UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2008

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 incorporation or organization)
     N/A
(I.R.S. Employer Identification No.)3281 Chartwell GreenCoquitlam, British Columbia
     V3E 3M9Canada
     (Zip Code)


Issuer's telephone number 604.376.0396

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 þ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈
     
     Accelerated filer                   ̈Non-accelerated filer     ̈
     (Do not check if a smaller reporting company)
     Smaller reporting company þ


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes  ̈  No þ

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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 8, 2008, the registrants outstanding common stock consisted of 258,478 shares.

Transitional Small Business Disclosure Format (Check one): YES þNO  ̈

2

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Table of ContentsPART I - FINANCIAL INFORMATION
     4Item 1
     Financial Statements
     4Item 2
     Management's Discussion and Analysis of Financial Condition and Results of Operations
     17Item 4
     Controls and Procedures
     24Part II - OTHER INFORMATION
     26Item 1
     Legal Proceedings
     26Item 2
     Unregistered Sales of Equity Securities and Use of Proceeds
     26Item 3
     Defaults Upon Senior Securities
     26Item 4
     Submission of Matters to a Vote of Securities Holders
     26Item 5
     Other Information
     26Item 6
     Exhibits and Reports on Form 8-K
     27Signatures
     28


3

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PART I - FINANCIAL INFORMATIONSafe 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.

Sound Revolution, Inc.
(A Development Stage Company)
May 31, 2008

IndexConsolidated Balance Sheets
     F-1Consolidated Statements of Operations
     F-2Consolidated Statements of Stockholders Equity (Deficit)
     F-3Consolidated Statements of Cash Flows
     F-6Notes to the Consolidated Financial Statements
     F-7


4

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Sound Revolution, Inc.(A Development Stage Company)Consolidated Balance Sheets(Expressed in US Dollars)(Unaudited)May 31,  2008
     February 29, 2008$
     $ASSETSCurrent AssetsCash
     1,387
     1,794Prepaid expenses and other assets
     11,290
     11,378Total Current Assets
     12,677
     13,172Investment (Note 3)
     10,000
     10,000Property and Equipment (Note 4)
     9,265
     10,110Web Site Development Costs (Note 4)
     9,584
     33,833Music Rights
     342
     342Total Assets
     41,868
     67,457LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable and accrued expenses
     47,312
     43,241Note payable to related parties (Note 5)
     476,592
     443,493Total Current Liabilities
     523,904
     486,734Stockholders Equity (Deficit)Preferred Stock: 10,000,000 share authorized; none issued
     
     Common Stock: 100,000,000 shares authorized, $0.0001 par value 258,444 (February 29, 2008  258,444) shares issued and outstanding (Note 6)
     26
     26Additional Paid-in Capital
     352,822
     352,822Deficit Accumulated During the Development Stage
     (834,884)
     (772,125)Total Stockholders Equity (Deficit)
     (482,036)
     (419,277)Total Liabilities and Stockholders Equity (Deficit)
     41,868
     67,457


F-1

(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 Operations(Expressed in US Dollars)(Unaudited)For the Three Month
     For the Three Month
     Accumulated FromPeriod Ended
     Period Ended
     June 4, 2001 (Date of Inception)May 31, 2008
     May 31, 2007
     May 31, 2008$
     $
     $Sales
     131
     86
     5,366Cost of Sales
     (226)
     (468)
     (7,576)Gross Margin
     (95)
     (382)
     (2,210)ExpensesDirectors fees
     
     5,323
     22,485Marketing
     
     
     56,972Management fees (Note 5)
     15,750
     15,900
     162,031Professional fees
     15,701
     7,351
     169,635Research and development
     
     30,273
     77,629Share based compensation
     
     25,670
     109,726General and administrative
     5,042
     33,347
     154,398Interest expense
     
