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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, 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 May 31, 2005

 ̈  TRANSITION
  REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT 
  For the transition period from _________ to _________

Commission File Number: 333 - 118398

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

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

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

(604) 780-3914
  Issuer’s telephone number

3955 Graveley Street, Burnaby, British Columbia, Canada
  V6C3T4
  Former name, former address, and former fiscal year, if changed since last report

Check whether the registrant
  (1) filed all reports required to be filed by sections 13 or 15(d) of the Exchange
  Act
  during the past 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has
  been subject to such filing requirements for the past 90 days. Yes  x     No
  o

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of July 15, 2005, the registrant’s outstanding common stock consisted of 10,353,161 shares.

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

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Table of Contents

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

2

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PART I - FINANCIAL INFORMATION

Safe Harbor Statement

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

Item 1. Financial Statements.

3

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

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

|ASSETS                                                 |  
|------------------------------------------------------ | -
|                                                       |  
|Current Assets                                         |  
|Cash                                                   | $
|Prepaid expenses                                       |  
|                                                       |  
|Total current assets                                   |  
|                                                       |  
|Office Equipment, net                                  |  
|                                                       |  
|Music Rights                                           |  
|                                                       |  
|                                                       | $
|                                                       |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         |  
|                                                       |  
|Current Liabilities                                    |  
|Accounts payable
      and accrued expenses            | $
|Note payable to stockholder, current portion           |  
|Accrued interest
      due to stockholder              |  
|                                                       |  
|Total current liabilities                              |  
|                                                       |  
|Note Payable to Stockholder, less current portion      |  
|                                                       |  
|Stockholders' Equity (Deficit)                         |  
|Common stock, $.0001 par value, 80,000,000 shares      |  
|authorized; 10,269,814 shares issued and outstanding   |  
|Additional paid-in capital                             |  
|Deficit accumulated
      during the development stage |  
|Accumulated other
      comprehensive income           |  
|                                                       |  
|                                                       |  
|                                                       |  
|                                                       | $

See Notes to Consolidated Financial Statements 
  F-1

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SOUNDREVOLUTION,INC. ANDSUBSIDIARY
  (A Development Stage Company)

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

|                                                   |   |                          |   |   |              |   |   | Cumulative  |  
|-------------------------------------------------- | - | ------------------------ | - | - | ------------ | - | - | ----------- | -
|                                                   |   | Three-Month Period Ended |   |   | During the   |  
|                                                   |   |                          |   |   |              |   |   | Development |  
|                                                   |   | May 31, 2005             |   |   | May 31, 2004 |   |   | Stage       |  
|                                                   |   |                          |   |   |              |   |   |             |  
|Sales                                              | $ | -                        |   | $ | -            |   | $ | 4,117       |  
|Cost of sales                                      |   |                          |   |   |              |   |   | 4,169       |  
|                                                   |   |                          |   |   |              |   |   |             |  
|Gross margin                                       |   | -                        |   |   | -            |   |   | (52         | )
|                                                   |   |                          |   |   |              |   |   |             |  
|Expenses                                           |   |                          |   |   |              |   |   |             |  
|Marketing                                          |   | 88                       |   |   | 191          |   |   | 7,962       |  
|Professional fees                                  |   | 6,502                    |   |   | 5,914        |   |   | 36,724      |  
|Research and development                           |   |                          |   |   |              |   |   | 2,990       |  
|General and administrative                         |   | 4,898                    |   |   | 1,132        |   |   | 19,026      |  
|Interest expense                                   |   | 574                      |   |   |              |   |   | 2,236       |  
|                                                   |   |                          |   |   |              |   |   |             |  
|Total expenses                                     |   | 12,062                   |   |   | 7,237        |   |   | 68,938      |  
|                                                   |   |                          |   |   |              |   |   |             |  
|Net loss                                           | $ | (12,062                  | ) | $ | (7,237       | ) | $ | (68,990     | )
|                                                   |   |                          |   |   |              |   |   |             |  
|Net loss per common share (basic and               |   |                          |   |   |              |   |   |             |  
|fully diluted)                                     | $ | -                        |   | $ | -            |   |   |             |  
|                                                   |   |                          |   |   |              |   |   |             |  
|Weighted average number of common                  |   |                          |   |   |              |   |   |             |  
|shares outstanding
      (basic and fully diluted) |   | 10,269,814               |   |   | 10,007,000   |   |   |             |  

