---

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, 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)  |                           

1511 West 40thAvenue, Vancouver, British Columbia, Canada V6M 1V7(Address of
principal executive offices)

(604) 780-3914Issuers telephone number

345 West 11thAvenue, Unit 4, Vancouver, British Columbia, Canada V5Y 1T3Former
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

i

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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 12, 2007, the registrants outstanding common
stock consisted of 10,638,846 shares.

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

ii

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Table of Contents

|PART I -
      FINANCIAL INFORMATION | 1                                                              
|------------------------------------ | ---------------------------------------------------------------
|                                     |                                                                
|Item 1                               | Financial Statements                                           
|                                     |                                                                
|Item 2                               | Management's Discussion and
      Analysis or Plan of Operation
|                                     |                                                                
|Item 3                               | Controls and Procedures                                        
|                                     |                                                                
|Part II - OTHER
      INFORMATION    | 9                                                              
|                                     |                                                                
|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                                                     

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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.

Sound Revolution, Inc. Financial Statements(A
Development Stage Company) November 30, 2006

1

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Sound Revolution, Inc.|(A Development Stage Company)

November 30, 2006

|                                                             | Index 
|------------------------------------------------------------ | ------
|                                                             |       
|Consolidated
      Balance Sheets                            | F-2   
|                                                             |       
|Consolidated
      Statements of Operations                  | F-3   
|                                                             |       
|Consolidated
      Statements of Comprehensive Income (Loss) | F-4   
|                                                             |       
|Consolidated Statements of Stockholders Equity              | F5 - 7
|                                                             |       
|Consolidated
      Statements of Cash Flows                  | F-8   
|                                                             |       
|Notes
      to the Consolidated Financial Statements         | F-9   

F-1

---

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

|                                                                                |   | November 30, |   |   | February 28, |  
|------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                                |   | 2006         |   |   | 2006         |  
|                                                                                |   |              |   |   |              |  
|ASSETS                                                                          |   |              |   |   |              |  
|Current Assets                                                                  |   |              |   |   |              |  
|Cash                                                                            | $ | 1,330        |   | $ | 1,559        |  
|Prepaid expenses                                                                |   | 37,586       |   |   | 5,579        |  
|Total Current
      Assets                                                      |   | 38,916       |   |   | 7,138        |  
|Investment (Note 2)                                                             |   | 10,000       |   |   | -            |  
|Property and Equipment (Note 3)                                                 |   | 14,761       |   |   | 1,317        |  
|Web Site Development Costs                                                      |   | 10,864       |   |   | 1,286        |  
|Music Rights                                                                    |   | 352          |   |   | 349          |  
|Total Assets                                                                    | $ | 74,893       |   | $ | 10,090       |  
|                                                                                |   |              |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                  |   |              |   |   |              |  
|Current Liabilities                                                             |   |              |   |   |              |  
|Accounts payable and accrued expenses                                           |   | 32,746       |   |   | 3,698        |  
|Accrued interest
      due to stockholder                                       |   | 18,550       |   |   | 4,231        |  
|Note
      payable to stockholder, current portion                              |   | 1,000        |   |   | 1,000        |  
|Total Current Liabilities                                                       |   | 52,296       |   |   | 8,929        |  
|Note Payable
      to Stockholder, less current portion                         |   | 184,237      |   |   | 39,786       |  
|Contingencies and Commitments (Notes
      1 and 6)                             |   |              |   |   |              |  
|Stockholders Equity (Deficit)                                                  |   |              |   |   |              |  
|                                                                                |   |              |   |   |              |  
|Common Stock: 80,000,000 shares authorized, $0.0001
      par value             |   |              |   |   |              |  
|10,623,976 shares issued and outstanding
      ( February 28,2006  10,353,161) |   | 1,062        |   |   | 1,035        |  
|Additional Paid-in Capital                                                      |   | 254,761      |   |   | 85,491       |  
|Accumulated Other Comprehensive Loss                                            |   | ( 771        | ) |   | (532         | )
|Deficit Accumulated
      During the Development Stage                          |   | (416,692     | ) |   | (124,619     | )
|Total Stockholders Equity (Deficit)                                            |   | (161,640     | ) |   | (38,625      | )
|Total Liabilities
      and Stockholders Equity (Deficit)                      | $ | 74,893       |   | $ | 10,090       |  

