---

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, 2006

[]
  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 October 5, 2006, the registrants outstanding common stock
consisted of 10,513,976 shares.

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

|                 
|-----------------
|                 
|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

---

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

---

Sound Revolution, Inc. 
  (A Development Stage Company)

August 31, 2006

|                                                                | Index    
|--------------------------------------------------------------- | ---------
|                                                                |          
|Consolidated Balance Sheet                                      | F-2      
|Consolidated Statements of Operations                           | F-3      
|Consolidated Statements
      of Comprehensive Income (Loss)    | F-4      
|Consolidated Statements of Stockholders
      Equity (Deficit) | F-5 & F-6
|Consolidated Statements
      of Cash Flows                     | F-7      
|Notes to the Consolidated Financial Statements                  | F-8      

F-1

---

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

|                                                                    |   | Six Months to |  
|------------------------------------------------------------------- | - | ------------- | -
|                                                                    |   | August 31,    |  
|                                                                    |   | 2006          |  
|                                                                    |   |               |  
|ASSETS                                                              |   |               |  
|Current Assets                                                      |   |               |  
|Cash                                                                | $ | 4,519         |  
|Prepaid
      expenses                                              |   | 33,497        |  
|Total Current Assets                                                |   | 38,016        |  
|Property and Equipment, net                                         |   | 14,744        |  
|Web Site Development Costs                                          |   | 8,986         |  
|Music Rights                                                        |   | 357           |  
|Total Assets                                                        | $ | 62,103        |  
|                                                                    |   |               |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                      |   |               |  
|Current Liabilities                                                 |   |               |  
|Accounts payable and accrued expenses                               | $ | 30,221        |  
|Accrued interest due to stockholder                                 |   | 9,621         |  
|Note payable to stockholder, current portion                        |   | 1,000         |  
|Total Current Liabilities                                           |   | 40,842        |  
|Note Payable to Stockholder, less current portion                   |   | 99,458        |  
|Contingencies and Commitments                                       |   |               |  
|Stockholders Equity (Deficit)                                      |   |               |  
|                                                                    |   |               |  
|Common Stock: 80,000,000 shares authorized,
      $0.0001 par value |   |               |  
|10,466,176 shares issued and outstanding                            |   | 1,046         |  
|Additional Paid-in Capital                                          |   | 143,408       |  
|Accumulated Other Comprehensive Loss                                |   | (1,602        | )
|Deficit Accumulated During the Development Stage                    |   | (221,049      | )
|Total Stockholders
      Deficit                                   |   | (78,196       | )
|Total Liabilities and Stockholders Deficit                         | $ | 62,103        |  

F-2

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

---

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

|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|------------------------------ | - | ------------ | - | - | ------------ | - | - | ---------- | - | - | ---------- | - | - | ------------------- | -
|                               |   | For the      |   |   | For the      |   |   | For the    |   |   | For the    |   |   | Accumulated From    |  
|                               |   | Three Months |   |   | Three Months |   |   | Six Months |   |   | Six Months |   |   | June 4, 2001        |  
|                               |   | Ended        |   |   | Ended        |   |   | Ended      |   |   | Ended      |   |   | (Date of Inception) |  
|                               |   | August 31,   |   |   | August 31,   |   |   | August 31, |   |   | August 31, |   |   | to August 31,       |  
|                               |   | 2006         |   |   | 2005         |   |   | 2006       |   |   | 2005       |   |   | 2006                |  
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Sales                          | $ | 175          |   | $ |             |   | $ | 184        |   | $ |           |   | $ | 4,301               |  
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Cost of Sales                  |   | 12           |   |   |             |   |   | 420        |   |   |           |   |   | 4,589               |  
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Gross Margin                   |   | 163          |   |   |             |   |   | (236       | ) |   |           |   |   | (288                | )
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Expenses                       |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Marketing                      |   |             |   |   | 180          |   |   |           |   |   | 269        |   |   | 8,177               |  
|Management fees                |   | 14,215       |   |   |             |   |   | 15,185     |   |   |           |   |   | 16,622              |  
|Professional fees              |   | 24,285       |   |   | 27,828       |   |   | 35,980     |   |   | 34,176     |   |   | 110,556             |  
|Research and development       |   | 14,366       |   |   |             |   |   | 14,366     |   |   |           |   |   | 17,356              |  
|General and administrative     |   | 18,427       |   |   | 5,312        |   |   | 25,380     |   |   | 10,348     |   |   | 57,650              |  
|Interest expense               |   | 3,900        |   |   | 771          |   |   | 5,283      |   |   | 1,360      |   |   | 10,400              |  
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Total Expenses                 |   | 75,193       |   |   | 34,091       |   |   | 96,194     |   |   | 46,153     |   |   | 220,761             |  
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Net Loss                       | $ | (75,030      | ) | $ | (34,091      | ) | $ | (96,430    | ) | $ | (46,153    | ) | $ | (221,049            | )
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Net Loss Per Share  Basic and |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Diluted                        | $ | (0.01        | ) | $ | (0.01        | ) | $ | (0.01      | ) | $ | (0.01      | ) |   |                     |  
|                               |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Weighted Average Shares        |   |              |   |   |              |   |   |            |   |   |            |   |   |                     |  
|Outstanding                    |   | 10,387,522   |   |   | 10,322,105   |   |   | 10,368,790 |   |   | 10,295,960 |   |   |                     |  