See Notes to Consolidated Financial Statements 
  F-2

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SOUNDREVOLUTION,INC. ANDSUBSIDIARY
  (A Development Stage Company)

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

|                                              |   |                          |   |   |              |   |   | Cumulative  |  
|--------------------------------------------- | - | ------------------------ | - | - | ------------ | - | - | ----------- | -
|                                              |   | Three-Month Period Ended |   |   | During the   |  
|                                              |   |                          |   |   |              |   |   | Development |  
|                                              |   | May 31, 2005             |   |   | May 31, 2004 |   |   | Stage       |  
|                                              |   |                          |   |   |              |   |   |             |  
|Net loss                                      | $ | (12,062                  | ) | $ | (7,237       | ) | $ | (68,990     | )
|                                              |   |                          |   |   |              |   |   |             |  
|Other comprehensive income (loss)             |   |                          |   |   |              |   |   |             |  
|Foreign currency translation
      adjustment |   | (51                      | ) |   | 161          |   |   | 304         |  
|                                              |   |                          |   |   |              |   |   |             |  
|Comprehensive loss                            | $ | (12,113                  | ) | $ | (7,076       | ) | $ | (68,686     | )

See Notes to Consolidated Financial Statements 
  F-3

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SOUNDREVOLUTION,INC. ANDSUBSIDIARY
  (A Development Stage Company)

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

|                                                    |              |  |   |         |  |   |             |  |   | Deficit     |   |   |            |   |   |         |  
|--------------------------------------------------- | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | ---------- | - | - | ------- | -
|                                                    |              |  |   |         |  |   |             |  |   | Accumulated |   |   | Foreign    |   |   |         |  
|                                                    |              |  |   |         |  |   | Additional  |  |   | During the  |   |   | Currency   |   |   |         |  
|                                                    | Common Stock |  |   | Paid-in |  |   | Development |  |   | Translation |   |   |            |  
|                                                    | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage       |   |   | Adjustment |   |   | Total   |  
|Issuance of common stock for cash:                  |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|June 15, 2001                                       | 8,000,000    |  | $ | 800     |  | $ | -           |  | $ | -           |   | $ | -          |   | $ | 800     |  
|June 27, 2001                                       | 2,000,000    |  |   | 200     |  |   | 7,054       |  |   |             |   |   |            |   |   | 7,254   |  
|August 31, 2001                                     | 7,000        |  |   | 1       |  |   | 904         |  |   |             |   |   |            |   |   | 905     |  
|Translation adjustment                              |              |  |   |         |  |   |             |  |   |             |   |   | (659       | ) |   | (659    | )
|Net loss for period                                 |              |  |   |         |  |   |             |  |   | (8,692      | ) |   |            |   |   | (8,692  | )
|                                                    |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|Balances, February 28, 2002                         | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (8,692      | ) |   | (659       | ) |   | (392    | )
|Translation adjustment                              |              |  |   |         |  |   |             |  |   |             |   |   | (137       | ) |   | (137    | )
|Net loss for year                                   |              |  |   |         |  |   |             |  |   | (2,636      | ) |   |            |   |   | (2,636  | )
|                                                    |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|Balances, February 28, 2003                         | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (11,328     | ) |   | (796       | ) |   | (3,165  | )
|Translation adjustment                              |              |  |   |         |  |   |             |  |   |             |   |   | (437       | ) |   | (437    | )
|Net loss for year                                   |              |  |   |         |  |   |             |  |   | (1,632      | ) |   |            |   |   | (1,632  | )
|                                                    |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|Balances, February 29, 2004                         | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (12,960     | ) |   | (1,233     | ) |   | (5,234  | )
|                                                    |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|Issuance of common stock for cash:                  |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   | -       |  
|July 2004                                           | 248,314      |  |   | 25      |  |   | 49,638      |  |   |             |   |   |            |   |   | 49,663  |  
|Issuance of common stock for professional services: |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   | -       |  
|July 2004                                           | 14,500       |  |   | 1       |  |   | 2,899       |  |   |             |   |   |            |   |   | 2,900   |  
|Translation adjustment                              |              |  |   |         |  |   |             |  |   |             |   |   | 1,588      |   |   | 1,588   |  
|Net loss for year                                   |              |  |   |         |  |   |             |  |   | (43,968     | ) |   |            |   |   | (43,968 | )
|                                                    |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|Balances, February 28, 2005                         | 10,269,814   |  |   | 1,027   |  |   | 60,495      |  |   | (56,928     | ) |   | 355        |   |   | 4,949   |  
|Translation adjustment                              |              |  |   |         |  |   |             |  |   |             |   |   | (51        | ) |   | (51     | )
|Net loss for the period                             |              |  |   |         |  |   |             |  |   | (12,062     | ) |   |            |   |   | (12,062 | )
|                                                    |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|Balances, May 31, 2005                              | 10,269,814   |  | $ | 1,027   |  | $ | 60,495      |  | $ | (68,990     | ) | $ | 304        |   | $ | (7,164  | )

