30, 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                              |  |              |  |   |         |  |   |             |  |   |             |   |   | (347       | ) |   | (347    | )
|Net loss for the period                             |  |              |  |   |         |  |   |             |  |   | (56,862     | ) |   |            |   |   | (56,862 | )
|Balances, November 30, 2005                         |  | 10,353,161   |  | $ | 1,035   |  | $ | 85,491      |  | $ | (113,790    | ) | $ | 8          |   | $ | (27,256 | )

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 Nine Months Ended November 30, 2005 and 2004, and 
  for the Period from June 4, 2001 (Date of Inception) to November 30, 2005 
  (Unaudited) 
  (U.S. Dollars)

|                                                      |   |                   |   |   |                   |   |   | Cumulative  |  
|----------------------------------------------------- | - | ----------------- | - | - | ----------------- | - | - | ----------- | -
|                                                      |   | Nine Months       |   |   | Nine Months       |   |   | During the  |  
|                                                      |   | Ended             |   |   | Ended             |   |   | Development |  
|                                                      |   | November 30, 2005 |   |   | November 30, 2004 |   |   | Stage       |  
|                                                      |   |                   |   |   |                   |   |   |             |  
|Cash Flows from Operating Activities                  |   |                   |   |   |                   |   |   |             |  
|Net loss for period                                   | $ | (56,862           | ) | $ | (35,851           | ) | $ | (113,790    | )
|Depreciation expense                                  |   | 92                |   |   | 116               |   |   | 235         |  
|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                    |   | (2,409            | ) |   |                   |   |   | (5,482      | )
|Increase in other current assets                      |   |                   |   |   | (168              | ) |   |             |  
|Increase in
      accounts payable and accrued        |   |                   |   |   |                   |   |   |             |  
|expenses                                              |   | 1,045             |   |   | 8,739             |   |   | 1,045       |  
|Increase in
      accrued interest due to stockholder |   | 2,385             |   |   | 601               |   |   | 2,965       |  
|                                                      |   |                   |   |   |                   |   |   |             |  
|Net cash used in operating                            |   |                   |   |   |                   |   |   |             |  
|activities                                            |   | (30,745           | ) |   | (23,663           | ) |   | (87,123     | )
|                                                      |   |                   |   |   |                   |   |   |             |  
|Cash Flows from Investing Activities                  |   |                   |   |   |                   |   |   |             |  
|Purchase of music rights                              |   |                   |   |   |                   |   |   | (298        | )
|Purchase of office equipment                          |   |                   |   |   | (1,857            | ) |   | (1,796      | )
|Purchase of web site development costs                |   | (4,163            | ) |   |                   |   |   | (4,163      | )
|                                                      |   |                   |   |   |                   |   |   |             |  
|Net cash used in investing activities                 |   | (4,163            | ) |   | (1,857            | ) |   | (6,257      | )
|                                                      |   |                   |   |   |                   |   |   |             |  
|Cash Flows from Financing Activities                  |   |                   |   |   |                   |   |   |             |  
|Issuance of common stock
      for cash               |   |                   |   |   | 49,721            |   |   | 58,622      |  
|Net borrowing from stockholder                        |   | 17,401            |   |   | 17,713            |   |   | 40,073      |  
|Net cash provided
      by financing                  |   |                   |   |   |                   |   |   |             |  
|activities                                            |   | 17,401            |   |   | 67,434            |   |   | 98,695      |  
|                                                      |   |                   |   |   |                   |   |   |             |  
|Foreign exchange effect on cash                       |   | (338              | ) |   | 634               |   |   | (3          | )
|                                                      |   |                   |   |   |                   |   |   |             |  
|Net increase (decrease) in cash                       |   | (17,845           | ) |   | 42,548            |   |   | 5,312       |  
|                                                      |   |                   |   |   |                   |   |   |             |  
|Cash, beginning of period                             |   | 23,157            |   |   | 79                |   |   |             |  
|                                                      |   |                   |   |   |                   |   |   |             |  
|Cash, end of period                                   | $ | 5,312             |   | $ | 42,627            |   | $ | 5,312       |  
|                                                      |   |                   |   |   |                   |   |   |             |  
|Supplemental Cash Flow Information                    |   |                   |   |   |                   |   |   |             |  
|Cash paid for interest                                | $ | -                 |   | $ | -                 |   | $ | 1,082       |  
|                                                      |   |                   |   |   |                   |   |   |             |  
|Cash paid for income tax                              | $ | -                 |   | $ | -                 |   | $ | -           |  

See Notes to Consolidated Financial Statements

F-5

---

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 $113,790 at November 30, 2005, and has used cash of $87,123
  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 ($40,073 has
  been drawn through November 30, 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

---

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's management, 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

---

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 in early 2006. 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
Summer 2006.

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. At this time Sound Revolution does not intend to continue
with its plans to spin off Charity Tunes in the near future.

Additional Financing

In order to improve Sound Revolution's liquidity, Sound
Revolution is currently pursuing additional equity financing through discussion
with investment bankers and private investors. There can be no assurance Sound
Revolution will be successful in its efforts to secure additional equity
financing. If Sound Revolution is unable to raise equity or obtain alternative
financing, Sound Revolution may not be able to continue operations with respect
to the continued development 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. 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 nine month period
  ended November 30, 2005 and no revenues for the nine month period ended November
  30, 2004. Sound Revolution recorded $4,117 in revenues from inception (June
  4, 2001) through November 30, 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,

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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 November 30, 2005, we had working capital of $1,170. 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 nine months ended November 30, 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.

As a result of Sound Revolution's operating loss of $113,790
from our inception on June 4, 2001 through November 30, 2005, Sound Revolution
generated a deficit accumulated during the development stage of $113,790. Sound
Revolution met its cash requirements during this period through the receipt of
$40,073 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 September 30, 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 November 30, 2005, the total amount of monies owed by Sound Revolution
to Bacchus as of November 30, 2005 was $40,073.

Our losses for the nine month period ended November 30, 2005
were $56,862. Our losses were incurred at a rate of approximately $6,318 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 November 30, 2005, we had cash of $5,312, 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. We are currently seeking 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 November 30, 2005, we still
  have approximately $30,000 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.

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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 September 30, 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.

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 January 18, 2006.

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 January 18, 2006, Sound Revolution has no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

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

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
November 30, 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 November 30, 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.                                                                                                                                              

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.

None.

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Item 5. Other Information.

None.

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 Gravite 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).             
|     |                                                                                                                                                                                                      
|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: January 23, 2006 | SOUND REVOLUTION INC.
|---------------------- | ---------------------
|                       | (Registrant)         
|                       |                      
|                       | By:                  
|                       |                      
|                       |                      
|                       |                      
|                       |                      

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