F-3

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

---

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

|                             |  |              |   |              |   |            |   |            |   |                     |  
|---------------------------- |  | ------------ | - | ------------ | - | ---------- | - | ---------- | - | ------------------- | -
|                             |  | For the      |   | For the      |   | For the    |   | For the    |   | Accumulated From    |  
|                             |  | Three Months |   | Three Months |   | Six Months |   | Six Months |   | June 4, 2001        |  
|                             |  | Ended        |   | Ended        |   | Ended      |   | Ended      |   | (Date of Inception) |  
|                             |  | August 31,   |   | August 31,   |   | August 31, |   | August 31, |   | to August 31,       |  
|                             |  | 2006         |   | 2005         |   | 2006       |   | 2005       |   | 2006                |  
|                             |  | $            |   | $            |   | $          |   | $          |   | $                   |  
|                             |  |              |   |              |   |            |   |            |   |                     |  
|Net Loss                     |  | (75,030      | ) | (34,091      | ) | (96,430    | ) | (46,153    | ) | (221,049            | )
|                             |  |              |   |              |   |            |   |            |   |                     |  
|Other comprehensive income   |  |              |   |              |   |            |   |            |   |                     |  
|( loss)                      |  |              |   |              |   |            |   |            |   |                     |  
|                             |  |              |   |              |   |            |   |            |   |                     |  
|Foreign currency translation |  |              |   |              |   |            |   |            |   |                     |  
|adjustment                   |  | 1,140        |   | -            |   | (1,070     | ) | -          |   | (1,602              | )
|                             |  |              |   |              |   |            |   |            |   |                     |  
|Comprehensive Loss           |  | (73,890      | ) | (34,091      | ) | (97,500    | ) | (46,153    | ) | (222,651            | )

F-4

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

---

|Sound Revolution, Inc.                                                       
|-----------------------------------------------------------------------------
|(A Development Stage Company)                                                
|Consolidated Statements of Stockholders Equity (Deficit)                    
|For the Period from June 4, 2001 (Date of Inception) to August
      31, 2006
|(Unaudited)                                                                  

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

F-5

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

---

|Sound Revolution Inc.                                                      
|---------------------------------------------------------------------------
|(A Development Stage Company)                                              
|Consolidated Statements of Stockholders Equity(Deficit)                   
|For the period from June 4,2001 (date of Inception) to August
      31,2006
|(Unaudited)                                                                

