---

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 **May 31, 2007**

[   ]   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                        | 98-0540536                
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|incorporation or organization)  |                           

1187 Brimley Road, Toronto, Ontario, Canada M1P
3G5(Address of principal executive offices)

(416) 271.9695Issuers telephone
number

1511 West 40thAvenue, Vancouver, British Columbia, Canada V6M 1V7Former
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

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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 July 16, 2007, the registrants outstanding common stock
consisted of 10,820,877 shares.

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

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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    | 11                                                       
|                               |                                                          
|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.

1

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Sound Revolution, Inc. 
  (A Development Stage Company)

May 31, 2007

|                                                       | Index
|------------------------------------------------------ | -----
|                                                       |      
|Consolidated Balance Sheet                             | F-1  
|                                                       |      
|Consolidated Statements of Operations                  | F-2  
|                                                       |      
|Consolidated Statements of Comprehensive Income (Loss) | F-3  
|                                                       |      
|Consolidated Statements of Stockholders Equity         | F-4  
|                                                       |      
|Consolidated Statements of Cash Flows                  | F-5  
|                                                       |      
|Notes to the Consolidated Financial Statements         | F-6  

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

|                                                              |   | May 31,  |  
|------------------------------------------------------------- | - | -------- | -
|                                                              |   | 2007     |  
|ASSETS                                                        |   |          |  
|Current Assets                                                |   |          |  
|Cash                                                          | $ | 11,339   |  
|Prepaid
      expenses                                        |   | 37,404   |  
|Total Current Assets                                          |   | 48,743   |  
|Investment (Note 2)                                           |   | 10,000   |  
|Property and Equipment (Note 3)                               |   | 12,194   |  
|Web Site Development Costs (Note 3)                           |   | 6,988    |  
|Music Rights                                                  |   | 342      |  
|Total Assets                                                  | $ | 78,267   |  
|                                                              |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                |   |          |  
|Current Liabilities                                           |   |          |  
|Accounts payable and accrued expenses                         | $ | 67,012   |  
|Accrued interest due to stockholder                           |   | 34,079   |  
|Note
      payable to stockholder                             |   | 295,904  |  
|Total Current Liabilities                                     |   | 396,995  |  
|Contingencies (Note 1)                                        |   |          |  
|Stockholders Equity (Deficit)                                |   |          |  
|Common Stock: 80,000,000 shares authorized, $0.0001 par value |   |          |  
|10,788,846 shares issued and outstanding                      |   | 1,077    |  
|Additional Paid-in Capital                                    |   | 346,154  |  
|Accumulated Other Comprehensive Loss                          |   | 1,663    |  
|Deficit Accumulated
      During the Development Stage        |   | (667,622 | )
|Total Stockholders Equity (Deficit)                          |   | (318,728 | )
|Total Liabilities
      and Stockholders Equity (Deficit)    | $ | 78,267   |  

F-1

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

---

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

|                                                    |   | For the      |   |   | For the      |   |   | Accumulated From    |  
|--------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                    |   | Three Month  |   |   | Three Month  |   |   | June 4, 2001        |  
|                                                    |   | Period Ended |   |   | Period Ended |   |   | (Date of Inception) |  
|                                                    |   | May 31,      |   |   | May 31,      |   |   | to May 31,          |  
|                                                    |   | 2007         |   |   | 2006         |   |   | 2007                |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Sales                                               | $ | 86           |   | $ | 9            |   | $ | 4,561               |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Cost of Sales                                       |   | 468          |   |   | 408          |   |   | 6,154               |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Gross Margin                                        |   | (382         | ) |   | (399         | ) |   | (1,593              | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Expenses                                            |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Directors fees                                      |   | 5,323        |   |   |             |   |   | 12,354              |  
|Marketing                                           |   |             |   |   |             |   |   | 8,177               |  
|Management fees                                     |   | 15,900       |   |   | 970          |   |   | 79,081              |  
|Professional fees                                   |   | 7,351        |   |   | 11,695       |   |   | 132,894             |  
|Research and development                            |   | 30,273       |   |   |             |   |   | 107,188             |  
|Share based compensation                            |   | 25,670       |   |   |             |   |   | 118,477             |  
|General and administrative                          |   | 33,587       |   |   | 6,953        |   |   | 172,881             |  
|Interest expense                                    |   | 7,457        |   |   | 1,383        |   |   | 35,050              |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Total Expenses                                      |   | 125,561      |   |   | 21,001       |   |   | 666,102             |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Operating Loss                                      |   | (125,943     | ) |   | (21,400      | ) |   | (667,695            | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Other Income                                        |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Gain on issue by subsidiary of its
      own shares |   |              |   |   |              |   |   |                     |  
|outside
      the consolidated group                |   | 3            |   |   |             |   |   | 3                   |  
|Non-controlling interest                            |   | 70           |   |   |             |   |   | 70                  |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Net Loss                                            | $ | (125,870     | ) | $ | (21,400      | ) | $ | (667,622            | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Net Loss Per Share
       Basic and Diluted        | $ | (.01         | ) | $ |             |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Weighted Average Shares
      Outstanding           |   | 10,720,368   |   |   | 10,379,000   |   |   |                     |  