     7,457
     61,977Depreciation
     26,171
     
     106,364Total Expenses
     62,664
     125,321
     921,217Operating Loss
     (62,759)
     (125,703)
     (923,427)Other Income\(Loss)Gain on issue by subsidiary of its ownshares outside the consolidated group
     
     3
     Non-controlling interest
     
     70
     Gain on write-off of debt
     
     
     88,718Loss on sale of subsidiary
     
     
     (175)Net Loss
     (62,759)
     (125,630)
     (834,884)Net Loss Per Share  Basic and Diluted
     (0.24)
     (0.49)Weighted Average Shares Outstanding
     258,444
     255,247


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 Stockholders Equity (Deficit)For the Period from June 4, 2001 (Date of Inception) to May 31, 2008(Unaudited)Deficit  AccumulatedCommon Stock
     Additional Paid-in
     During the DevelopmentShares
     Amount
     Capital
     Stage
     Total#
     $
     $
     $
     $Balance  June 4, 2001 (Date of Inception)
     
     
     
     
     Issuance of common stock for cash:June 15, 2001
     190,476
     19
     781
     
     800June 27, 2001
     47,619
     5
     7,249
     
     7,254August 31, 2001
     167
     
     905
     
     905Net loss for the period
     
     
     
     (9,351)
     (9,351)Balance - February 28, 2002
     238,262
     24
     8,935
     (9,351)
     (392)Net loss for the year
     
     
     
     (2,773)
     (2,773)Balance  February 28, 2003
     238,262
     24
     8,935
     (12,124)
     (3,165)Net loss for the year
     
     
     
     (2,069)
     (2,069)Balance  February 29, 2004
     238,262
     24
     8,935
     (14,193)
     (5,234)Issuance of common stock for cash, July 2004
     5,912
     1
     49,662
     
     49,663Issuance of common stock for professional services, July 2004
     345
     
     2,900
     
     2,900Net loss for the year
     
     
     
     (42,380)
     (42,380)Balance  February 28, 2005
     244,519
     25
     61,497
     (56,573)
     4,949Issuance of common stock for professionalservices, July 2005
     1,985
     
     25,004
     
     25,004Net loss for the year
     
     
     
     (68,578)
     (68,578)Balance  February 28, 2006
     246,504
     25
     86,501
     (125,151)
     (38,625)


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 from June 4, 2001 (Date of Inception) to May 31, 2008(Unaudited)Deficit  AccumulatedDuring theCommon Stock
     Additional Paid-in
     DevelopmentShares
     Amount
     Capital
     Stage
     Total#
     $
     $
     $
     $Balance  February 28, 2006
     246,504
     25
     86,501
     (125,151)
     (38,625)Issuance of common stock for professional services, March 2006
     357
     
     5,250
     
     5,250Issuance of common stock for debt settlement, April 2006
     72
     
     1,000
     
     1,000Issuance of common stock for management services, June 2006
     476
     
     5,000
     
     5,000Issuance of common stock for professional services, July 2006
     314
     
     12,012
     
     12,012Issuance of common stock for research and development, July 2006
     95
     
     1,880
     
     1,880Issuance of common stock for consulting services, July 2006
     191
     
     3,760
     
     3,760Issuance of common stock for consulting services, August 2006
     100
     
     1,974
     
     1,974Issuance of common stock for research and development, August 2006
     80
     
     1,508
     
     1,508Issuance of common stock for consulting services, August 2006
     216
     
     4,855
     
     4,855Issuance of common stock for management services, August 2006
     52
     
     1,364
     
     1,364Issuance of common stock for management services, August 2006
     600
     
     15,623
     
     15,623Issuance of common stock for management services, August 2006
     138
     
     3,702
     
     3,702Issuance of stock for consulting services, September 2006
     
     
     2,464
     
     2,464Issuance of stock options for management services, September 2006
     
     
     48,300
     
     48,300Issuance of common stock for web development services, September 2006
     476
     