|                                       |  |              |  |  |         |  |  |             |  |  | Deficit     |   |  | Accumulated   |   |  |         |  
|-------------------------------------- |  | ------------ |  |  | ------- |  |  | ----------- |  |  | ----------- | - |  | ------------- | - |  | ------- | -
|                                       |  |              |  |  |         |  |  |             |  |  | Accumulated |   |  | Other         |   |  |         |  
|                                       |  |              |  |  |         |  |  | Additional  |  |  | During the  |   |  | Comprehensive |   |  |         |  
|                                       |  | Common Stock |  |  | Paid-in |  |  | Development |  |  | Income      |   |  |               |  
|                                       |  | Shares       |  |  | Amount  |  |  | Capital     |  |  | Stage       |   |  | (Loss)        |   |  | Total   |  
|                                       |  | #            |  |  | $       |  |  | $           |  |  | $           |   |  | $             |   |  | $       |  
|Balance  February 28, 2006            |  | 10,353,161   |  |  | 1,035   |  |  | 85,491      |  |  | (124,619    | ) |  | (532          | ) |  | (38,625 | )
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|professional services,
      March     |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|2006                                   |  | 15,000       |  |  | 2       |  |  | 5,248       |  |  |            |   |  |              |   |  | 5,250   |  
|Issuance of common stock for debt      |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|settlement, April 2006                 |  | 3,030        |  |  |        |  |  | 1,000       |  |  |            |   |  |              |   |  | 1,000   |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|cash, April 2006                       |  | 20,000       |  |  | 2       |  |  | 4,998       |  |  |            |   |  |              |   |  | 5,000   |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|management services and                |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|prepaids, June 2006                    |  | 13,200       |  |  | 1       |  |  | 12,011      |  |  |            |   |  |              |   |  | 12,012  |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|professional services,
      July 2006 |  | 4,000        |  |  |        |  |  | 1,880       |  |  |            |   |  |              |   |  | 1,880   |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|research and development               |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|services, July 2006                    |  | 8,000        |  |  | 1       |  |  | 3,759       |  |  |            |   |  |              |   |  | 3,760   |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|consulting services and                |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|prepaids, July 2006                    |  | 4,200        |  |  |        |  |  | 1,974       |  |  |            |   |  |              |   |  | 1,974   |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|consulting services,
      August      |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|2006                                   |  | 3,350        |  |  |        |  |  | 1,507       |  |  |            |   |  |              |   |  | 1,508   |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|research and development               |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|services, August
      2006            |  | 9,050        |  |  | 1       |  |  | 4,854       |  |  |            |   |  |              |   |  | 4,855   |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|prepaid consulting
      services,     |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|August 2006                            |  | 2,200        |  |  |        |  |  | 1,364       |  |  |            |   |  |              |   |  | 1,364   |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|expenses and prepaid                   |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|management services,
      August      |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|2006                                   |  | 25,200       |  |  | 3       |  |  | 15,621      |  |  |            |   |  |              |   |  | 15,624  |  
|Issuance of common stock for           |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|management and prepaid                 |  |              |  |  |         |  |  |             |  |  |             |   |  |               |   |  |         |  
|service, August
      2006             |  | 5,785        |  |  | 1       |  |  | 3,701       |  |  |            |   |  |              |   |  | 3,702   |  
|Translation adjustment                 |  |             |  |  |        |  |  |            |  |  |            |   |  | (1,070        | ) |  | (1,070  | )
|Net loss for the period                |  |             |  |  |        |  |  |            |  |  | (96,430     | ) |  |              |   |  | (96,430 | )
|Balance 
      August 31, 2006        |  | 10,466,176   |  |  | 1,046   |  |  | 143,408     |  |  | (221,049    | ) |  | (1,602        | ) |  | (78,196 | )