F-2

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

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

|                                              |   |               |   |   |               |   |   | Accumulated From |  
|--------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ---------------- | -
|                                              |   | For the Three |   |   | For the Three |   |   | June 4, 2001     |  
|                                              |   | Month Period  |   |   | Month Period  |   |   | (Date of         |  
|                                              |   | Ended         |   |   | Ended         |   |   | Inception)       |  
|                                              |   | May 31,       |   |   | May 31,       |   |   | to May 31,       |  
|                                              |   | 2007          |   |   | 2006          |   |   | 2007             |  
|Net Loss                                      | $ | (125,870      | ) | $ | (21,400       | ) | $ | (667,622         | )
|Other comprehensive income (loss)             |   |               |   |   |               |   |   |                  |  
|Foreign currency translation
      adjustment |   | 240           |   |   | (2,210        | ) |   | 1,663            |  
|Comprehensive Loss                            | $ | (125,630      | ) | $ | (23,610       | ) | $ | (665,959         | )

F-3

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

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Sound Revolution, Inc. 
  (A Development Stage Company) 
  Consolidated Statements of Stockholders Equity (Deficit) 
  For the Period ended May 31, 2007 
  (Expressed in US Dollars) 
  (Unaudited)

Deficit
      
      
      AccumulatedAccumulated
      
      
      OtherAdditional
      
      
      During the
      
      
      ComprehensiveCommon
      
      
      Stock
      
      
      Paid-in
      
      
      Development
      
      
      IncomeShares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      (Loss)
      
      
      Total#
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $Balance  February 28, 2007
      
      10,638,846
      
      
      1,062
      
      
      297,999
      
      
      (541,752
      )
      
      1,423
      
      
      (241,268
      )Issuance of common stock inApril, 2007 in exchange formanagement services
      
      150,000
      
      
      15
      
      
      22,485
      
      
      
      
      
      
      
      
      22,500Issuance of stock options inMarch, 2007 in
        exchange formanagement services
      
      
      
      
      
      
      
      18,270
      
      
      
      
      
      
      
      
      18,270Issuance of stock options inMay, 2007 in exchange fordirectors fees
      
      
      
      
      
      
      
      7,400
      
      
      
      
      
      
      
      
      7,400Foreign currency translation
      
      
      
      
      
      
      
      
      
      
      
      
      
      240
      
      
      240Net loss for the period
      
      
      
      
      
      
      
      
      
      
      (125,870
      )
      
      
      
      
      (125,870
      )Balance 
        May 31, 2007
      
      10,788,846
      
      
      1,077
      
      
      346,154
      
      
      (667,622
      )
      
      1,663
      
      
      (318,728
      )


