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

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period endedNovember 30, 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.
|---------------------

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

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



|(416) 271.9695
|--------------

Former name, former address, and former fiscal year, if changed since last report

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

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

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

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



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APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers classes of commonequity, as of the latest practicable date:

As of January 10, 2008, the registrants outstanding common stock consisted of 10,854,629 shares.

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



Table of ContentsPART I - FINANCIAL INFORMATION
     
     2Item 1
     
     Financial Statements
     
     2Item 2
     
     Management's Discussion and Analysis or Plan of Operation
     
     3Item 3
     
     Controls and Procedures
     
     13Part II - OTHER INFORMATION
     
     15Item 1
     
     Legal Proceedings
     
     15Item 2
     
     Changes in Securities and Use of Proceeds
     
     15Item 3
     
     Defaults Upon Senior Securities
     
     15Item 4
     
     Submission of Matters to a Vote of Securities Holders
     
     15Item 5
     
     Other Information
     
     15Item 6
     
     Exhibits and Reports on Form 8-K
     
     16Signatures
     
     17


1

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|PART I - FINANCIAL INFORMATION
|------------------------------

Safe Harbor Statement

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

Item 1. Financial Statements.

Sound Revolution, Inc.(A Development Stage Company)November 30, 2007IndexConsolidated Balance Sheet
     
     F-1Consolidated Statements of Operations
     
     F-2Consolidated Statements of Comprehensive Income (Loss)
     
     F-3Consolidated Statements of Stockholders Equity
     
     F-4Consolidated Statements of Cash Flows
     
     F-5Notes to the Consolidated Financial Statements
     
     F-6


2

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Sound Revolution, Inc.(A Development Stage Company)Consolidated Balance Sheet(Expressed in US Dollars)(Unaudited)November30,2007ASSETSCurrent Assets$Cash
     
     18,120Prepaid expenses
     
     38,704Total Current Assets
     
     56,824Investment (Note 2)
     
     10,000Property and Equipment (Note 3)
     
     10,946Web Site Development Costs (Note 3)
     
     34,756Music Rights
     
     342$Total Assets
     
     112,868LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities$Accounts payable and accrued expenses
     
     114,963Accrued interest due to stockholder
     
     51,544Note payable to stockholder
     
     379,130Total Current Liabilities
     
     559,637Contingencies (Note 1)Stockholders Equity (Deficit)Common Stock: 80,000,000 shares authorized, $0.0001 par value10,854,629 shares issued and outstanding
     
     1,084Additional Paid-in Capital
     
     360,515Accumulated Other Comprehensive Loss
     
     3,102Deficit Accumulated During the Development Stage
     
     (811,470)Total Stockholders Equity (Deficit)
     
     (446,769)$Total Liabilities and Stockholders Equity (Deficit)
     
     112,868




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

F-1

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Sound Revolution, Inc.(A Development Stage Company)Consolidated Statements of Operations(Expressed in US Dollars)(Unaudited)For the
Three MonthPeriod EndedNovember 30,2007
     For the
Three MonthPeriod EndedNovember 30,2006
     For theNine MonthPeriod EndedNovember 30,2007
     For the
Nine MonthPeriod EndedNovember 30,2006
     AccumulatedFromJune 4, 2001(Date ofInception)toNovember30,2007Sales
     $ 171
     $ 137
     $ 645
     $321
     $5,120Cost of Sales
     422
     646
     1,220
     1,066
     6,906Gross Margin
     (251)
     (509)
     (575)
     (745)
     (1,786)ExpensesDirectors fees
     22,988
     6,000
     34,260
     6,000
     41,291Marketing
     7,639
     
     12,171
     
     20,348Management fees
     15,900
     23,360
     47,700
     38,545
     110,881Professional fees
     183
     6,550
     19,193
     42,530
     144,736Research and development
     
     35,191
     30,273
     49,557
     107,188Share based compensation
     
     55,516
     25,670
     55,516
     118,477General and administrative
     15,366
     59,522
     74,797
     84,902
     214,091Interest expense
     9,265
     8,995
     24,904
     14,278
     52,497Total Expenses
     71,341
     195,134
     268,968
     291,328
     809,509Operating Loss
     (71,592)
     (195,643)
     (269,543)
     (292,073)
     811,295Other IncomeGain on issue by subsidiary of itsown shares outside theconsolidated group
     (3)
     