F-2

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

---

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

|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   | Accumulated From    |  
|-------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ----------------- | - | - | ----------------- | - | - | ------------------- | -
|                                 |   | For the            |   |   | For the            |   |   | For the           |   |   | For the           |   |   | June 4, 2001        |  
|                                 |   | Three Months Ended |   |   | Three Months Ended |   |   | Nine Months Ended |   |   | Nine Months Ended |   |   | (Date of Inception) |  
|                                 |   | November 30,       |   |   | November 30,       |   |   | November 30,      |   |   | November 30,      |   |   | to November 30,     |  
|                                 |   | 2006               |   |   | 2005               |   |   | 2006              |   |   | 2005              |   |   | 2006                |  
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Sales                            | $ | 137                |   | $ |                   |   | $ | 321               |   | $ |                  |   | $ | 4,438               |  
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Cost of Sales                    |   | 646                |   |   |                   |   |   | 1,066             |   |   |                  |   |   | 5,235               |  
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Gross Margin                     |   | (509               | ) |   |                   |   |   | (745              | ) |   |                  |   |   | (797                | )
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Expenses                         |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Directors
      fees             |   | 6,000              |   |   |                   |   |   | 6,000             |   |   |                  |   |   | 6,000               |  
|Marketing                        |   |                   |   |   |                   |   |   |                  |   |   | 269               |   |   | 8,177               |  
|Management
      fees            |   | 23,360             |   |   |                   |   |   | 38,545            |   |   |                  |   |   | 39,982              |  
|Professional fees                |   | 6,550              |   |   | 7,719              |   |   | 42,530            |   |   | 41,896            |   |   | 117,106             |  
|Research
      and development   |   | 35,191             |   |   |                   |   |   | 49,557            |   |   |                  |   |   | 52,547              |  
|Stock based compensation         |   | 55,516             |   |   |                   |   |   | 55,516            |   |   |                  |   |   | 55,516              |  
|General and
      administrative |   | 59,522             |   |   | 1,964              |   |   | 84,902            |   |   | 12,312            |   |   | 117,172             |  
|Interest expense                 |   | 8,995              |   |   | 1,025              |   |   | 14,278            |   |   | 2,385             |   |   | 19,395              |  
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Total Expenses                   |   | 195,134            |   |   | 10,708             |   |   | 291,328           |   |   | 56,862            |   |   | 415,895             |  
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Net Loss                         | $ | (195,643           | ) | $ | (10,708            | ) | $ | (292,073          | ) | $ | (56,862           | ) | $ | (416,692            | )
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Net Loss Per Share  Basic and   |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Diluted                          | $ | (0.02              | ) | $ | (0.00              | ) | $ | (0.03             | ) | $ | (0.01             | ) |   |                     |  
|                                 |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Weighted Average Shares          |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Outstanding                      |   | 10,527,085         |   |   | 10,353,161         |   |   | 10,421,171        |   |   | 10,314,888        |   |   |                     |  

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)                                           

|                             |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   | Accumulated From    |  
|---------------------------- | - | ------------------ | - | - | ------------------ | - | - | ----------------- | - | - | ----------------- | - | - | ------------------- | -
|                             |   | For the            |   |   | For the            |   |   | For the           |   |   | For the           |   |   | June 4, 2001        |  
|                             |   | Three Months Ended |   |   | Three Months Ended |   |   | Nine Months Ended |   |   | Nine Months Ended |   |   | (Date of Inception) |  
|                             |   | November 30,       |   |   | November 30,       |   |   | November 30,      |   |   | November 30,      |   |   | to November 30,     |  
|                             |   | 2006               |   |   | 2005               |   |   | 2006              |   |   | 2005              |   |   | 2006                |  
|                             |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|                             |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Net Loss                     | $ | (195,643           | ) | $ | (10,708            | ) | $ | (292,073          | ) | $ | (56,862           | ) | $ | (416,692            | )
|                             |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Other comprehensive income   |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|(loss)                       |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|                             |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Foreign currency translation |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|adjustment                   |   | 831                |   |   | (498               | ) |   | ( 239             | ) |   | (347              | ) |   | ( 771               | )
|                             |   |                    |   |   |                    |   |   |                   |   |   |                   |   |   |                     |  
|Comprehensive Loss           | $ | (194,812           | ) | $ | (11,206            | ) | $ | (292,312          | ) | $ | (57,209           | ) | $ | (417,463            | )