See Notes to Consolidated Financial Statements 
  F-4

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

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

|                                                         |   |              |   |   |              |   |   | Cumulative  |  
|-------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------- | -
|                                                         |   |              |   |   |              |   |   | During the  |  
|                                                         |   |              |   |   |              |   |   | Development |  
|                                                         |   | May 31, 2005 |   |   | May 31, 2004 |   |   | Stage       |  
|                                                         |   |              |   |   |              |   |   |             |  
|Cash Flows from Operating Activities                     |   |              |   |   |              |   |   |             |  
|Net loss for period                                      | $ | (12,062      | ) | $ | (7,237       | ) | $ | (68,990     | )
|Depreciation expense                                     |   | 30           |   |   |              |   |   | 173         |  
|Issuance of common stock for
      professional services |   |              |   |   |              |   |   | 2,900       |  
|Adjustment to reconcile net
      loss for period        |   |              |   |   |              |   |   |             |  
|to net cash used in operating activities                 |   |              |   |   |              |   |   |             |  
|(Increase) decrease in prepaid expenses                  |   | 48           |   |   |              |   |   | (3,025      | )
|Increase in accounts payable and accrued expenses        |   | 6,500        |   |   |              |   |   | 6,500       |  
|Increase in accrued interest due to stockholder          |   | 562          |   |   |              |   |   | 1,142       |  
|                                                         |   |              |   |   |              |   |   |             |  
|Net cash used
      in operating                         |   |              |   |   |              |   |   |             |  
|activities                                               |   | (4,922       | ) |   | (7,237       | ) |   | (61,300     | )
|                                                         |   |              |   |   |              |   |   |             |  
|Cash Flows from Investing Activities                     |   |              |   |   |              |   |   |             |  
|Purchase of music rights                                 |   |              |   |   |              |   |   | (298        | )
|Purchase of office equipment                             |   |              |   |   |              |   |   | (1,796      | )
|                                                         |   |              |   |   |              |   |   |             |  
|Net cash used
      in investing activities              |   | -            |   |   | -            |   |   | (2,094      | )
|                                                         |   |              |   |   |              |   |   |             |  
|Cash Flows from Financing Activities                     |   |              |   |   |              |   |   |             |  
|Issuance of common stock for
      cash                  |   |              |   |   |              |   |   | 58,622      |  
|Net borrowing (repayment) from
      stockholder         |   | (7,395       | ) |   | 9,258        |   |   | 15,277      |  
|                                                         |   |              |   |   |              |   |   |             |  
|Net cash provided
      by (used in) financing           |   |              |   |   |              |   |   |             |  
|activities                                               |   | (7,395       | ) |   | 9,258        |   |   | 73,899      |  
|                                                         |   |              |   |   |              |   |   |             |  
|Foreign exchange
      effect on cash                    |   | (20          | ) |   | 166          |   |   | 315         |  
|                                                         |   |              |   |   |              |   |   |             |  
|Net increase
      (decrease) in cash                    |   | (12,337      | ) |   | 2,187        |   |   | 10,820      |  
|                                                         |   |              |   |   |              |   |   |             |  
|Cash, beginning of period                                |   | 23,157       |   |   | 79           |   |   | -           |  
|                                                         |   |              |   |   |              |   |   |             |  
|Cash, end of period                                      | $ | 10,820       |   | $ | 2,266        |   | $ | 10,820      |  
|                                                         |   |              |   |   |              |   |   |             |  
|Supplemental Cash Flow Information                       |   |              |   |   |              |   |   |             |  
|Cash paid for interest                                   | $ | -            |   | $ | -            |   | $ | 1,082       |  
|Cash paid for income tax                                 | $ | -            |   | $ | -            |   | $ | -           |  