     
     
     -Non-controlling interest
     (70)
     
     
     
     -Loss on sale of subsidiary
     (175)
     
     (175)
     
     (175)Net Loss
     $ (71,840)
     $ (195,643)
     $ (269,718)
     $ (292,073)
     $ (811,470)Net Loss Per Share  Basic andDiluted
     $ (0.01)
     $ (0.02)
     $ (0.02)
     $ (0.03)Weighted Average SharesOutstanding
     10,853,582
     10,527,085
     10,798,787
     10,421,171




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

F-2



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Sound Revolution, Inc.(A Development Stage Company)Consolidated Statements of Comprehensive Income (Loss)(Expressed in US Dollars)(Unaudited)AccumulatedFromFor the
     
     For the
     
     For the
     
     For the
     
     June 4, 2001Three Months
     
     Three Months
     
     Nine Months
     
     Nine Months
     
     (Date ofEnded
     
     Ended
     
     Ended
     
     Ended
     
     Inception)November 30,2007
     
     November 30,2006
     
     November 30,2007
     
     November 30, 2006
     
     to November30,2007Net Loss
     
     $ (71,840)
     
     $ (195,643)
     
     $ (269,718)
     
     $ (292,073)
     
     $ (811,470)Other comprehensive income (loss)Foreign currency translation adjustment
     
     957
     
     831
     
     1,679
     
     (239)
     
     3,102Comprehensive Loss
     
     $ (70,833)
     
     $ (194,812)
     
     $ (268,312)
     
     $ (292,312)
     
     $ (808,368)




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



|F-3
|---



---

Sound Revolution, Inc.(A Development Stage Company)Consolidated Statements of Stockholders Equity (Deficit)For the Period from June 4, 2001 (Date of Inception) to November 30, 2007Deficit
     AccumulatedAccumulated
     OtherAdditional
     During the
     ComprehensiveCommon
     Stock
     Paid-in
     Development
     IncomeShares
     Amount
     Capital
     Stage
     (Loss)
     Total#
     $
     $
     $
     $
     $Balance  June 4, 2001 (Date of Inception)
     
     
     
     
     
     Issuance of common stock for cash:June 15, 2001
     8,000,000
     800
     
     
     
     800June 27, 2001
     2,000,000
     200
     7,054
     
     
     7,254August 31, 2001
     7,000
     1
     904
     
     
     905Translation adjustment
     
     
     
     
     (659)
     (659)Net loss for the period
     
     
     
     (8,692)
     
     (8,692)Balance - February 28, 2002
     10,007,000
     1,001
     7,958
     (8,692)
     (659)
     (392)Translation adjustment
     
     
     
     
     (137)
     (137)Net loss for the year
     
     
     
     (2,636)
     
     (2,636)Balance  February 28, 2003
     10,007,000
     1,001
     7,958
     (11,328)
     (796)
     (3,165)Translation Adjustment
     
     
     
     
     (437)
     (437)Net loss for the year
     
     
     
     (1,632)
     
     (1,632)Balance  February 29, 2004
     10,007,000
     1,001
     7,958
     (12,960)
     (1,233)
     (5,234)Issuance of common stock for cash, July 2004
     248,314
     25
     49,638
     
     
     49,663Issuance of common stock for professional services, July 2004
     14,500
     1
     2,899
     
     
     2,900Translation adjustment
     
     
     
     
     1,588
     1,588Net loss for the year
     
     
     
     (43,968)
     
     (43,968)Balance  February 28, 2005
     10,269,814
     1,027
     60,495
     (56,928)
     355
     4,949Issuance of common stock for professional services, July 2005
     83,347
     8
     24,996
     
     
     25,004Translation adjustment
     
     
     
     
     (887)
     (887)Net loss for the year
     
     
     
     (67,691)
     
     (67,691)Balance  February 28, 2006
     10,353,161
     1,035
     85,491
     (124,619)
     (532)
     (38,625)