F-4

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

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

|                                                    |   | For the      |   |   | For the      |   |   | Accumulated From    |  
|--------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                    |   | Three Month  |   |   | Three Month  |   |   | June 4, 2001        |  
|                                                    |   | Period Ended |   |   | Period Ended |   |   | (Date of Inception) |  
|                                                    |   | May 31,      |   |   | May 31,      |   |   | to May 31,          |  
|                                                    |   | 2007         |   |   | 2006         |   |   | 2007                |  
|                                                    |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Operating Activities                                |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Net loss for the period                             | $ | (125,870     | ) | $ | (21,400      | ) | $ | (667,622            | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Adjustments to reconcile net loss
      to net cash |   |              |   |   |              |   |   |                     |  
|used in operating activities                        |   |              |   |   |              |   |   |                     |  
|Depreciation and
      amortization expense         |   | 5,430        |   |   | 1,904        |   |   | 23,164              |  
|Shares issued for services                          |   | 22,500       |   |   | 5,250        |   |   | 150,573             |  
|Stock options issued
      in exchange for services |   | 25,670       |   |   |             |   |   | 118,477             |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Change in operating assets and
      liabilities    |   |              |   |   |              |   |   |                     |  
|Prepaid expenses and other                          |   | (8,351       | ) |   | (420         | ) |   | (37,404             | )
|Accounts payable
      and accrued expenses         |   | 6,142        |   |   | 10,490       |   |   | 63,671              |  
|Accrued interest due to stockholder                 |   | 7,458        |   |   | 1,579        |   |   | 34,079              |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Net Cash Used In Operating
      Activities         |   | (67,021      | ) |   | (2,597       | ) |   | (315,062            | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Investing Activities                                |   |              |   |   |              |   |   |                     |  
|Purchase of music
      rights                      |   |             |   |   |             |   |   | (291                | )
|Purchase of office equipment                        |   |             |   |   |             |   |   | (14,794             | )
|Web site development
      costs                    |   |             |   |   | (8,878       | ) |   | ( 9,679             | )
|Investment                                          |   |             |   |   |             |   |   | (10,000             | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Net Cash Used In Investing
      Activities         |   |             |   |   | (8,878       | ) |   | (34,764             | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Financing Activities                                |   |              |   |   |              |   |   |                     |  
|Advances from (repayments
      to) stockholder     |   | 71,146       |   |   | 15,144       |   |   | 295,904             |  
|Proceeds from issuance of common stock              |   |             |   |   | 5,000        |   |   | 63,622              |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Net Cash Provided
      By Financing Activities     |   | 71,146       |   |   | 20,144       |   |   | 359,526             |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Foreign exchange effect
      on cash               |   | 240          |   |   | (2,099       | ) |   | 1,639               |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Increase (Decrease) in Cash                         |   | 4,365        |   |   | 6,570        |   |   | 11,339              |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Cash - Beginning of
      Period                    |   | 6,974        |   |   | 1,559        |   |   |                    |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Cash - End of Period                                | $ | 11,339       |   | $ | 8,129        |   | $ | 11,339              |  
|                                                    |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Supplemental Disclosures                            |   |              |   |   |              |   |   |                     |  
|Interest paid                                       | $ |             |   | $ |             |   | $ | 1,082               |  
|Income taxes paid                                   |   |             |   |   |             |   |   |                    |  

F-5

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

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Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  (Expressed in US Dollars) 
  (Unaudited)

The Company and Summary of Significant Accounting Policies

The Company

Sound Revolution, Inc. (the "Company"), was incorporated under
  the laws of the State of Delaware. While the Company sponsored one marketing
  event to promote its intended purpose in fiscal year 2004 and has begun to realize
  nominal revenues from its website, it continues to be in the development stage.
  The Company is planning to pursue the business of providing tools and services
  for music distribution and promotion and is currently designing a website for
  this purpose. The Company has two wholly-owned subsidiaries: (i) Sound Revolution
  Recordings, Inc., which was incorporated in British Columbia, Canada on June
  20, 2001, for the purpose of carrying on music marketing services in British
  Columbia, and (ii) Charity Tunes, Inc., which was incorporation in the State
  of Delaware on June 27, 2005 for the purpose of operating a website for the
  distribution of songs online. The Company also has an 80% equity interest in
  Buzz Tub Media Inc., which was incorporated under the laws of the State of Nevada
  on March 8, 2007. (See Note 4)

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 subsidiaries, Sound Revolution Recordings, Inc., Charity Tunes, Inc.,
  and Buzz Tub Media Inc. All inter-company accounts and transactions have been
  eliminated.

Going Concern

As shown in the financial statements, the Company is in the development
  stage and has not yet developed a commercially viable product or generated significant
  revenues from their intended business activities. In addition, the Company has
  incurred losses since inception resulting in a net accumulated deficit of $667,622
  at May 31, 2007, and has used cash of $315,062 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 make loans to the Company ($295,860
  has been drawn through May 31, 2007) to meet part of its capital requirements
  for that period. For the balance of working capital it requires for the next
  12 months, the Company plans to generate cash from the sale of stock to the
  public and existing stockholders. When possible, the Company plans to issue
  stock for professional services it may require.

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

Share-Based Compensation

Prior to the March 1, 2006 adoption of the Financial Accounting
  Standards Board (“FASB”) Statement No. 123(R), “Share-Based
  Payment” (“SFAS 123R”), the Company accounted for share-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”),
  share-based compensation was included as a pro forma disclosure in the notes
  to the consolidated financial statements. The Company had no employee share-based
  compensation issued and outstanding prior to March 1, 2006.