See Notes to Consolidated Financial Statements 
  F-5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. The Company and Summary of Significant Accounting
  Policies

The Company

Sound Revolution, Inc. (the "Company"), was incorporated under
  the laws of the State of Delaware. The Company is planning to pursue the business
  of providing tools and services for music distribution and promotion, and is
  currently designing a website for this purpose. The Company has a wholly-owned
  subsidiary, Sound Revolution Recordings, Inc., which was incorporated in British
  Columbia, Canada, on June 20, 2001, for the purpose of carrying on music marketing
  services in British Columbia.

Principles of Consolidation

The accompanying consolidated financial statements are stated
  in U.S. dollars and include the accounts of the Company and its wholly-owned
  subsidiary, Sound Revolution Recordings, Inc. All intercompany accounts and
  transactions have been eliminated.

Going Concern

As shown in the financial statements, the Company is in the
  development stage and has not yet generated significant revenues from its intended
  business activities. The Company has incurred losses since inception resulting
  in an accumulated deficit of $68,990 at May 31, 2005, and has used cash
  of $61,300 in operating activities since inception. These factors raise
  substantial doubt about the Company's ability to continue as a going concern.

The Company will need additional working capital to continue
  or to be successful in any future business activities. Therefore, continuation
  of the Company as a going concern is dependent upon obtaining the additional
  working capital necessary to accomplish its objective.

The Company expects that its cash requirements over the next
  12 months will not exceed $1,200,000. A company controlled by the Company's
  majority stockholder and CEO has agreed to loan the Company up to $70,000
  ($15,277 has been drawn through May 31, 2005) to meet some of its capital
  requirements for that period. To meet the balance of its capital requirements,
  and for working capital beyond 12 months, the Company plans to generate cash
  from the sale of stock to the public and to existing stockholders. When possible,
  the Company plans to issue stock for professional services it may require.

F-6

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

Interim Period Consolidated Financial Statements

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

Note 2. Related Party Transactions

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

Note 3. Subsequent Event

Subsequent to quarter end, the Company issued a total of 83,347
  shares for consulting and other services for a total value of $25,004.

Additionally, in June 2005 the Company incorporated Charity
  Tunes, Inc. as a wholly-owned subsidiary.

F-7

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Item 2. Management’sDiscussion and Analysis
  or Plan of Operation

Overview

Sound Revolution Inc. (“Sound Revolution”) is
  a development stage company and our efforts have been principally devoted to
  developing a website through which we intend to sell digital music downloads,
  and 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
  developing of its products and establishing a profitable market for Sound Revolution's
  products and additional equity investment in Sound Revolution. Sound Revolution
  is currently developing website charitytunes.com through several third party
  contractors, and our plan is to have the site completed by the fall of 2005.
  We have acquired the rights to sell a catalogue of over 6,000 songs in various
  genres, and we intend to continue entering into agreements with music rights
  owners to distribute their songs online. One of the features we are building
  into our website charitytunes.com, is an automated feature that allows musicians
  to agree to our digital distribution agreement and upload their music to us
  via the Internet. We still need to enter into agreements for the participation
  of charities for our business plan to work. Our plans are to have our website
  www.charitytunes.com fully functioning with a good selection of digital music
  for sale and the participation of several charities to assist us in marketing
  the website by the end of 2005. We have incorporated a Delaware company, Charity
  Tunes Inc., and our intention is to transfer all of our assets relating to charitytunes.com
  to Charity Tunes Inc. Management is considering spinning Charity Tunes Inc.
  off as a separate company through a declaration of dividends of Charity Tunes
  Inc. shares to Sound Revolution shareholders. If this were to happen, the operations
  of Charity Tunes Inc. would no longer be part of our company.