F-6

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

---

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

|                                                    |  |                    |   |  |                    |   |  |                     |  
|--------------------------------------------------- |  | ------------------ | - |  | ------------------ | - |  | ------------------- | -
|                                                    |  |                    |   |  |                    |   |  | Accumulated From    |  
|                                                    |  | For the Six Months |   |  | For the Six Months |   |  | June 4, 2001        |  
|                                                    |  | Ended              |   |  | Ended              |   |  | (Date of Inception) |  
|                                                    |  | August 31,         |   |  | August 31,         |   |  | to August 31,       |  
|                                                    |  | 2006               |   |  | 2005               |   |  | 2006                |  
|                                                    |  | $                  |   |  | $                  |   |  | $                   |  
|                                                    |  |                    |   |  |                    |   |  |                     |  
|                                                    |  |                    |   |  |                    |   |  |                     |  
|Operating Activities                                |  |                    |   |  |                    |   |  |                     |  
|Net loss for the period                             |  | (96,430            | ) |  | (46,153            | ) |  | (221,049            | )
|Adjustments to reconcile net loss
      to net cash |  |                    |   |  |                    |   |  |                     |  
|used in operating activities                        |  |                    |   |  |                    |   |  |                     |  
|Depreciation expense                                |  | 4,227              |   |  | 61                 |   |  | 7,556               |  
|Shares issued for services                          |  | 52,928             |   |  | 25,004             |   |  | 80,832              |  
|Change in operating assets and
      liabilities    |  |                    |   |  |                    |   |  |                     |  
|Accounts payable and accrued expenses               |  | 26,523             |   |  | 1,026              |   |  | 30,221              |  
|Accrued interest
      due to related party         |  | 5,390              |   |  | 1,360              |   |  | 9,621               |  
|Prepaid expenses                                    |  | (27,918            | ) |  | (5,420             | ) |  | (33,497             | )
|Net Cash Used In Operating Activities               |  | (35,280            | ) |  | (24,122            | ) |  | (126,316            | )
|Investing Activities                                |  |                    |   |  |                    |   |  |                     |  
|Purchase of music
      rights                      |  | ( 8                | ) |  |                   |   |  | (306                | )
|Purchase of office equipment                        |  | (13,560            | ) |  | (4,163             | ) |  | (15,356             | )
|Web site development costs                          |  | (11,794            | ) |  |                   |   |  | (15,957             | )
|Net Cash Used In Investing
      Activities         |  | (25,362            | ) |  | (4,163             | ) |  | (31,619             | )
|Financing Activities                                |  |                    |   |  |                    |   |  |                     |  
|Advances from a related party                       |  | 59,672             |   |  | 9,385              |   |  | 100,458             |  
|Proceeds from issuance of common
      stock        |  | 5,000              |   |  |                   |   |  | 63,622              |  
|Net Cash Provided
      By Financing Activities     |  | 64,672             |   |  | 9,385              |   |  | 164,080             |  
|                                                    |  |                    |   |  |                    |   |  |                     |  
|Foreign exchange effect
      on cash               |  | (1,070             | ) |  | 132                |   |  | (1,626              | )
|Increase (Decrease) in Cash                         |  | 2,960              |   |  | (18,768            | ) |  | 4,519               |  
|Cash - Beginning of
      Period                    |  | 1,559              |   |  | 23,157             |   |  |                    |  
|Cash - End of Period                                |  | 4,519              |   |  | 4,389              |   |  | 4,519               |  

F-7

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

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|August 31, 2006                               
|(Expressed in US dollars)                     
|(Unaudited)                                   

|1. | The Company and Summary of Significant Accounting
      Policies
|-- | ----------------------------------------------------------------

The Company

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

Principles of Consolidation

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

Going Concern

As shown in the financial statements, the Company is in the development
  stage and has not yet developed a commercially viable product or generated significant
  revenues from their intended business activities. In addition, the Company has
  incurred losses since inception resulting in a net accumulated deficit of $221,049
  at August 31, 2006, and has used cash of $126,316 in operating activities since
  inception. These factors raise substantial doubt about the Company's ability
  to continue as a going concern.

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

The Company expects that its cash requirements over the next
  12 months will not exceed $605,000. A company controlled by the Company's major
  stockholder and CEO has agreed to loan the Company up to $70,000 ($100,458 has
  been drawn through August 31, 2006) to meet part of its capital requirements
  for that period. For the balance of working capital it requires for the next
  12 months, the Company plans to generate cash from the sale of stock to the
  public and existing stockholders. When possible, the Company plans to issue
  stock for professional services it may require.

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

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 year ended
  February 28, 2006. 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.