     12,000
     
     12,000Issuance of common stock for capital equipment, September 2006
     538
     
     13,560
     
     13,560Issuance of common stock for research and development, September 2006
     124
     
     2,392
     
     2,392Issuance of common stock for promotional services, September 2006
     714
     
     6,300
     
     6,300Issuance of stock options for consulting services, October 2006
     
     
     3,843
     
     3,843Issuance of stock options for directors fees, November 2006
     
     
     38,200
     
     38,200Issuance of common stock for promotional  services, November 2006
     1,905
     
     21,600
     
     21,600Issuance of common stock for research and development, December 2006
     354
     
     5,948
     
     5,948Net loss for the year
     
     
     
     (415,178)
     (415,178)Balance  February 28, 2007
     253,306
     25
     299,036
     (540,329)
     (241,268)


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 Stockholders Equity (Deficit)For the Period from June 4, 2001 (Date of Inception) to May 31, 2008(Unaudited)AccumulatedAdditional
     During theCommon Stock
     Paid-in
     DevelopmentShares
     Amount
     Capital
     Stage
     Total#
     $
     $
     $
     $Balance  February 28, 2007
     253,306
     25
     299,036
     (540,329)
     (241,268)Issuance of stock options for management services, March 2007
     
     
     10,622
     
     10,622Issuance of common stock for management services, April 2007
     3,571
     1
     22,499
     
     22,500Issuance of stock options for directors fees, May 2007
     
     
     6,297
     
     6,297Issuance of common stock for consulting services, June 2007
     763
     
     7,368
     
     7,368Issuance of common stock for directors fees, July 2007
     350
     
     5,000
     
     5,000Issuance of common stock for directors fees, September 2007
     454
     
     2,000
     
     2,000Net loss for the year
     
     
     
     (231,796)
     (231,796)Balance  February 29, 2008
     258,444
     26
     352,822
     (772,125)
     (419,277)Net loss for the period
     
     
     
     (62,759)
     (62,759)Balance  May 31, 2008 (Unaudited)
     258,444
     26
     352,822
     (834,884)
     (482,036)


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)Consolidated Statements of Cash Flows(Expressed in US Dollars)(Unaudited)For the
     For the
     Accumulated FromThree Month
     Three Month
     June 4, 2001Period Ended
     Period Ended
     (Date of Inception)May 31,  2008
     May 31,  2007
     to May 31,  2008$
     $
     $Operating ActivitiesNet loss for the period
     (62,759)
     (125,630)
     (834,884)Adjustments to reconcile net loss to net cash used inoperating activitiesDepreciation expense
     26,171
     5,430
     106,364Write-off of outstanding debt
     
     
     (88,718)Shares issued for services
     
     22,500
     164,941Stock options issued in exchange for services
     
     25,670
     109,726Change in operating assets and liabilitiesPrepaid expenses and other assets
     88
     (8,351)
     (11,290)Accounts payable and accrued expenses
     4,071
     7,458
     137,030Net Cash Used In Operating Activities
     (32,429)
     (66,781)
     (416,831)Investing ActivitiesPurchase of music rights
     
     
     (291)Purchase of office equipment
     
     
     (14,818)Web site development costs
     (1,077)
     
     (96,887)Investment
     
     
     (10,000)Net Cash Flows Used In Investing Activities
     (1,077)
     
     (121,996)Financing ActivitiesAdvances from related parties
     33,099
     71,146
     415,560Proceeds from issuance of common stock
     
     
     63,622Net Cash Flows Provided By Financing Activities
     33,099
     71,146
     479,182(Decrease) Increase in Cash
     (407)
     4,365
     1,387Cash - Beginning of Period
     1,794
     6,974
     Cash - End of Period
     1,387
     11,339
     1,387Non-cash Investing and Financing ActivitiesCommon stock issued for property and equipment
     
     
     13,560Common stock issued for debt settlement
     
     
     1,000Supplemental DisclosuresInterest paid
     
     
     1,082Income taxes paid
     
     
     