F-6

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Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  (Expressed in US Dollars) 
  (Unaudited)

Share-Based Compensation (Continued)

Effective March 1, 2006, the beginning of the Company’s
  first fiscal quarter of fiscal year 2007, the Company adopted the fair value
  recognition provisions of SFAS 123R, using the modified-prospective transition
  method. Under this transition method, share-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 March 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 March 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 no employee share based compensation issued and outstanding
  at May 31, 2007.

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, 2007. 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.

2.      Investment

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 100,000 songs (at $0.10 per song).The Company has to agreed
  to pay an additional $90,000 for the remaining 900,000 songs, which is it is
  not obligated to do. Upon sales of the songs, the Company is obligated to pay
  royalties to CD Baby Inc. of between 60 and 70 % of the sale price.

F-7

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Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  (Expressed in US Dollars) 
  (Unaudited)

3.      Property and Equipment

| |                                 |   |        |  |   |              |  |   | Net      | 
| | ------------------------------- | - | ------ |  | - | ------------ |  | - | -------- | 
| |                                 |   |        |  |   | Accumulated  |  |   | Carrying | 
| |                                 |   | Cost   |  |   | Amortization |  |   | Value    | 
| |                                 |   |        |  |   |              |  |   |          | 
| | Computer Equipment              | $ | 16,745 |  | $ | 4,551        |  | $ | 12,194   | 
| | Website Development
      Costs |   | 25,758 |  |   | 18,770       |  |   | 6,988    | 
| |                                 | $ | 42,503 |  | $ | 23,321       |  | $ | 19,182   | 

4.      Acquisition of Buzz Tub Media
  Inc.

In March 10, 2007, the Company acquired 29,000,000 shares of
  common stock of Buzz Tub Media Inc. (“Buzz Tub”) from a director
  in consideration for $290, representing approximately 80% of the outstanding
  capital stock of Buzz Tub. The consideration was expensed in the period of acquisition.
  Buzz Tub is a development stage corporation incorporated in the State of Delaware
  for the purposes of carrying on business in the areas of market research, entertainment,
  and internet technology. At the time of the acquisition, Buzz Tub had no significant
  assets or liabilities.

5.      Advances from related party
  and related party transactions

During the period ended May 31, 2007, directors of the Company
  received $15,900 in management fees pursuant to management agreements, and the
  Company has paid $5,323 in directors fees to a director of the Company . The
  Company has also prepaid $15,600 in management fees to a director and $4,000
  in directors fees to a director of the Company.

6.     Common Stock

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 ExercisableWeighted AverageRemaining
      Weighted
      
      WeightedExercise
      Number
      Contractual
      Average
      Number
      AveragePrices
      Outstanding
      Life (Years)
      Exercise Price
      Exercisable
      Exercise Price$ 0.80
      10,000
      1.81
      $ 0.80
      10,000
      $ 0.80$ 1.00
      100,000
      1.81
      $ 1.00
      100,000
      $1.00$ 1.50
      100,000
      1.81
      $ 1.50
      100,000
      $ 1.50$ 0.26
      15,000
      1.84
      $ 0.26
      15,000
      $ 0.26$ 0.30
      100,000
      1.92
      $0.30
      100,000
      $ 0.30$ 2.50
      100,000
      1.92
      $2.50
      100,000
      $ 2.50$ 0.22
      50,000
      1.84
      $ 0.22
      50,000
      $ 0.22475,000
      1.85
      $
        0.94
      475,000
      $
        0.94


F-8

---

Sound Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  (Expressed in US Dollars) 
  (Unaudited)

Stock options (Continued)

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

|                                             |  |                  |  |   | Weighted Average | 
|-------------------------------------------- |  | ---------------- |  | - | ---------------- | 
|                                             |  | Number of Shares |  |   | Price Per 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                                      |  | 100,000          |  |   | .30              | 
|Exercised                                    |  | -                |  |   | -                | 
|Cancelled or expired                         |  | -                |  |   | -                | 
|Outstanding at February 28, 2007             |  | 325,000          |  | $ | 0.77             | 
|Granted                                      |  | 100,000          |  |   | 2.50             | 
|Granted                                      |  | 50,000           |  |   | .22              | 
|Outstanding at May 31, 2007                  |  | 475,000          |  | $ | 0.94             | 

In March 2007, the Company granted an aggregate of 100,000 stock
  options to a director in exchange for management services rendered. The estimated
  value of the stock options vested during the period ended May 31, 2007 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 4.875%, a dividend
  yield of 0% and volatility of 259%. Compensation expense of $18,270 was charged
  to operations during the period ended May 31, 2007.