F-8

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|August 31, 2006                               
|(Expressed in US dollars)                     
|(Unaudited)                                   

New Accounting Pronouncements

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

|2. | Property and Equipment
|-- | ----------------------

| |                                 |   |        |  |   | Accumulated  |  |   | Net Carrying | 
| | ------------------------------- | - | ------ |  | - | ------------ |  | - | ------------ | 
| |                                 |   | Cost   |  |   | Amortization |  |   | Value        | 
| |                                 |   |        |  |   |              |  |   |              | 
| | Computer Equipment              | $ | 15,487 |  | $ | 743          |  | $ | 14,744       | 
| | Website Development
      Costs |   | 15,957 |  |   | 6,971        |  |   | 8,986        | 
| |                                 | $ | 31,444 |  | $ | 7,714        |  | $ | 23,730       | 

|3. | Common Stock
|-- | ------------

| | a) | On March 3, 2006, the Company issued 15,000 shares of
        common stock with a fair value of $0.35 per share in consideration for
        legal services provided in the amount of $5,250.                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                            
| | b) | On April 17, 2006, the Company issued 3,030 shares of
        common stock with a fair value of $0.33 per share in consideration for
        settlement of debt of $1,000.                                                                 
| |    |                                                                                                                                                                                                                                            
| | c) | On April 17, 2006, the Company issued 20,000 shares
        of common stock at $0.25 per share in consideration for cash proceeds
        of $5,000.                                                                                       
| |    |                                                                                                                                                                                                                                            
| | d) | On June 19, 2006, the Company issued 13,200 shares of
        common stock with a fair value of $0.91 per share in consideration for
        management services provided in the amount of $11,852 and prepaid service
        of $160.    
| |    |                                                                                                                                                                                                                                            
| | e) | On July 28, 2006, the Company issued 4,000 shares of
        common stock with a fair value of $0.47 per share in consideration for
        legal services provided in the amount of $1,880.                                               
| |    |                                                                                                                                                                                                                                            
| | f) | On July 28, 2006, the Company issued 8,000 shares of
        common stock with a fair value of $0.47 per share in consideration for
        research and development services provided in the amount of $3,760.                            
| |    |                                                                                                                                                                                                                                            
| | g) | On July 28, 2006, the Company issued 4,200 shares of
        common stock with a fair value of $0.47 per share in consideration for
        consulting services provided in the amount of $995 and prepaid consulting
        of $979.     
| |    |                                                                                                                                                                                                                                            
| | h) | On August 10, 2006, the Company issued 3,350 shares
        of common stock with a fair value of $0.45 per share in consideration
        for consulting services provided in the amount of $1,329 and website development
        of $179.
| |    |                                                                                                                                                                                                                                            
| | i) | On August 10, 2006, the Company issued 4,450 shares
        of common stock with a fair value of $0.45 per share in consideration
        for research and development services provided in the amount of $2002.                           
| |    |                                                                                                                                                                                                                                            
| | j) | On August 16, 2006, the Company issued 2,200 shares
        of common stock with a fair value of $0.62 per share in consideration
        for prepaid consulting services provided in the amount of $1,364.                                

F-9

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|August 31, 2006                               
|(Expressed in US dollars)                     
|(Unaudited)                                   

| | k) | On August 16, 2006, the Company issued 4,600 shares
        of common stock with a fair value of $0.62 per share in consideration
        for research and development services provided in the amount of $2,853.                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                 
| | l) | On August 16, 2006, the Company issued 25,200 shares
        of common stock with a fair value of $0.62 per share in consideration
        for promotional services provided in the amount of $624 and prepaid management
        services of $15,000.          
| |    |                                                                                                                                                                                                                                                                 
| | m) | On August 22, 2006, the Company issued 5,785 shares
        of common stock with a fair value of $0.64 per share in consideration
        for management services provided in the amount of $1,200 and prepaid management
        services and office of $2,502.