F-6

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

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|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | 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 incorporated in the State of Delaware on June 27, 2005 for the purpose of operating a website for the distribution of songs online.                                                                             
|  
|   | 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 $834,884 at May 31, 2008, and has used cash of $416,831 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 major stockholder and a company controlled by the Company's CFO have agreed to make loans to the Company ($474,342 has been drawn through May 31, 2008) 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, except for services provided by the Companys independent auditor.                                                                                                                                                                                                                                                                                                                             
|  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|2. | Summary of Significant Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | Basis of Presentation and Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars, unless otherwise noted, and include the accounts of the Company and its subsidiaries, Sound Revolution Recordings, Inc., and Charity Tunes, Inc. All inter-company accounts and transactions have been eliminated. The Companys fiscal year end is February 28.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | 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 29, 2008. 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.
|  
|   | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | Cash consists of funds held in checking accounts at a bank in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  

F-7

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

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2. Summary of Significant Accounting Principles (Continued)Music Rights

In February 2003, the Company purchased for $298 ($400 Canadian) the rights to represent a musician artist in the release of his first musical album. The artist is also an officer of the Company. Music rights include non-inclusive use of and distribution rights to the songs in various multi-media formats from the musician's first album. The music rights will be tested at least annually for impairment. There has been no impairment of music rights in any of the periods presented. The cost of the music rights will be expensed upon the release of the musician's first album and realization of the related royalties. The cost of music rights will not be carried beyond expiration of the license term on August 31, 2009. Changes in foreign exchange rates since acquisition increased the carrying cost to $342.

Impairment of Long-Lived Assets

In accordance with FAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, management tests long-lived assets to be held and used for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. No impairment of intangible assets was recorded during 2008 and 2007.

Property and Equipment

Property and equipment, consisting primarily of office equipment, is stated at cost and is depreciated using the straight-line method over the estimated lives of the related assets of five years.

Website Development Costs

Website development costs are accounted for in accordance with Emerging Issues Task Force EITF 00-2, Accounting for Web Site Development Costs,with applicable guidance from AICPA statement of Position 98-1,

Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.The Companys internal website development processes are relatively short-term in nature. The costs incurred in the preliminary stages of development are expenses as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, will be capitalized and amortized, on a straight-line basis over the estimated useful life, if management believes such costs are significant. Maintenance and enhancement costs are typically expensed as incurred unless such costs relate to substantial upgrades and enhancements to the website that result in added functionality in which case the costs will be capitalized and amortized on a straight-line basis, over the estimated useful life, if management believes such costs are significant.

Website development costs are amortized using the straight-line method over the estimated useful life of one year.

Revenue Recognition and Cost of Revenue

The Company recognizes revenue from the online sale music in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements.The Company accounts for revenue as a principal using the guidance in EITF 99-19, Reporting Revenue Gross as a Principal vs. Net as an Agent. Revenue consists of the sale of music and is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the product is shipped, and collectibility is reasonably assured.

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long lived assets, stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-8

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

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2. Summary of Significant Accounting Principles (Continued)Notes Payable to Related Parties

The Company has notes payable to a related party that was bearing interest at 10%. Interest was charged and was payable quarterly on any outstanding balance beginning on September 1, 2004 to February 29, 2008. (prior to that date the borrowings from the related party were non-interest bearing). From March 1, 2008, the notes are unsecured, non-interest bearing and are payable on demand.

Research and Development Expenses

Research and development costs are expensed as incurred.

Earnings Per Share

The Company computes net income (loss) per share in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share".SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, Accounting for Income Taxes.The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

In July 2006, the FASB issued Financial Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes,as an interpretation of FASB Statement No. 109, Accounting for Income Taxes(SFAS 109). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS 109 and prescribes a recognition threshold of more-likely-than-not to be sustained upon examination. Measurement of the tax uncertainty occurs if the recognition threshold has been met. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal year beginning after December 15, 2006. Differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts reported after adoption should be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. The adoption of FIN 48 had no impact to the Company. Since the Company has not filed a US federal income tax since inception all tax years remain open to IRS audit.