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 November 30, 2006
(Unaudited)

|                                   |  |                    |  |   |         |  |   |             |  |   | Deficit      |   |   | Accumulated   |   |   |         |  
|---------------------------------- |  | ------------------ |  | - | ------- |  | - | ----------- |  | - | ------------ | - | - | ------------- | - | - | ------- | -
|                                   |  |                    |  |   |         |  |   |             |  |   | Accumulated  |   |   | Other         |   |   |         |  
|                                   |  |                    |  |   |         |  |   | Additional  |  |   | During the   |   |   | Comprehensive |   |   |         |  
|                                   |  | Common
      Stock |  |   | Paid-in |  |   | Development |  |   | Income(loss) |   |   |               |  
|                                   |  | Shares             |  |   | Amount  |  |   | Capital     |  |   | Stage        |   |   |               |   |   | 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   |  
|November
      30, 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
      November 30, 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
      , 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      |  |   |       |  |   | 1,508      |  |   |            |   |   |              |   |   | 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            |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|consulting services, August 2006        |  | 2,200      |  |   |       |  |   | 1,364      |  |   |            |   |   |              |   |   | 1,364   |  
|Issuance of common stock for            |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|expenses and management                 |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|services, August
      2006             |  | 25,200     |  |   | 3      |  |   | 15,621     |  |   |            |   |   |              |   |   | 15,624  |  
|Issuance of common stock for            |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|management service,
      August 2006   |  | 5,785      |  |   | 1      |  |   | 3,701      |  |   |            |   |   |              |   |   | 3,702   |  
|Issuance of stock options in September, |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|2006 in exchange
      for consulting   |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|services                                |  |           |  |   |       |  |   | 1,835      |  |   |            |   |   |              |   |   | 1,835   |  
|Issuance of stock options in September, |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|2006 in exchange for management         |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|services                                |  |           |  |   |       |  |   | 33,740     |  |   |            |   |   |              |   |   | 33,740  |  
|Issuance of common stock for web        |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|development and
      future service,   |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|September 2006                          |  | 20,000     |  |   | 2      |  |   | 11,998     |  |   |            |   |   |              |   |   | 12,000  |  
|Issuance of common stock for capital    |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|equipment, September 2006               |  | 22,600     |  |   | 2      |  |   | 13,558     |  |   |            |   |   |              |   |   | 13,560  |  
|Issuance of common stock for research   |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|and development service,                |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|September 2006                          |  | 5,200      |  |   | 1      |  |   | 2,391      |  |   |            |   |   |              |   |   | 2,392   |  
|Issuance of common stock for            |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|promotional service,
      September    |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|2006                                    |  | 30,000     |  |   | 3      |  |   | 6,297      |  |   |            |   |   |              |   |   | 6,300   |  
|Issuance of stock options in October,   |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|2006 in exchange for consulting         |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|services                                |  |           |  |   |       |  |   | 3,276      |  |   |            |   |   |              |   |   | 3,276   |  
|                                        |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|Balance  Carried forward               |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |         |  
|                                        |  | 10,543,976 |  |   | 1,054  |  |   | 216,504    |  |   | (124,619    | ) |   | (532          | ) |   | 92,407  |  

F-6

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

---

|Sound Revolution, Inc.                                                         
|-------------------------------------------------------------------------------
|(A Development Stage Company)                                                  
|Consolidated Statements of Stockholders Equity (Deficit)                      
|For the Period from June 4, 2001 (Date of Inception) to
      November 30, 2006
|(Unaudited)                                                                    