|4. | Subsequent Events
|-- | -----------------

| | a) | On September 06, 2006, the Company issued 20,000 shares
        of common stock with a fair value of $0.60 per share in consideration
        for website development services provided in the amount of $12,000 current
        and future services.                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | b) | On September 06, 2006, the Company issued 22,600 shares
        of common stock with a fair value of $0.60 per share in consideration
        for computer equipment provided in the amount of $13,560.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | c) | On September 11, 2006, the Company entered into License
        agreement to acquire the non-exclusive license to sell and distribute
        approximately 70,000 sound recordings as Ringtones and other digital formats.
        The Company has agreed to pay a royalty of 15% of the amount received
        for sales of the content, pay a royalty of $.0.10CDN per download for
        the content provided through a subscription service. The initial term
        of this agreement is two years from the effective date and after the initial
        term the term shall automatically renew for additional 12 months period.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | d) | On September 18, 2006, the Company filed with the SEC
        a Registration Statement on Form S-8 registering 15,000,000 common shares
        issuable pursuant to the Companys 2006 Non-Qualified Stock Option
        Plan (the Plan). On October 6, 2006, the Board of Directors
        of the Company approved to amend the plan limit of the Plan from 15,000,000
        shares of common stock to 1,500,000 shares of common stock. The following
        options have been issued:                                                                                                                                           

Name of Option Holder
      No. of Common Shares Underlying the Option
      Vesting Date
      Exercise Price per Share (US$)
      Expiration Date of OptionRobin Ram 
        78 Cliffwood Drive 
        Port Moody, BC 
        V5Y 1T3
      100,000
      September 22, 2006
      1.00
      September 22, 2008 or up to 90 days
          after the termination of the Management AgreementRobin Ram 
        78 Cliffwood Drive 
        Port Moody, BC 
        V5Y 1T3
      100,000
      September 22, 2006
      1.50
      September 22, 2008
          or up to 90 days after the termination of his Management AgreementSandra Wong
        4337 – 349 W Georgia St
        Vancouver BC 
        V5Y 1T3
      10,000
      September 22, 2006
      0.80
      September 22, 2008 or up to 30
          days after the termination of the Consulting AgreementTotal
      210,000


F-10

---

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

Overview

Sound Revolution Inc. ("we", "us", "Sound Revolution") is a
development stage company and our efforts have been principally devoted to
developing a website, www.charitytunes.com, through which we sell digital
music downloads, ringtones and other sound effects. We are also developing email
management software which will enable musicians to market their music and music
related products online.

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

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 development of its products and establishing a profitable market for
Sound Revolution's products and additional equity investment in Sound
Revolution.

Sound Revolution's www.charitytunes.com has added to its
current selection of songs and music packages with the addition of ring tones.
The ring tones will be for sale in digital format and in a variety of genres
that include pop, rock, Latin, jazz, rap, classical, electronic, world and jazz.
We expect to add to charitytunes.coms ring tone library on a continuous basis
during the next year. We recently acquired rights from Sound Ideas to sell
70,000 sound effects as ring tones.

Through an agreement with CD Baby, we have acquired the rights
to sell a catalogue of over 1,000,000 songs and ring tones online. The songs are
predominantly from artists who are not mainstream in that they have not been
signed up with big name record companies. This has significantly increased and
diversified our music library, and newly created ringtone library. However, we
intend to continue entering into agreements with other music rights owners to
distribute their songs online.

Sound Revolution have also launched at www.myfanpro.com,
the first of its FanPro(TM) marketing tools which is designed for online and
offline promotion of products and services. We think that FanPro(TM) will be
attractive to up and coming as well as already established artists and products
as it offers services that help drive awareness, web traffic, and eventually
sales for latest releases of any kind including albums, movies, events,
videogames and cell phones. The system will allow clients the ability to manage
their own campaign tools and check the status of marketing efforts, as well as
sell digital content directly to their fans.

Additionally, we have recently entered into an agreement with
  Gravit-e Technologies to provide the technology which will allow for the protection
  of digital content using Windows Medias Digital Rights Management (DRM).
  This will provide protection against piracy and allow Sound Revolution to select
  specific uses for each digital media file (such as selecting whether a particular
  song or other digital file may be played on a

4

---

portable device, burned onto a CD, or how many copies may be
made). This in turn will satisfy the security requirements of the owners of the
music, video and other digital content that Sound Revolution offer for sale
online. We hope that this new technology together with the FanPro(TM) marketing
tools will help us to attract more music rights owners to agree to distribute
their songs online with us. We plan to increase our music offering to over
2,000,000 songs by the end of 2007.