Fair Value of Financial Instruments

Financial instruments consist of cash, accounts payable and accrued expenses, and the note payable to related parties. The fair value of these financial instruments approximates their carrying amounts due to their short-term nature and/or approximation of current market interest rates.

Stock Based Compensation

The Company records stock-based compensation in accordance with SFAS No. 123R Share Based Payments,using the fair value method.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

F-9

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

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|2. | Summary of Significant Accounting Principles (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Recently Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts  An interpretation of FASB Statement No. 60.SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprises risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Companys financial statements.
|  
|   | In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.The adoption of this statement is not expected to have a material effect on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|3. | 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 agreed to pay an additional $90,000 for the remaining 900,000 songs, which 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|4. | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  

May 31, 2008
     February 29,  2008Accumulated
     Net Carrying
     Net CarryingCost
     Amortization
     Value
     Value$
     $
     $
     $Equipment
     16,745
     7,480
     9,265
     10,110Website Development Costs
     108,626
     99,042
     9,584
     33,833125,371
     106,522
     18,849
     43,943


|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|6. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | On June 10, 2008, the Company completed a reverse stock split on the basis of one new share of common stock in exchange for every forty-two old shares of common stock outstanding. All per share amounts have been retroactively restated to reflect the reverse stock split. The Company also increased its authorized capital from 100,000,000 to 110,000,000 shares of which 100,000,000 shares of the total authorized capital shall be common stock and 10,000,000 shares shall be preferred stock.
|  

F-10

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

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7.     Stock Options

The following table summarizes the continuity of the Companys stock options:

Weighted AverageWeighted Average
     Remaining Contractual
     Aggregate IntrinsicShares
     Exercise Price
     Life (years)
     Value#
     $
     #
     #Outstanding, February 29, 2008
     7,738
     66.15
     0.73
     Granted
     
     
     
     Exercised
     
     
     
     Cancelled
     
     
     
     Outstanding, May 31, 2008
     7,738
     66.15
     0.48
     Exercisable, May 31, 2008
     7,738
     66.15
     0.48
     


At May 31, 2008, there were no unvested stock options.

|8. | Commitments
|-- | -----------
|  
|   | a)         
|  
|   |            
|  
|   | b)         
|  
|   | c)         
|  
|   | d)         
|  

F-11

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

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|9.  | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Certain items for the period ended May 31, 2007, have been reclassified to conform to the current period presentation.                                                                                                                                                                                                                                                                                                                                                                                   
|   
|10. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | On June 10, 2008, the Company completed a reverse stock split on the basis of one new share of common stock in exchange for every forty-two old shares of common stock outstanding. All per share amounts have been retroactively restated to reflect the reverse stock split. The Company also increased its authorized capital from 100,000,000 to 110,000,000 shares of which 100,000,000 shares of the total authorized capital shall be common stock and 10,000,000 shares shall be preferred stock.
|   

F-12

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

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2008 COMPARED TO THE THREE MONTHS ENDED MAY 31, 2007, AND FOR THE PERIOD FROM JUNE 4, 2001 (DATE OF INCEPTION) TO MAY 31, 2008.

Revenues:

During the three months ended May 31, 2008, we realized $131 in total revenue as compared to $86 in revenue for the three months ended May 31, 2007. As of May 31, 2008, we accumulated $5,366 in revenue from our inception of June 4, 2001. During the period ended May 31, 2008, we incurred a net loss of $62,759 as compared to the net loss of $125,870 incurred during the same period in 2007.

From June 4, 2001 (date of inception) to May 31, 2008 we have accumulated total expenses of $921,217 and a net loss of $834,884. 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.