|                                    |  |            |  |   |        |  |   |            |  |   | Deficit     |   |   | Accumulated   |   |   |          |  
|----------------------------------- |  | ---------- |  | - | ------ |  | - | ---------- |  | - | ----------- | - | - | ------------- | - | - | -------- | -
|                                    |  |            |  |   |        |  |   |            |  |   | Accumulated |   |   | Other         |   |   |          |  
|                                    |  |            |  |   |        |  |   | Additional |  |   | During the  |   |   | Comprehensive |   |   |          |  
|                                    |  | Common     |  |   | Stock  |  |   | Paid-in    |  |   | Development |   |   | Income        |   |   |          |  
|                                    |  | Shares     |  |   | Amount |  |   | Capital    |  |   | Stage       |   |   | (Loss)        |   |   | Total    |  
|                                    |  | #          |  |   | $      |  |   | $          |  |   | $           |   |   | $             |   |   | $        |  
|Balance  Brought forward           |  | 10,543,976 |  |   | 1,054  |  |   | 216,504    |  |   | (124,619    | ) |   | (532          | ) |   | 92,407   |  
|                                    |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |          |  
|Issuance of stock options in        |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |          |  
|November, 2006 in exchange          |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |          |  
|for directors fees                  |  |           |  |   |       |  |   | 16,665     |  |   |            |   |   |              |   |   | 16,665   |  
|Issuance of common stock for        |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |          |  
|promotional service,
      November |  |            |  |   |        |  |   |            |  |   |             |   |   |               |   |   |          |  
|2006                                |  | 80,000     |  |   | 8      |  |   | 21,592     |  |   |            |   |   |              |   |   | 21,600   |  
|Foreign currency translation        |  |           |  |   |       |  |   |           |  |   |            |   |   | ( 239         | ) |   | ( 239    | )
|Net loss for
      the period       |  |           |  |   |       |  |   |           |  |   | (292,073    | ) |   |              |   |   | (292,073 | )
|Balance  November 30, 2006         |  | 10,623,976 |  | $ | 1,062  |  | $ | 254,761    |  | $ | (416,692    | ) | $ | ( 771         | ) | $ | (161,640 | )

F-7

(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)                      

|                                                        |   |                                  |   |   |                                  |   |   | Accumulated From    |  
|------------------------------------------------------- | - | -------------------------------- | - | - | -------------------------------- | - | - | ------------------- | -
|                                                        |   |                                  |   |   |                                  |   |   | June 4, 2001        |  
|                                                        |   | For the Nine Months 
      Ended |   |   | For the Nine Months 
      Ended |   |   | (Date of Inception) |  
|                                                        |   | November 30,                     |   |   | November 30,                     |   |   | to November 30,     |  
|                                                        |   | 2006                             |   |   | 2005                             |   |   | 2006                |  
|                                                        |   |                                  |   |   |                                  |   |   |                     |  
|                                                        |   |                                  |   |   |                                  |   |   |                     |  
|                                                        |   |                                  |   |   |                                  |   |   |                     |  
|Operating Activities                                    |   |                                  |   |   |                                  |   |   |                     |  
|Net loss for the period                                 | $ | (292,073                         | ) | $ | (56,862                          | ) | $ | (416,692            | )
|Adjustments to reconcile net loss to cash used
      in |   |                                  |   |   |                                  |   |   |                     |  
|operating activities                                    |   |                                  |   |   |                                  |   |   |                     |  
|Depreciation and amortization                           |   | 9,145                            |   |   | 92                               |   |   | 12,474              |  
|Shares issued
      for services                        |   | 94,221                           |   |   | 25,004                           |   |   | 122,125             |  
|Stock option issued in exchange
      for services      |   | 55,516                           |   |   |                                 |   |   | 55,516              |  
|Change in operating assets and
      liabilities        |   |                                  |   |   |                                  |   |   |                     |  
|Accounts payable and accrued
      expenses             |   | 29,048                           |   |   | 1,045                            |   |   | 32,746              |  
|Accrued interest
      due to stockholder               |   | 15,319                           |   |   | 2,385                            |   |   | 19,550              |  
|Prepaid expenses                                        |   | (32,007                          | ) |   | (2,409                           | ) |   | (37,586             | )
|Deposit                                                 |   | (10,000                          | ) |   |                                 |   |   | (10,000             | )
|Net Cash Used
      In Operating Activities             |   | (130,831                         | ) |   | (30,745                          | ) |   | (221,867            | )
|Investing Activities                                    |   |                                  |   |   |                                  |   |   |                     |  
|Purchase of music rights                                |   | (3                               | ) |   |                                 |   |   | (301                | )
|Purchase
      of equipment                             |   | (1,279                           | ) |   | (4,163                           | ) |   | (3,075              | )
|Web site development costs                              |   | (17,328                          | ) |   |                                 |   |   | (21,491             | )
|                                                        |   |                                  |   |   |                                  |   |   |                     |  
|Net Cash Flows
      Used In Investing Activities       |   | (18,610                          | ) |   | (4,163                           | ) |   | (24,867             | )
|Financing Activities                                    |   |                                  |   |   |                                  |   |   |                     |  
|Advances from
      stockholder                         |   | 144,451                          |   |   | 17,401                           |   |   | 185,237             |  
|Proceeds from issuance
      of common stock            |   | 5,000                            |   |   |                                 |   |   | 63,622              |  
|Net Cash Flows
      Provided By Financing Activities   |   | 149,451                          |   |   | 17,401                           |   |   | 248,859             |  
|                                                        |   |                                  |   |   |                                  |   |   |                     |  
|Foreign exchange
      effect on cash                   |   | ( 239                            | ) |   | (338                             | ) |   | ( 795               | )
|Increase (Decrease) in Cash                             |   | (229                             | ) |   | (17,845                          | ) |   | 1,330               |  
|Cash - Beginning
      of Period                        |   | 1,559                            |   |   | 23,157                           |   |   |                    |  
|Cash - End of Period                                    | $ | 1,330                            |   | $ | 5,312                            |   | $ | 1,330               |  
|                                                        |   |                                  |   |   |                                  |   |   |                     |  
|Non-cash Investing and Financing Activities             |   |                                  |   |   |                                  |   |   |                     |  
|Common stock issued for property and equipment          |   | 13,560                           |   |   |                                 |   |   | 13,560              |  
|Common Stock issued for debt settlement                 |   | 1,000                            |   |   |                                  |   |   | 1,000               |  
|                                                        |   |                                  |   |   |                                  |   |   |                     |  
|Supplemental Disclosures                                |   |                                  |   |   |                                  |   |   |                     |  
|Interest paid                                           |   |                                 |   |   |                                 |   |   |                    |  
|Income taxes paid                                       |   |                                 |   |   |                                 |   |   |                    |  