In order to improve Sound Revolution's liquidity, Sound Revolution
  intends to consider a reorganization of its corporate structure and pursue additional
  equity financing through discussion with investment bankers and private investors.
  Sound Revolution is also actively seeking acquisitions of businesses that will
  add value to Sound Revolution or Charity Tunes Inc. There can be no assurance
  Sound Revolution will be successful in its efforts to secure additional equity
  financing. If Sound Revolution is unable to raise equity or obtain alternative
  financing, Sound Revolution may not be able to continue operations with respect
  to the continued development and launch of its website charitytunes.com, or
  the development of its fan management software and we may have to cease development
  activities.

4

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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.

Results of Operations

REVENUES

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

COST OF SALES

There were no cost of sales of the three months ended May
  31, 2005, or for the three months ended May 31, 2004.

EXPENSES

The major components of our expenses for the three months
  ended May 31, 2005 are marketing fees of $88 consisting of website hosting
  fees, professional fees of $6,502 for director fees and fees for our annual
  audit, no research and development expenses, general and administrative expenses
  of $4,898, which include telephone fees, couriers, office supplies and approximately
  $162 U.S. dollars ($200 Canadian) monthly for rent, and interest expense
  of $574. Our total expenses for the period were $12,062, an increase
  of $4,825 from the three month period ended May 31, 2004. The difference
  is mainly attributable to an increase in our general and administrative costs
  in the most recent quarter. In the three month period ended May 31, 2004 our
  marketing fees were $191, our professional fees were $5,914, mostly
  for auditor fees, and our general and administrative expenses were $1,132.

NET LOSSES

Net loss for the three months ended May 31, 2005 was $12,062
  and loss per share was $0.00 compared to a net loss of $7,237 and loss
  per share of $0.00 for the three months

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ended May 31, 2004. The increase in losses was primarily due
  to an increase in general and administrative expenses. Our cumulative net losses
  from June 4, 2001, our date of inception, to May 31, 2005 was $68,990.

LIQUIDITY AND CAPITAL RESOURCES

As of May 31, 2005, we had working capital of $5,203.
  We intend to continue to make financial investments in marketing, digital music
  rights acquisitions, technology and website development. Sound Revolution expects
  to incur substantial losses over the next year.

We have been contacting charities and other companies to build
  marketing alliances. Also, we have been searching for acquisitions to increase
  the value of Sound Revolution. We registered 5,000,000 shares on an S-8 plan
  and we intend to issue some of these shares to consultants for various services
  over the next year.

As a result of Sound Revolution's operating loss of $68,990
  from its inception on June 4, 2001 through May 31, 2005, Sound Revolution generated
  a deficit accumulated during the development stage of $68,990. Sound Revolution
  met its cash requirements during this period through the receipt of $15,277
  of cash advanced by Bacchus Entertainment Ltd. (“Bacchus”), a company
  100% owned by Penny Green, Sound Revolution's President, as well as $58,622
  received in exchange for the sales of Sound Revolution's common stock in private
  placements.

We have not generated significant revenue in any period to
  carry our costs of operations, realizing a negative cash flow of $12,337
  for the three months ended May 31, 2005 compared to a positive cash flow of
  $2,187 for the three months ended May 31, 2004. We have derived our liquidity
  in the three months ended May 31, 2005 principally from money we raised previously.
  Our cash decreased by $12,337 during the three months ended May 31, 2005,
  due to expenses and $7,395 paid to Bacchus to decrease the amount of Bacchus’
  loan to Sound Revolution.

As of May 31, 2005, we had received loans from Bacchus, a
  company owned by Penny Green, our President and Chief Executive Officer, totaling
  $15,277.

On August 31, 2004, Penny Green, Sound Revolution and Bacchus
  entered into an agreement, whereby the parties agreed that the net amount of
  monies borrowed by Sound Revolution from Penny Green and Bacchus would all convert
  to a loan owed by Sound Revolution to Bacchus and that Bacchus would make further
  loans to Sound Revolution from time to time as requested by Sound Revolution
  up to an aggregate amount of $70,000, so long as the request was made prior
  to August 31, 2006. It was also agreed that interest would accrue on any outstanding
  balance at an annual rate of 10% beginning on September 1, 2004. Pursuant to
  the monies received by Sound Revolution and the loan agreement signed on May
  31, 2005, the total amount of monies owed by Sound Revolution to Bacchus as
  of May 31, 2005 was $15,277. Copies of the loan agreement and its addendum
  are included as Exhibits 10.4 and 10.5.