Expenses:

The major components of our expenses for the three months ended May 31, 2008 are management fees, directors fees, interest expense, marketing, and general administrative expenses which include telephone fees, couriers, postage, and corporate fees including corporate expenses, software development and office supplies.

Our management fees for the three months ended May 31, 2008 were $15,750 compared to $15,900 for the same period ended May 31, 2007. Our total accumulated management fees from June 4, 2001 (date of inception) to May 31, 2008 are $162,031.

Our directors fees for the three months ended May 31, 2008 were $0 compared to $5,323 for the same period ended May 31, 2007. Our total accumulated directors fees from June 4, 2001 (date of inception) to May 21, 2008 are $22,485.

Our interest expense for the three months ended May 31, 2008 was $0 compared to $7,457 for the same period ended May 31, 2007. Our total accumulated interest expense from June 4, 2001 (date of inception) to May 31, 2008 is $61,977.

Our marketing expense for the three months ended May 31, 2008 was $0 compared to $0 for the same period ended May 31, 2007. Our total accumulated marketing expense from June 4, 2001 (date of inception) to May 31, 2008 is $56,972.

Our general and administrative expenses for the three months ended May 31, 2008 are $5,042 compared to $33,347 for the three months ended May 31, 2007. This decrease in general and administrative expenses is mainly the result of decreased software development costs. Our accumulated general and administrative expenses from June 4, 2001 (date of inception) to May 31, 2008 are $154,398.

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Our research and development costs for the three months ended May 31, 2008 were $0 compared to $30,273 for the same period ended May 31, 2007. The decrease in our research and development costs is due to the fact that we have capitalized those costs because development work on our website, www.charitytunes.com, is complete. Therefore, any amounts we have spent on research and development during the three month ended May 31, 2008 appear as an asset rather than as expenses on our consolidated financial statements. Our accumulated research and development costs from June 4, 2001 (date of inception) to May 31, 2008 are $77,629.

Our professional fees for the three months ended May 31, 2008 were $15,701 compared to $7,351 for the same period ended May 31, 2007. 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, 2008 are $169,635.

We issued share based compensation of $0 during the three months ended May 31, 2008 compared to $25,670 for same period ended May 31, 2007. From June 4, 2001 (date of inception) to May 31, 2008 we issued $109,726 in stock based compensation. The decrease in stock based compensation during our past quarterly period is the result of decreased activities and the corresponding issuance of stock as payment for consulting services, promotional services, research & development services, and for capital equipment.

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Net Losses:

Our net loss for the three months ended May 31, 2008 was $62,759 and our loss per share was $0.24 compared to a net loss of $125,630 and loss per share of $0.49 for the same period in 2007. The decrease in net loss for 2007 was as a result of our capitalization of research and development costs during the fiscal year, causing those expenses to appear as an asset rather than as expenses on our consolidated financial statements. Our net loss from June 4, 2001 (date of inception) to May 31, 2008 is $834,884.

Liquidity and Capital Resources:

As of May 31, 2008, we had cash of $1,387. 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 $923,427 from inception on June 4, 2001 through May 31, 2008, and the $175 loss we incurred on the sale of our subsidiary, Buzz Tub Media Inc., we generated a net deficit accumulated during the development stage of $834,884. We met our cash requirements during the development stage through the receipt of $415,560 advanced by Penny Green, our Director and Chief Financial Officer, and by Bacchus Entertainment Ltd. (Bacchus Entertainment), a company 100% owned by Penny Green, as well as $63,622 received in exchange for the sales of our common stock in private placements. We have generated nominal revenues in this period, and realized a negative cash flow from operations of $32,429 for the three months ended May 31, 2008 compared to a negative cash flow from operations of $66,781 for the same period in 2007. From June 4, 2001 (date of inception) to May 31, 2008, we have realized a negative cash flow from operations of $355,799. We have achieved liquidity from June 4, 2001 (date of inception) to May 31, 2008 principally from $415,560 advanced by Penny Green and 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. On June 30, 2007 this agreement was further amended to extend the payment period to January 1, 2008. On January 1, 2008, this agreement was further amended to waive the January 1, 2008 payment deadline and to make the payment due upon demand.