Sound Revolution has boosted the number of charities with whom
we have agreements, having recently signed Agency and Promotion Agreements with
the Red Cross and War Child Canada.

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

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

We intend to spend approximately $100,000 over the course of
the next year to continue to develop our website charitytunes.com, approximately
$1,000,000 in royalties and guarantees for music license acquisitions and
another $10,000 in the development of our fan management software.

Additions to Management

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

In September we appointed Jeremy Long as Vice President of
Niche Marketing for both Sound Revolution and Charity Tunes. Mr. Long will be
responsible for building partnerships with community Web portals to integrate
Sound Revolutions digital media download engine into its sites. We hope that
Mr. Long will bring his expertise in foreign music markets to our team to boost
revenues.

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

5

---

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

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.

Results of Operations for the three months ended August 31,
2006 compared to three months ended August 31, 2005

During three months ended August 31, 2006, we realized total
revenue of $175 compared to $0 in revenue for the three months ended August 31,
2005 and we incurred a net loss for the three months ended August 31, 2006 of
$75,030, compared to a net loss of $34,091 for the same period in 2005. Although
we have begun to realize nominal revenue from website activity, we still
consider ourselves to be in the development stage for financial statement
presentation. The increase in revenues but greater increase in net loss for 2006
was as a result of increased expenses during the three months ended August 31,
2006. Gross profit for the three months ended August 31, 2006 was $163 compared
to $0 for the same period in 2005.

Our general and administrative costs for the three months ended
August 31, 2006 were $18,427 compared to $5,312 for the three months ended
August 31, 2005. These costs consisted primarily of personnel costs, consulting
fees, and general office costs. The increase in general administrative cost
between the two periods is largely the result of development of our website and
library.

Our professional fees for the three months ended August 31,
2006 were $24,285, compared to $27,828 for the three months ended August 31,
2005.

Our business development costs for the three months ended
August 31, 2006 were $14,366 and $0 for the three months ended August 31, 2005.
This increase in business development costs between the two periods is largely
the result of an increased activity relating to developing our business.

Our management fees for the three months ended August 31, 2006
were $14,215 and $0 for the three months ended August 31, 2005. This increase in
management fees between the two periods is largely the result of monthly fees
for the Chief Operating Officer and Vice President as well as a bonus for the
Chief Operating Officer.

Results of Operations for the six months ended August 31,
2006 compared to six months ended August 31, 2005

During six months ended August 31, 2006, we realized total revenue
  of $184 compared to $0 in revenue for the six months ended August 31, 2005 and
  we incurred a net loss for the six months ended August 31, 2006 of $96,430,
  compared to a net loss of $46,153 for the same period in 2005. The increase
  in revenues but greater increase in net loss

6

---

for 2006 was as a result of increased expenses during the six months ended August 31, 2006. Gross profit for the six months ended August 31, 2006 was $(236) compared to $0 for the same period in 2005.

Our general and administrative costs for the six months ended August 31, 2006 were $25,380 compared to $10,348 for the six months ended August 31, 2005. These costs consisted primarily of personnel costs, consulting fees, and general office
costs. The increase in general administrative cost between the two periods is largely the result of development of our website and library.

Our professional fees for the six months ended August 31, 2006 were $35,980, compared to $34,176 for the six months ended March 31, 2005.

Our business development costs for the six months ended August 31, 2006 were $14,366 and $0 for the six months ended August 31, 2005. This increase in business development costs between the two periods is largely the result of an increased
activity relating to developing our business.

Our management fees for the six months ended August 31, 2006 were $15,185 and $0 for the six months ended August 31, 2005. This increase in management fees between the two periods is largely the result of monthly fees for the Chief Operating
Officer and Vice President as well as a bonus for the Chief Operating Officer.

Liquidity and Capital Resources

As of August 31, 2006, we had a working capital deficit of ($2,826). We intend to continue to make financial investments in marketing, digital music rights acquisitions, technology, software development and website development. We expect to
incur substantial losses over the next year.