F-8

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

---

|Sound Revolution, Inc.              
|------------------------------------
|(A Development Stage Company)       
|Notes to the Consolidated Statements
|November 30, 2006                   
|(Expressed in US Dollars)           
|(Unaudited)                         

1. The Company and Summary of Significant Accounting
PoliciesThe Company

Sound Revolution, Inc. (the "Company"), was incorporated under
the laws of the State of Delaware. While the Company sponsored one marketing
event to promote its intended purpose in fiscal year 2004 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. (See Note 2)

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 its intended business activities. In
addition, the Company has incurred losses since inception resulting in a net
accumulated deficit of $416,692 at November 30, 2006, and has used cash of
$221,867 in operating activities since inception. These factors raise
substantial doubt about the Company's ability to continue as a going concern.

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

The Company expects that its cash requirements over the next 12
months will not exceed $2,000,000. A company controlled by the Company's major
stockholder and CFO has agreed to loan the Company an additional $70,000
($185,237 has been drawn through November 30, 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 be unable to operate for the
coming year.

F-9

---

|Sound Revolution, Inc.              
|------------------------------------
|(A Development Stage Company)       
|Notes to the Consolidated Statements
|November 30, 2006                   
|(Expressed in US Dollars)           
|(Unaudited)                         

Stock Based Compensation

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

Effective January 1, 2006, the beginning of the Companys first
fiscal quarter of 2006, the Company adopted the fair value recognition
provisions of SFAS 123R, using the modified-prospective transition method. Under
this transition method, stock-based compensation expense is recognized in the
consolidated financial statements for granted, modified, or settled stock
options. Compensation expense recognized included the estimated expense for
stock options granted on and subsequent to January 1, 2006, based on the grant
date fair value estimated in accordance with the provisions of SFAS 123R, and
the estimated expense for the portion vesting in the period for options granted
prior to, but not vested as of January 1, 2006, based on the grant date fair
value estimated in accordance with the original provisions of SFAS 123. Results
for prior periods have not been restated, as provided for under the
modified-prospective method. The Company had employee stock based compensation
issued and outstanding at November 30, 2006.