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Our losses for the three month period ended May 31, 2005 were
  $12,062 or $4,021 per month. We estimate that our expenses over the
  next 12 months will be approximately $1,132,000 as follows:

$20,000 for continued development of our website
  charitytunes.com 
  $50,000 in auditor and legal fees $12,000 in director's fees 
  $100,000 general administration expenses 
  $100,000 in marketing fees
  $300,000 in consulting fees relating to promotion and marketing of our website,
  charitytunes.com 
  $100,000 in consulting fees relating to the continued development of charitytunes.com
  through music acquisitions and alliances 
  $20,000 in music acquisition fees for charitytunes.com 
  $350,000 in consulting fees for various other management or consulting services
  
  $80,000 in market research costs

As of May 31, 2005, we had cash of $10,820, and we believe
  that we need approximately an additional $1,122,000 to meet our capital
  requirements over the next 12 months. Our intention is to seek equity financing
  from our existing shareholders and from friends or family of our officers and
  directors through private placements. Once phase one of our website charitytunes.com
  is complete, we intend to seek financing of between $500,000 and $1,000,000
  to complete and launch our products into the market.

We also intend to seek consultants willing to accept our common
  stock as partial or full consideration for services.

Sound Revolution will continue to engage outside contractors
  and consultants who are willing to be paid in stock rather than cash. Expenses
  incurred which cannot be paid in stock, such as auditor’s fees, will be
  paid through cash. If the cash in our account is insufficient to cover our auditor
  fees, we will cover our expenses by accessing loans from Bacchus through our
  loan agreement signed on May 31, 2005, or by seeking financing through equity
  placements. If Sound Revolution is unable to raise necessary capital to meet
  its capital requirements, Sound Revolution may not be able to pay its internet
  hosting fees, which may mean Sound Revolution's website and digital music may
  never become available to the public, and Sound Revolution may not be able to
  pay its auditor which could result in a failure to comply with accounting disclosure
  requirements.

As Sound Revolution expands in the future, and once our products
  are ready for distribution, Sound Revolution will incur additional costs for
  personnel. In order for Sound Revolution to attract and retain quality personnel,
  management anticipates it will need to offer competitive salaries, issue common
  stock to consultants and employees, and grant Sound Revolution stock options
  to future employees. We anticipate that we will need approximately $600,000
  per year beginning in 2006 to pay salaries to employees or consultants in working
  in the areas of marketing, sales and accounting.

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

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

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

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

Sound Revolution, through its wholly owned subsidiary Charity
  Tunes Inc. (incorporated in June, 2005), intends to continue negotiating with
  owners of digital music rights to obtain digital licensing rights to music.
  We anticipate that these agreements will require us to make an initial payment
  to the digital music rights owner in order to secure the music rights. Further,
  we anticipate that these agreements will require us to pay to owners of the
  music as much as 50% of our net profits as a royalty on the sale of their songs.
  Our goal is to acquire 5,000 songs over the next 12 months. If we are successful
  in concluding music licensing agreements for 5,000 songs, we anticipate that
  the initial costs to us will be in the range of $2,000 to $20,000. We
  are obligated to make a payment of $2200 by July 31, 2005 to complete our
  advance royalty payment pursuant to our agreement with David Hersk and Associates
  for the rights to distribution digitally a library of approximately 6,664 sound
  recordings.

Pursuant to our agreement with Gravit-e Technologies Inc.
  for the development of all programming elements for charitytunes.com, we are
  obligated to make payments of approximately $6,800 over the next three months.
  If are programming development activities increase as we anticipate, then we
  expect there will be a moderate increase in our administrative and accounting
  costs. All of these factors may have an adverse effect on our liquidity during
  the next 12 months. Other than the development of our software and music licensing,
  we also intend to hire several business development consultants and one publicist
  to assist us in launching charitytunes.com during the next 12 months.

As of July 12, 2005, Sound Revolution has no off balance sheet
  transactions that have or are reasonably likely to have a current or future
  effect on our financial condition, changes in financial condition, revenues
  or expenses, results of operations, liquidity, capital expenditures or capital
  resources.