In May 2007, 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 May 31, 2007 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 4.875%, a dividend
  yield of 0% and volatility of 259%. Compensation expense of $7,400 was charged
  to operations during the period ended May 31, 2007.

|7. | Subsequent Event                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                   
|   | On June 15, 2007, the Company issued 32,031 shares of
        common stock with a fair value of $0.23 per share in consideration for
        consulting services provided in the amount of $7,367.

F-9

---

Item 2. Plan of Operation

The following discussion should be read in conjunction with our
consolidated financial statements, including the notes thereto, appearing
elsewhere in this report. The discussions of results, causes and trends should
not be construed to imply any conclusion that these results or trends will
necessarily continue into the future.

Overview

We are a development stage company whose efforts have been
principally devoted to developing technology and infrastructure for the digital
distribution of music and other media. In particular, we have developed 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.

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

In order to improve our liquidity, we 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 we can continue to operate. However, no assurance can
be given that management's actions will result in profitable operations or the
resolution of our liquidity problems.

Acquisitions

We are also actively seeking acquisitions of businesses that
will add value to Sound Revolution or to 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. On March 10, 2007 we purchased an 80%
(approximate) controlling interest in Buzz Tub Media Inc., (Buzz

2

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Tub) a development stage market research, entertainment, and
internet utility company incorporated in Delaware.

That transaction involved the purchase of 29,000,000 common
shares in Buzz Tub from Penny Green, a Director and the Chief Financial Officer
of Sound Revolution, for $290. Buzz Tub is developing technology, including a
fully hosted interactive website and utility that will host public opinion polls
and compile and present real time statistics derived from those polls. Buzz Tubs
polls will cover a wide range of topics, such as politics, current events,
movies, music, television, celebrities, fashion, video games and other consumer
products. Buzz Tubs technology will allow it to present paid advertisements
related to its polls and to gather demographic information of poll participants.
If it is successful, we believe that Buzz Tubs platform could be used to
increase the awareness of our products and services through cross-promotion and
integration.

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 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.

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 comes to us with vast experience and well-established
reputation in the music industry. He is a former President of Warner Music
Canada, a position he held for 5 years. Prior to serving as President, Mr.
Newman was Vice-President and Senior Vice-President of Warner Music Canada,
during which time he was responsible for all sales and marketing.

On December 1, 2006, we appointed John Mulvihill to join our
board of advisors to provide advice and guidance to the company from the
perspective of a beneficiary charity. Mr. Mulvihill is the former Deputy
Secretary General, Development of the Canadian Red Cross, which position reports
directly to the CEO.

Effective March 30, 2007 Penny Green resigned as our President
and Chief Executive Officer. Ms Green was appointed President and Chief
Executive Officer on June 1, 2005.

3

---

Ms. Green will continue as our Director, Treasurer, Secretary,
Chairman, and Chief Financial Officer.

Also effective March 30, 2007 Robin Ram resigned as our Chief
Operating Officer and Chief Marketing Officer and was appointed as our President
and Chief Executive Officer.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31,
2007 COMPARED TO THE THREE MONTHS ENDED MAY 31, 2006 AND THE PERIOD FROM JUNE 4,
2001 (DATE OF INCEPTION) TO MAY 31, 2007.

Revenues:

During the three months ended May 31, 2007, we realized total
revenue of $86 compared to $9 in revenue for the three months ended May 31, 2006
and we incurred a net loss for the three months ended May 31, 2007 of ($125,870)
compared to a net loss of ($21,400) for the same period in 2006. From June 4,
2001 (date of inception) to May 31, 2007, we have accumulated total expenses of
$666,102 and net loss of 667,622. 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 2007 was as a result of increased expenses
during the fiscal year.

4

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Expenses:

The major components of our expenses for the three months ended
May 31, 2007 are research and development, stock based compensation, and general
administrative expenses which include telephone fees, couriers, postage,
corporate fees including corporate expenses, software development and office
supplies. Our general and administrative expenses for the three months ended May
31, 2007 are $33,587 compared to $6,953 in for the three months ended February
28, 2006. This increase in general and administrative expenses is mainly the
result of increased website and business development. Our accumulated general
and administrative expenses from June 4, 2001 (date of inception) to May 31,
2007 are $172,881.

Our research and development costs for the three months ended
May 31, 2007 were $30,273 compared to $0 for the same period ended May 31, 2006.
This increase in business development costs between the two periods is largely
the result of increased activities relating to the development of our business.
Our accumulated research and development costs from June 4, 2001 (date of
inception) to May 31, 2007 are $107,188.