Subsequent to the year end, on May 30, 2008 Penny Green and Bacchus Entertainment entered into an agreement with us whereby all monies and interest owed by us to Bacchus Entertainment were assigned to Penny Green. Under the agreement the parties agreed that no further interest will be charged on any outstanding balance of the monies loaned and we shall pay the full amount of the loan, being $411,017, on demand to Penny Green.

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Our losses for the three months ended May 31, 2008 were $62,759 or $20,920 per month compared to $125,630 or $41,877 per month for the same period 2007.

We estimate that our expenses over the next 12 months (beginning in March 2008) will be approximately as follows:

|Planned Expenses                                                                           | Amount  
|------------------------------------------------------------------------------------------ | --------
|Legal and Accounting                                                                       | $100,000
|Management/ Director Fees                                                                  | $60,000 
|General Administration and working capital (includes office supplies and expenses, travel) | $100,000
|Total                                                                                      | $260,000

As of May 31, 2008, we had cash of $1,387 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 in 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 August 31, 2004 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.

If we are unable to raise the necessary capital to meet our capital requirements, we may not be able to pay our internet hosting fees, which may mean that our website and digital music will no longer be available to the public, or our auditor fees, which could result in our failure to comply with accounting disclosure requirements.

If we expand in the future, and if we successfully license additional music libraries or any film libraries, we will incur additional personnel costs. In order for us to attract and retain quality personnel, management anticipates that 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 has not been significant. Our operations are located primarily in Canada. There are no legal or practical restrictions on our ability to transfer funds between Sound Revolution and our subsidiary companies.

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Plan of Operation for the 12 Months ending May 31, 2009

Our plan is for Charity Tunes Inc. to market the website www.charitytunes.comand build alliances to increase traffic to our site. We are also looking for companies or businesses to acquire through a reverse merger.

Research and Development

During the three months ended May 31, 2008, we incurred $0 in expenses related to research and development. We do not anticipate that we will spend anything on research and development over the next 12 months.

Purchase of Significant Equipment

None.

Employees

We currently have no employees.

Subsequent Events

On June 10, 2008, our Board of Directors and holders of a majority of the outstanding shares of common stock approved (i) a 1-for-42 reverse stock split of the outstanding shares of common stock the Company and (ii) an increase in the number of authorized share capital of the Company from 100,000,000 to 110,000,000 shares. 100,000,000 shares out the total authorized capital shall be common stock and 10,000,000 shall be preferred stock. On June 26, 2008, the reverse stock split and the increase in the authorized capital came into effect.

We amended our Articles of Incorporation to effect the increase in the authorized capital and the reverse stock split by filing a Certificate of Amendment with the Delaware Secretary of State. On June 26, 2008, as a result of the Amendment, the number of the outstanding shares of our common stock was decreased from 10,854,629 shares to 258,444 shares of common stock.

The Companys symbol on the Over the Counter Bulletin Board has changed, effective June 26, 2008, as a result of the reverse split from SRVN.OB to SRLU.OB.

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Critical Accounting Policies

Our critical accounting policies, including their underlying assumptions and judgments, 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 the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for the application of managements judgment. 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 Sound Revolutions critical accounting policies to be:

Revenue Recognition and Cost of Revenue

The Company recognizes revenue from the online sale music in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements. The Company accounts for revenue as a principal using the guidance in EITF 99-19, Reporting Revenue Gross as a Principal vs. Net as an Agent. Revenue consists of the sale of music and is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the product is shipped, and collectibility is reasonably assured.

Stock-Based Compensation

Prior to the March 1, 2006 adoption of the Financial Accounting Standards Board (SFAS) 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 Statement 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, we adopted the fair value recognition provisions of SFAS 123R using the modified-prospective transition method. Under this transition method, stock-based compensation expenses are recognized in the consolidated financial statements for granted, modified, or settled stock options. Compensation expenses recognized include the estimated expenses 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 expenses 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.