We believe that the above discussion contains a number of
  forward-looking statements. Our actual results and our actual plan of operations
  may differ materially from what is stated above. Factors which may cause our
  actual results or our actual plan of operations

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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.

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 May 31, 2005. Based on this evaluation, Sound Revolution’s
  Chief Financial Officer and Chief Executive Officer concluded that Sound Revolution’s
  disclosure controls and procedures are effective for gathering, analyzing and
  disclosing the information Sound Revolution is required to disclose in the reports
  it files under the Securities Exchange Act of 1934, within the time periods
  specified in the SEC’s rules and forms. Such evaluation did not identify
  any change in Sound Revolution’s internal control over financial reporting
  that occurred during the quarter ended May 31, 2005 that has materially affected
  or is reasonably likely to materially affect Sound Revolution’s internal
  control over financial reporting. Disclosure controls and procedures are controls
  and other procedures that are designed to ensure that information required to
  be disclosed in our reports filed or submitted under the Exchange Act is recorded,
  processed, summarized and reported, within the time periods specified in the
  Securities and Exchange Commission's rules and forms.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant's board of directors, management and other personnel,
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles and includes those policies and
  procedures that:

|(1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted    

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|    | 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 involving 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 pending or 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.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

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

(b) Reports on Form 8-K:

SOFTWARE DEVELOPMENT AGREEMENT

On May 3, 2005, the Company’s subsidiary, Sound Revolution
  Recordings Inc. entered into an agreement with Gravit-e Technologies Inc. (“Gravit-e”)
  for the development of the Company’s charitytunes.com website, including
  custom development, standard application hosting and necessary hardware purchases
  (the “Agreement”). The total cost for the site will be approximately
  $9,300, and half of the fees may be payable in the Company’s stock.
  The Company shall have exclusive ownership and copyright for source code for
  any applications or modules which are entirely custom developed by Gravit-e
  for the Company.

The Agreement requires development of the website so that
  charitytunes.com can make music available for sale online, as well as provide
  a portal to information on artists who are featured on the site. The site will
  also allow for partial proceeds from each sale to be donated to charitable causes.
  The site will include an artist database, which will allow artists and artist’s
  managers to self-manage their music, pictures and bio information, as well as
  a song database and a charity database. The Agreement also requires development
  by Gravit-e of a Charity Tunes engine which will allow users to log in and listen
  to previews of songs, purchase songs in customized combinations or pre-set packages,
  purchase monthly subscriptions to songs, make gift purchases, and rate and post
  reviews on songs. Other functions of the site are to include tracking and reporting
  functions for artists and charities as well as mailing list sign-up and email
  broadcast capabilities and functions which will allow the Company’s management
  to view orders and account

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balances for purchasers, artists and charities. The Agreement
  estimates that the development of the site will take three months, including
  beta testing.

RESIGNATION OF CHIEF EXECUTIVE OFFICER

On May 30, 2005, Heather Remillard resigned as Director, President
  and Chief Executive Officer of the Company.

Penny Green, the Chairman and Chief Financial Officer of the
  Company, was appointed to serve as President and Chief Executive Officer, effective
  June 1, 2005 following Ms. Remillard’s resignation. Penny Green, 33, founded
  the Company in 2001and has served as Chairman, since 2001 and Chief Financial
  Officer since August, 2004. Ms. Green served as President and Chief Executive
  Officer from June, 2001 to March, 2004. Ms. Green has worked in various aspects
  of the entertainment industry for over 8 years. From October, 2000 to April,
  2004, Ms. Green was Director, President and Chief Executive Officer of Mediatelevision.tv,
  Inc. (formerly OTC.BB.MTVI), which was in the business of developing original
  streaming media shows for the Internet. Ms. Green worked as VP, Business Development
  of Angelaudio.com, Inc. (formerly OTC.BB.AADC), an online music distribution
  company, from May, 2000 to September, 2000. She has been practicing law and
  has been a member in good standing with the Law Society of British Columbia
  since 1996.

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: | July 15, 2005 | SOUND REVOLUTION INC.
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|      |               | (Registrant)         
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|      |               | By:                  
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