Our professional fees for the three months May 31, 2007 were
$7,351, compared to $11,695 for the same period ended May 31, 2006. Our
professional fees are mainly attributable to our auditor costs. Our total
accumulated professional fees from June 4, 2001 (date of inception) to May 31,
2007 are $132,894.

Our management fees for the three months ended May 31, 2007
were $15,900 compared to $970 for the year ended May 31, 2006. The increase in
our management fees resulted from our increased activities and from the
corresponding performance based compensation paid to our President and Chief
Executive Officer. Our total accumulated management fees from June 4, 2001 (date
of inception) to May 31, 2007 are $79,081.

We issued stock based compensation of $25,670 during the three
months ended May 31, 2007 compared to $0 for the three months ended May 31,
2007. From June 4, 2001 (date of inception) to May 31, 2007 we issued $118,477
in stock based compensation. The increase in stock based compensation during our
past quarterly period is the result of the increased activities and the
corresponding issuance of stock as payment for consulting services, professional
services, promotional services, research & development services, management
services, and for capital equipment.

Our accumulated interest expense for the three months ended May
31, 2007 was $7,457 compared to $1,383 for the year same period in, 2006 and
$35,050 for the period from June 4, 2001 (date of inception) to May 31,
2007.

Our Director fees for the three months ended May 31, 2007 are
$5,323 compared to $0 for the same period in 2006. The increase in Director fees
was the result of our increased activities and the expansion of our board of
Directors. From June 4, 2001 (date of inception) to May 31, 2007 we accumulated
Director fees of $12,354.

5

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Our marketing fees were $0 for the three months ended May 31,
2007 and the three ended May 31, 2006. Our marketing fees from June 4, 2001
(date of inception) to May 31, 2007 were $8,177.

Net Losses:

Net loss for the three months ended May 31, 2007 was ($125,870)
and loss per share was ($0.01) compared to a net loss of $21,400 and loss per
share of $0 for the same period in 2006. The increase in losses was primarily
due to auditor fees, research & development, corporate expense, and an
increase in general and administrative expenses. Our net loss from June 4, 2007
(date of inception) to May 31, 2007 is ($667,622).

Liquidity and Capital Resources:

As of May 31, 2007, we had cash of $11,339. 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.

As a result of our operating loss of $667,695 from inception on
June 4, 2001 through May 31, 2007, we generated a net deficit accumulated during
the development stage of $667,622. We met our cash requirements during the
development stage through the receipt of $295,860 advanced by Bacchus
Entertainment Ltd. (Bacchus Entertainment), a company 100% owned by Penny
Green, our Director and Chief Financial Officer, as well as $63,622 received in
exchange for the sales of our common stock in private placements. Of the
$295,860 advanced to us by Bacchus Entertainment, $71,146 was advanced to us
during the three months ended May 31, 2007. We have generated nominal revenues
in this period, and realized a negative cash flow from operations of $67,021 for
the three months ended May 31, 2007 compared to a negative cash flow from
operations of $567 for the same period in 2006. From June 4, 2001 (date of
inception) to May 31, 2007, we have realized a negative cash flow from
operations of $315,062. We have achieved liquidity from June 4, 2001 (date of
inception) to May 31, 2007 principally from $295,860 advanced by Bacchus
Entertainment.

On August 31, 2004, Penny Green and Bacchus Entertainment
entered into an agreement with us whereby the net amount of monies borrowed by
us from Penny Green and Bacchus Entertainment would all convert to a loan owed
by us to Bacchus and that Bacchus would make further loans to us from time to
time with interest accruing at the annual rate of 10% up to an aggregate of
70,000. On November 30, 2004, pursuant to an addendum, the parties agreed that
interest on the loan monies would accrue quarterly and would be due within 45
days of the end of each quarter. On January 1, 2007 the loan agreement was again
amended so that additional amounts loaned to us by Penny Green or Bacchus
Entertainment will be subject to the loan agreement and so monthly payments will
not be required until September 1, 2007.

6

---

Our losses for the three months ended May 31, 2007 were
($125,870) or ($41,956) per month compared to ($21,400) or ($7,133) per month
for the same period 2006. We estimate that our expenses over the next 12 months
(beginning March 2007) will be approximately as follows:

|                                                 | Target
      completion date or, if | Our approximate
|------------------------------------------------ | ----------------------------------- | ---------------
|What we must do and how we will do it            | not known, number of months         | cost           
|                                                 | to complete                         | to complete    
|                                                 |                                     | (US$)          
|Implement PIN program                            | September 1, 2007                   | $15,000        
|Development of various added features for        | September 1, 2007                   | $5,000         
|charitytunes.com websites                        |                                     |                
|Launch party                                     | October, 2007                       | $20,000        
|Integrate 100,000 tv programs and movies into    | 24 months                           | $15,000        
|database                                         |                                     |                
|Implement sale of ringtones through mobile       | December 1, 2007                    | $15,000        
|carriers                                         |                                     |                
|Hardware purchases for digital storage           | September, 2007                     | $10,000        
|Launch foreign language websites (Indian,        | 12 months                           | $75,000        
|Chinese, German, Spanish, French)                |                                     |                
|Completion of more FanPro marketing tools       | 12 months                           | $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        
|Legal and Accounting                             | 12 months                           | $45,000        
|Research and Development of Buzz Tub website     | 12 months                           | $30,000        
|utility platform                                 |                                     |                
|Integrate 100 opinion polls into www.buzztub.com | 12 months                           | $5,000         
|Hardware purchase for www.buzztub.com            | 12 months                           | $20,000        
|Management/ Director Fees                        | 12 months                           | $205,000       

7

---

|Corporate Communications and Investor Relations | 12 months       | $500,000  
|----------------------------------------------- | --------------- | ----------
|General Administration and working capital      | 12
      months | $270,000  
|Total                                           |                 | $2,000,000

As of May 31, 2007, we had cash of $11,339, 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
approximately $2,000,000 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 Entertainment 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 our 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 or any film libraries, we will incur
additional costs for personnel. In order for us 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 mid 2008 to pay salaries to employees or
consultants in working in the areas of marketing, sales, music acquisition and
accounting.

The effect of inflation on our operating results was not
significant.

We do not have any material commitments for capital
expenditures as of May 31, 2007.

Plan of Operation for the 12 Months ending May 31,
2008

Our plan is to build content for our website www.charitytunes.comand build alliances to increase
traffic to our site. We intend to hire several business development consultants
to assist us in marketing charitytunes.com, as well as assist Sound Revolution
and Charity Tunes in making alliances with music rights owners, charities and
marketing partners. If we are successful in hiring several consultants, we may
require larger offices, which could increase our monthly administration costs
significantly. We also plan to devote some resources to building our Buzz Tub
website utility and our FanPro email management software in 2007 if we are
successful in raising additional capital.

8

---

Research and Development

During the three months ended May 31, 2007, we incurred $30,273
in expenses related to research and development. We anticipate that we will
spend approximately $115,000 relating to product research and development over
the next 12 months, which amount includes the estimated cost of upgrading our
www.charitytunes.com platform, developing our
FanPro software, developing our www.buzztub.com website, and the cost of integrating
newly acquired content to www.charitytunes.com
and www.buzztub.com. However, this estimate does not include direct marketing
and publicity expenses or costs associated incurred from the acquisition and
licensing of content.

Purchase of Significant Equipment

If the sale of music on our website www.charitytunes.com increases significantly, we
anticipate purchasing additional electronic storage and related server hardware
over the next 12 months at a cost of approximately $10,000. If we succeed in
completing the development and design of www.buzztub.com, we anticipate purchasing server
hardware and related equipment over the next 12 months at a cost of
approximately $20,000.

Employees

We anticipate that we will increase our number of employees in
mid 2008. To market and further develop alliances for charitytunes.com, we
intend to hire three of four new officers, including a Vice President of Niche
Markets, a Chief Technology Officer, a Vice President of Music and Marketing and
a Vice President of Business Development. If we are successful in retaining such
individuals, we may retain them as consultants or as employees. We have
identified candidates for several of these positions and we are currently
negotiating compensation packages and service agreements.

Critical Accounting Policies

Our critical and significant accounting policies, including the
assumptions and judgments underlying them, are disclosed in the Notes to the
Financial Statements. These policies have been consistently applied in all
material respects and address such matters as revenue recognition and
depreciation methods. The preparation of the financial statements in conformity
with generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates. The accounting treatment of a particular transaction is specifically
dictated by accounting principles, generally accepted in the United States of
America, with no need for managements judgment in their application. There are
also areas in which managements judgment in selecting any viable alternative
would not produce a materially different result. The following are what
management considers to be the Sound Revolutions critical accounting
policies.

9

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Revenue Recognition and Cost of Revenue

Revenues from musical events are recognized when the event
takes place. Costs are expensed as the related event takes place. Costs
typically include show coordination fees, venue fees, event advertising and
promotion, show production costs, and artist costs.

Share-Based Compensation

Prior to the March 1, 2006 adoption of the Financial Accounting
Standards Board (FASB) Statement No. 123(R), Share-Based Payment (SFAS
123R), we 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. We had no employee stock based
compensation issued and outstanding prior to March 1, 2006.