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-10

---

|Sound Revolution, Inc.              
|------------------------------------
|(A Development Stage Company)       
|Notes to the Consolidated Statements
|November 30, 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. Deposit

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

3. Property and Equipment

|                   |   |        |  |   | Accumulated  |  |   | Net 
      Carrying | 
|------------------ | - | ------ |  | - | ------------ |  | - | ------------------- | 
|                   |   | Cost   |  |   | Amortization |  |   | Value               | 
|                   |   |        |  |   |              |  |   |                     | 
|Computer Equipment | $ | 16,766 |  | $ | 2,005        |  | $ | 14,761              | 

F-11

---

|Sound Revolution, Inc.              
|------------------------------------
|(A Development Stage Company)       
|Notes to the Consolidated Statements
|November 30, 2006                   
|(Expressed in US Dollars)           
|(Unaudited)                         

4. Note payable to stockholder and related party
transactions

During the period ended November 30, 2006 and the year ended
February 28, 2006, the Companys significant shareholders advanced funds to the
Company for working capital purposes. Total note payable due to stockholder
amounted $185,237 and $40,786 at November 30, 2006 and February 28, 2006,
respectively. The Note is unsecured, and bears interest at 10% per annum and has
no specific terms of repayments.

During the nine months period ended November 30, 2006,
directors of the Company received $30,012 in management fees pursuant to
management agreements, and the Company has paid and accrued $6,000 in directors
fees to a director of the Company . The Company has also prepaid $20,000 in
management fees to a director of the Company.

5. 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 $12,012.                                       
| |    |                                                                                                                                                                                                                                       
| | 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 $1,487 and prepaid consulting of $487.          
| |    |                                                                                                                                                                                                                                       
| | 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
      .

F-12

---

|Sound Revolution, Inc.              
|------------------------------------
|(A Development Stage Company)       
|Notes to the Consolidated Statements
|November 30, 2006                   
|(Expressed in US Dollars)           
|(Unaudited)                         

| | 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 $2,003.                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                         
| | 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 consulting
      services provided in the amount of $1,364.                                                         
| |    |                                                                                                                                                                                                                                                         
| | 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 $2,852.                                           
| |    |                                                                                                                                                                                                                                                         
| | 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 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 $3,600 and office of $102.                                      
| |    |                                                                                                                                                                                                                                                         
| | n) | 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 $4,200 current and future
      services of $7,800.
| |    |                                                                                                                                                                                                                                                         
| | o) | 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.                                                     
| |    |                                                                                                                                                                                                                                                         
| | p) | On September 19, 2006, the Company issued 5,200 shares of common stock
      with a fair value of $0.46 per share in consideration for research and
      development services provided in the amount of $2,392.                                        
| |    |                                                                                                                                                                                                                                                         
| | q) | On September 26, 2006, the Company issued 30,000 shares of common
      stock with a fair value of $0.21 per share in consideration for
      promotional services provided in the amount of $6,300.                                                    
| |    |                                                                                                                                                                                                                                                         
| | r) | On November 03, 2006, the Company issued 80,000 shares of common stock
      with a fair value of $0.27 per share in consideration for promotional
      services provided in the amount of $21,600.                                                    

F-13

---

|Sound Revolution, Inc.              
|------------------------------------
|(A Development Stage Company)       
|Notes to the Consolidated Statements
|November 30, 2006                   
|(Expressed in US Dollars)           
|(Unaudited)                         

Stock options

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

|         | Options Outstanding |                  | Options Exercisable
|-------- | ------------------- | ---------------- | -------------------
|         |                     | Weighted Average | Weighted           
|Exercise | Number              | Remaining        | Average            
|Prices   | Outstanding         | Contractual      | Exercise Price     
|         |                     | Life (Years)     |                    
|$ 0.80   | 10,000              | 1.81             | $ 0.80             
|$ 1.00   | 100,000             | 1.81             | $ 1.00             
|$ 1.50   | 100,000             | 1.81             | $ 1.50             
|$ 0.26   | 15,000              | 1.84             | $ 0.26             
|$ 0.30   | 50,000              | 1.92             | $0.30              
|         | 275,000             | 1.83             | $ 0.77             

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

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

In September 2006, the Company granted an aggregate of 10,000
stock options to a consultant in exchange for services rendered. The estimated
value of the stock options vested during the period ended November 30, 2006 was
determined using the Black-Scholes option pricing model and the following
assumptions: expected option life of 2 years, a risk free interest rate of
4.625%, a dividend yield of 0% and volatility of 180%. Compensation expense of
$1,835 was charged to operations during the period ended November 30, 2006.

In September 2006, the Company granted an aggregate of 200,000
stock options to a director in exchange for management services rendered. The
estimated value of the stock options vested during the period ended November 30,
2006 was determined using the Black-Scholes option pricing model and the
following assumptions: expected option life of 2 years, a risk free interest
rate of 4.625%, a dividend yield of 0% and volatility of 180%. Compensation
expense of $33,740 was charged to operations during the period ended November
30, 2006.