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Known Material Trends and Uncertainties

As of May 31, 2008 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.

Related Party Transactions

During the three months period ended May31, 2008, we paid $15,750 to our President and Chief Executive Officer in management fees pursuant to a management agreement. As at May 31, 2008, $2,250 is owed to him.

On May 30, 2008 Penny Green and Bacchus Entertainment Ltd. entered into an agreement with us whereby all monies and interest owed by us to Bacchus Entertainment were assigned to Penny Green. Under the agreement the parties agreed that no further interest will be charged on any outstanding balance of the monies loaned and we shall pay the full amount of the loan, being $415,560 as of May 30, 2008, on demand to Penny Green.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Not applicable.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is designed 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.

Because of our inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of February 29, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control  Integrated Framework.

Management conducted a walk through of the procedures and controls documented in this memo or relied on personal knowledge where no walk through was possible in order to test the effectiveness of our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of February 29, 2008, we determined that there were control deficiencies that constituted material weaknesses, as described below.

|1. | Certain entity level controls establishing a tone at the top were considered material weaknesses. We have no audit committee and none of our directors is considered to be a financial expert. Only two of our directors, Garry Newman and Susanne Milka, are independent. There is no policy on fraud and no code of ethics at this time, though we plan to implement such policies in fiscal 2008.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | There are no preventative and detective IT systems in place to prevent and/or detect fraud other than password protection. There are no software based accounting controls in place to prevent double entries, monitor performance, etc. Caseware software is used to record all accounting transactions.                                                                                             
|  
|3. | We lack a sufficient complement of personnel to maintain segregation of duties in the area of cash management and financial reporting.                                                                                                                                                                                                                                                                
|  

24

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The recommendations to remediate these deficiencies are as follows:

|1. | Appoint a minimum of two independent directors to the board of directors and then implement an audit committee to review all financial statements and SEC filings and oversee the development of corporate policies.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|  
|--
|2.
|  
|3.
|  

Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the companys internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of February 29, 2008 based on criteria established in Internal ControlIntegrated Frameworkissued by COSO

We did not change our internal control over financial reporting during our last fiscal quarter of 2008 in connection with the results of Managements report, nor have we made any changes to our internal control over financial reporting as of May 31, 2008.

25

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PART II  OTHER INFORMATIONItem 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings.

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 and Use of Proceeds.

On June 10, 2008, holders of a majority (72%) of the outstanding shares of our common stock approved (i) a 1-for-42 reverse stock split of the outstanding shares of our common stock and (ii) an increase in the number of our authorized share capital from 100,000,000 to 110,000,000 shares, of which 100,000,000 are common and 10,000,000 are preferred shares. As the result of the reverse split, our issued and outstanding capital was decreased from 10,854,629 to 258,444 shares of common stock. We amended our Articles of Incorporation to effect the aforementioned changes by filing a Certificate of Amendment with the Delaware Secretary of the State.

Item 5. Other Information.

None.

26

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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits

Exhibit Number
     Exhibit Description3.1
     Certificate of Amendment of the Article of Incorporation (incorporated by reference as  Exhibit Number 3.1 of disclosure in Form 8-K filed June 26, 2008)10.1
     LoanAgreement dated May 30, 2008 between Sound Revolution Inc., Penny Green,  and Bacchus Entertainment Ltd.Certifications31.1
     Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 200231.2
     Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 200232.1
     Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
     Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


27

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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.

SOUND REVOLUTION INC.
(Registrant)Date: July 15, 2008
     By: /s/ Penny GreenPenny Green, Chairman, Secretary,Chief Financial Officer and DirectorDate: July 15, 2008
     By: /s/ Robin RamRobin Ram, PresidentChief Executive Officer and Director


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