Effective March 1, 2006, the beginning of our first fiscal quarter
  of 2007, we 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
  March 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 March 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. We had no employee stock
  based compensation issued and outstanding at May 31, 2007.

Known Material Trends and Uncertainties

As of May 31, 2007 we have 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 our 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.

10

---

Related Party Transactions

During the period ended May 31, 2007, our directors received
  $15,900 in management fees pursuant to management agreements. We paid $5,323
  in Directors fees to one of our Directors during the same period. We have also
  prepaid $15,600 in management fees to one of our Directors and $4,000 in director
  fees to another of our Directors.

In March 10, 2007, we acquired 29,000,000 shares of common stock
  of Buzz Tub Media Inc. (Buzz Tub) from our director, Penny Green,
  in consideration for $290, representing approximately 80% of the outstanding
  capital stock of Buzz Tub. The consideration was paid by offset against amounts
  owing to Penny Green. Buzz Tub is a development stage corporation incorporated
  in the State of Delaware for the purposes of carrying on business in the areas
  of market research, entertainment, and internet technology. At the time of the
  acquisition, Buzz Tub had no significant assets or liabilities

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of February 28, 2007, being the date of
our fiscal year end covered by this Annual Report. This evaluation was carried
out under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective in timely alerting management to material information
relating to us required to be included in our periodic SEC filings.

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.

During the quarter ended May 31, 2007, there were no changes in
our internal control over financial reporting that have materially affected, or
are reasonably likely to affect, our internal control over financial
reporting.

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:

11

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|(10) | Material
        Contracts                                                                                                                                                                                                   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                              
|10.1 | Agency and Promotion
        Agreement with the Canadian Red Cross dated September 22, 2006 (incorporated
        by reference as Exhibit Number 10.1 of our Report on Form 8-K filed September
        28, 2006)            
|     |                                                                                                                                                                                                                              
|10.2 | Wholesale Digital
        Dowload and Master Tone Agreement with CD Baby, Inc. dated September 25,
        2006 (incorporated by reference as Exhibit Number 10.1 of our Report on
        Form 8-K filed September 28, 2006)
|     |                                                                                                                                                                                                                              
|10.3 | Management Agreement
        with Robin Ram dated June 19, 2006 (incorporated by reference as Exhibit
        Number 10.1 of our Report on Form 8-K filed June 26, 2006)                                                     
|     |                                                                                                                                                                                                                              
|10.4 | Webservice Agreement
        with Puretracks Inc. dated December 7, 2007 (incorporated by reference
        as Exhibit Number 10.6 of our Report on Form 10-KSB filed June 13, 2007)                                         
|     |                                                                                                                                                                                                                              
|10.5 | Loan Agreement
        with Bacchus Entertainment Ltd. and Penny Green (incorporated by reference
        as Exhibit Number 10.5 of our Prospectus on Form SB-2 filed December 8,
        2004)                              
|     |                                                                                                                                                                                                                              
|10.6 | Amendment to
        Loan Agreement with Bacchus Entertainment Ltd. dated November 30, 2005
        (incorporated by reference as Exhibit Number 10.2 of our Report on Form
        10-QSB filed January 14, 2005)           
|     |                                                                                                                                                                                                                              
|10.7 | Amendment to
        Loan Agreement with Bacchus Entertainment dated January 1, 2007 (incorporated
        by reference as Exhibit Number 10.9 of our Report on Form 10-KSB filed
        June 13, 2007)                     
|     |                                                                                                                                                                                                                              
|10.8 | Addendum
        to Management Agreement with Robin Ram dated February 27, 2007                                                                                                                                              
|     |                                                                                                                                                                                                                              
|     | Certifications                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                              
|31.1 | Rule
        13a-14(a)/15d-14(a) Certification of CEO                                                                                                                                                                        
|     |                                                                                                                                                                                                                              
|31.2 | Rule
        13a-14(a)/15d-14(a) Certification of CFO                                                                                                                                                                        
|     |                                                                                                                                                                                                                              
|32.1 | Section
        906 Certification of CEO                                                                                                                                                                                     
|     |                                                                                                                                                                                                                              
|32.2 | Section
        906 Certification of CFO                                                                                                                                                                                     

12

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SIGNATURES

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

|Date: July 23, 2007 | SOUND REVOLUTION INC.
|------------------- | ---------------------
|                    | (Registrant)         
|                    |                      
|                    | By:                  
|                    |                      
|                    |                      

13

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