F-14

---

|Sound Revolution, Inc.              
|------------------------------------
|(A Development Stage Company)       
|Notes to the Consolidated Statements
|November 30, 2006                   
|(Expressed in US Dollars)           
|(Unaudited)                         

Stock options( Continued)

In October 2006, the Company granted an aggregate of 15,000
stock options to a consultant in exchange for services rendered. The estimated
value of the stock options vested during the period ended November 30, 2006 was
determined using the Black-Scholes option pricing model and the following
assumptions: expected option life of 2 years, a risk free interest rate of
4.625%, a dividend yield of 0% and volatility of 180%. Compensation expense of
$3,276 was charged to operations during the period ended November 30, 2006.

In November 2006, the Company granted an aggregate of 50,000
stock options to a director in exchange for services rendered. The estimated
value of the stock options vested during the period ended November 30, 2006 was
determined using the Black-Scholes option pricing model and the following
assumptions: expected option life of 2 years, a risk free interest rate of
4.625%, a dividend yield of 0% and volatility of 180%. Compensation expense of
$16,665 was charged to operations during the period ended November 30, 2006.

6.Subsequent Events

| | a) | On December 05, 2006, the Company issued 14,870 shares of common stock
      with a fair value of $0.40 per share in consideration for research and
      development services provided in the amount of $5,948.                                                                                                                    
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                     
| | b) | On December 07, 2006 the Company entered into an agreement with
      Puretracks Inc to acquire the right to distribute through its website 1.6
      million songs from Puretracks library throughout the territory of North
      America. The term of the agreement is for 5 years and is renewable for a
      one year period.

F-15

---

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 have 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 FanProTMmarketing tools which is designed for online and offline promotion of
products and services. We think that FanProTMwill 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 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

2

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content that Sound Revolution offer for sale online. We hope
that this new technology together with the FanProTMmarketing 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 signed Agency and Promotion Agreements with charities
like 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 $2,000,000 over the next 12
months (beginning February 2007), including approximately $155,000 to continue
to develop our website charitytunes.com, $200,000 in royalties and guarantees
for music license acquisitions, another $30,000 in the development of our fan
management software, $500,000 for development of investor relations, $470,000
for marketing and $645,000 for general and administrative expenses.

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.

3

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

On November 1, 2006 we appointed Garry Newman to our Board of
Directors. Mr. Newman was the former Vice-President and Senior Vice-President of
Warner Music Canada, during which time he was responsible for all sales and
marketing. He was then promoted to President of Warner Music Canada, a position
he held for 5 years. Mr. Newman comes to us with several well-established
contacts in the music industry.

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 November
30, 2006 compared to three months ended November 30, 2005

During three months ended November 30, 2006, we realized total
revenue of $137 compared to $0 in revenue for the three months ended November
30, 2005 and we incurred a net loss for the three months ended November 30, 2006
of $195,643, compared to a net loss of $10,708 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 November 30,
2006. Gross profit for the three months ended November 30, 2006 was $(509)
compared to $0 for the same period in 2005.

Our general and administrative costs for the three months ended
November 30, 2006 were $59,522 compared to $1,964 for the three months ended
November 30, 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 November 30,
2006 were $6,550, compared to $7,719 for the three months ended November 30,
2005.

Our business development costs for the three months ended
November 30, 2006 were $35,191 and $0 for the three months ended November 30,
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 November 30,
2006 were $23,360 and $0 for the three months ended November 30, 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.

4

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Results of Operations for the nine months ended November 30,
2006 compared to nine months ended November 30, 2005

During the nine months ended November 30, 2006, we realized
total revenue of $321 compared to $0 in revenue for the nine months ended
November 30, 2005 and we incurred a net loss for the nine months ended November
30, 2006 of $292,073, compared to a net loss of $56,862 for the same period in
2005. The increase in revenues but greater increase in net loss for 2006 was as
a result of increased expenses during the nine months ended November 30, 2006.
Gross profit for the nine months ended November 30, 2006 was $(745) compared to
$0 for the same period in 2005.

Our general and administrative costs for the nine months ended
November 30, 2006 were $84,902 compared to $12,312 for the nine months ended
November 30, 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 nine months ended November 30,
2006 were $42,530, compared to $41,896 for the nine months ended November 30,
2005.