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

As a result of our operating loss of ($221,049) from inception on June 4, 2001 through August 31, 2006, we generated a deficit accumulated during the development stage of $221,049. We met our cash requirements during this period through the
receipt of $99,458 advanced by Bacchus Entertainment Ltd. (Bacchus), a company 100% owned by Penny Green, our President, received in exchange for the sales of our common stock in private placements.

We have generated a revenue in this period, and realized a
  negative cash flow from operations of $35,280 for the six month period ended
  August 31, 2006 compared to a negative cash flow from operations of $24,122
  for the six months ended August 31, 2005.

7

---

As of August 31, 2006, we had received loans from Bacchus, a
company owned by Penny Green, our President and Chief Executive Officer,
totaling $99,458.

Our losses for the three months ended August 31, 2006 were
$75,030 or $25,010 per month. We estimate that our expenses over the next 12
months will be approximately as follows:

Amount
    Expense$100,000
    Development of charitytunes.com websites$10,000
    Development of FanPro(TM) marketing tools$1,000,000
    Royalty advances$2,000,000
    General Administration and working capitalTotal $3,110,000


As of August 31, 2006, we had cash equivalents of $4,519, and
we believe that we need approximately an additional $3,105,481 to meet our
capital requirements over the next 12 months. Our intention is to seek equity
financing from our existing shareholders and from friends or family of our
officers and directors through private placements. We intend to seek financing
of between $3,000,000 and $4,000,000 to complete and launch our products into
the market. We also intend to seek consultants willing to accept our common
stock as partial or full consideration for services.

Sound Revolution will continue to engage outside contractors
and consultants who are willing to be paid in stock rather than cash. Expenses
incurred which cannot be paid in stock, such as Auditors fees, will be paid
through cash. If the cash in our account is insufficient to cover our Auditor
fees, we will cover our expenses by accessing loans from Bacchus through our
loan agreement signed on February 28, 2005, or by seeking financing through
equity placements. If we are unable to raise necessary capital to meet its
capital requirements, we may not be able to pay our internet hosting fees, which
may mean our website and digital music would no longer be available to the
public, and we may not be able to pay our auditor which could result in a
failure to comply with accounting disclosure requirements.

As we expand in the future, and if we are successful in
licensing additional music libraries, we 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
$300,000 per year beginning in 2007 to pay salaries to employees or consultants
in working in the areas of marketing, sales music acquisitions and accounting.

The effect of inflation on our operating results was not significant.
  Our operations are located primarily in Canada. Our independent certified public
  accountants have stated in their report dated June 2, 2006 that we have incurred
  operating losses from its inception, and that we are dependent upon management's
  ability to develop profitable operations.

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These factors among others may raise substantial doubt about
our ability to continue as a going concern.

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

We do not have any material commitments for capital
expenditures as of October 11, 2006.

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

Sound Revolution intends to continue negotiating with owners of
digital music rights to obtain digital licensing rights to music. We anticipate
that some of these agreements will requires us to make royalty payments, some
will allow us to pay a wholesale price, and some will be complete buy outs. We
anticipate that if we are successful in concluding music licensing agreements
with major record labels, we anticipate that the costs of licensing and delivery
costs for these songs will be approximately $1,000,000.

As of October 11, 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.
Bacchus Entertainment continues to lend us money pursuant to a loan agreement.
As of August 31, 2006 we owed Bacchus Entertainment $99,458.

|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, 2006. 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

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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, 2006 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.

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|Item 4. | **Submission of Matters to a Vote of Security
      Holders.**
|------- | --------------------------------------------------------------

None.

|Item 5. | **Other Information.**
|------- | ----------------------

None.

|Item 6. | **Exhibits and Reports on Form 8-K**
|------- | ------------------------------------

(a)  Exhibits

| | 31.1 | Rule 13a-14(a)/15d-14(a)
        Certification of CEO & CFO
| | ---- | -----------------------------------------------------------
| |      |                                                            
| | 32.1 | Section
        906 Certification of CEO & CFO             

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 12, 2006 | SOUND REVOLUTION INC.
|---------------------- | ---------------------
|                       | (Registrant)         
|                       |                      
|                       | By:                  
|                       |                      
|                       |                      
|                       |                      
|                       |                      

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