Our business development costs for the nine months ended
November 30, 2006 were $49,557 and $0 for the nine months ended November 30,
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 nine months ended November 30, 2006
were $38,545 and $0 for the nine months ended November 30, 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 November 30, 2006, we had a working capital deficit of
($13,380). 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 ($416,692) from inception
on June 4, 2001 through November 30, 2006, we generated a deficit accumulated
during the development stage of $416,692. 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.

5

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We have generated revenues in this period, and realized a
negative cash flow from operations of $107,271 for the nine month period ended
November 30, 2006 compared to a negative cash flow from operations of $30,745
for the nine months ended November 30, 2005.

As of November 30, 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 November 30, 2006 were
$195,643 or $65,214 per month. We estimate that our expenses over the next 12
months (beginning February 2007) will be approximately as follows:

|What we must
      do and how we will do it                                              | Target
      completion date or,
      if not known, number of 
      months to complete | Our
      cost to 
      complete(US$)
|---------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | --------------------------------------
|Implement PIN
      program                                                              | February 15, 2007                                                                        | $5,000                                
|Integrate 1.6
      million new songs into database                                      | March
      1, 2007                                                                      | $10,000                               
|Development
      of various added features for 
      charitytunes.com websites         | March
      1, 2007                                                                      | $10,000                               
|Launch Party                                                                             | March
      2007                                                                         | $20,000                               
|Integrate 100,000
      tv programs and movies 
      into database                      | April
      1, 2007                                                                      | $10,000                               
|Implement Sale
      of Ringtones through mobile 
      carriers                         | June 1,
      2007                                                                       | $15,000                               
|Hardware purchases
      for digital storage                                             | September 2007                                                                           | $10,000                               
|Launch foreign
      language websites (Indian, 
      Chinese, German, Spanish, French) | September 2007                                                                           | $75,000                               
|Completion
      of more FanPro marketing tools                                         | September 2007                                                                           | $30,000                               
|Royalty advances
      delivery costs, music                                             | 12 months                                                                                | $100,000                              
|Royalty advances
      & delivery costs, movies                                          | 12 months                                                                                | $100,000                              
|Celebrity Spokesperson
      / Ambassadors                                               | 12 months                                                                                | $50,000                               
|Radio/Print/TV
      Marketing budget                                                    | 12 months                                                                                | $300,000                              
|Tradeshow budget                                                                         | 12 months                                                                                | $50,000                               
|Online search
      optimization                                                         | 12 months                                                                                | $10,000                               
|Publicist                                                                                | 12 months                                                                                | $50,000                               
|Promotional
      Merchandise                                                            | 12 months                                                                                | $10,000                               
|Sound Revolution
      record label                                                      | 12 months                                                                                | $50,000                               
|Travel                                                                                   | 12 months                                                                                | $20,000                               

6

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|Legal and
      Accounting                       | 12 months | $50,000   
|------------------------------------------------ | --------- | ----------
|Management/
      Director Fees                  | 12 months | $225,000  
|Corporate Communications and Investor            | 12 months | $500,000  
|Relations                                        |           |           
|General
      Administration and working capital | 12 months | $300,000  
|Total                                            |           | $2,000,000

As of November 30, 2006, we had cash equivalents of $1,330, and
we believe that we need approximately an additional $2,000,000 to meet our
capital requirements over the next 12 months. Our intention is to seek equity
financing from our existing shareholders and from friends or family of our
officers and directors through private placements. We intend to seek additional
financing of 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.

We will continue to engage outside contractors and consultants
who are willing to be paid in stock rather than cash. Expenses incurred which
cannot be paid in stock, such as Auditors fees, will be paid through cash. If
the cash in our account is insufficient to cover our Auditor fees, we will cover
our expenses by accessing loans from Bacchus 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. 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 January 12, 2007.

7

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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 January 12, 2007, 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 November 30, 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 November
30, 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 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, 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

8

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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.

Item 5. Other Information.

9

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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: | January 16, 2007 | SOUND REVOLUTION INC.
|----- | ---------------- | ---------------------
|      |                  | (Registrant)         
|      |                  |                      
|      |                  | By:                  
|      |                  |                      
|      |                  |                      
|      |                  |                      
|      |                  |                      

10

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