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



|F-4
|---



---

Sound Revolution, Inc.(A Development Stage Company)Consolidated Statements of Stockholders Equity (Deficit)For the Period from June 4, 2001 (Date of Inception) to November 30, 2007Deficit
     AccumulatedAccumulated
     OtherAdditional
     During the
     ComprehensiveCommon
     Stock
     Paid-in
     Development
     IncomeShares
     Amount
     Capital
     Stage
     (Loss)
     Total#
     $
     $
     $
     $
     $Balance  February 28, 2006
     10,353,161
     1,035
     85,491
     (124,619)
     (532)
     (38,625)Issuance of common stock for professionalservices, March 2006
     15,000
     2
     5,248
     
     
     5,250Issuance of common stock for debt settlement,April 2006
     3,030
     
     1,000
     
     
     1,000Issuance of common stock for managementservices, June 2006
     20,000
     2
     4,998
     
     
     5,000Issuance of common stock for professionalservices, July 2006
     13,200
     1
     12,011
     
     
     12,012Issuance of common stock for research anddevelopment, July 2006
     4,000
     
     1,880
     
     
     1,880Issuance of common stock for consultingservices, July 2006
     8,000
     1
     3,759
     
     
     3,760Issuance of common stock for consultingservices, August 2006
     4,200
     
     1,974
     
     
     1,974Issuance of common stock for research anddevelopment, August 2006
     3,350
     
     1,508
     
     
     1,508Issuance of common stock for consultingservices, August 2006
     9,050
     1
     4,854
     
     
     4,855Issuance of common stock for managementservices, August 2006
     2,200
     
     1,364
     
     
     1,364Issuance of common stock for managementservices, August 2006
     25,200
     3
     15,621
     
     
     15,624Issuance of common stock for managementservices, August 2006
     5,785
     1
     3,701
     
     
     3,702Issuance of stock for consulting services,September 2006
     
     
     2,464
     
     
     2,464Issuance of stock options for managementservices, September 2006
     
     
     48,300
     
     
     48,300Issuance of common stock for webdevelopment services, September 2006
     20,000
     2
     11,998
     
     
     12,000Issuance of common stock for capitalequipment, September 2006
     22,600
     2
     13,558
     
     
     13,560Issuance of common stock for research anddevelopment, September 2006
     5,200
     1
     2,391
     
     
     2,392Issuance of common stock for promotionalservices, September 2006
     30,000
     3
     6,297
     
     
     6,300Issuance of stock options for consultingservices, October 2006
     
     
     3,843
     
     
     3,843Issuance of stock options for directors fees,November 2006
     
     
     38,200
     
     
     38,200Issuance of common stock for promotionalservices, November 2006
     80,000
     8
     21,592
     
     
     21,600Issuance of common stock for research anddevelopment, December 2006
     14,870
     1
     5,947
     
     
     5,948Translation adjustment
     
     
     
     
     1,955
     1,955Net loss for the year
     
     
     
     (417,133)
     
     (417,133)Balance  February 28, 2007
     10,638,846
     1,063
     297,999
     (541,752)
     1,423
     (241,267)(The accompanying notes are an integral part of these consolidated financial statements)F-5


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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 November 30, 2007Deficit
     AccumulatedAccumulated
     OtherAdditional
     During the
     ComprehensiveCommon
     Stock
     Paid-in
     Development
     IncomeShares
     Amount
     Capital
     Stage
     (Loss)
     Total#
     $
     $
     $
     $
     $Balance  February 28, 2007
     10,638,846
     1,063
     297,999
     (541,752)
     1,423
     (241,267)Issuance of common stock for managementservices, April, 2007
     150,000
     15
     22,485
     
     
     22,500Issuance of stock options for managementservices, March, 2007
     
     
     18,270
     
     
     18,270Issuance of stock options for directors fees,May 2007
     
     
     7,400
     
     
     7,400Issuance of common stock for consultingservices, June 2007
     32,031
     3
     7,365
     
     
     7,368Issuance of common stock for directors fees,July 2007
     14,705
     2
     4,998
     
     
     5,000Issuance of common stock for directors fees,September 2007
     19,047
     2
     1,998
     
     
     2,000Foreign currency translation
     
     
     
     
     1,679
     1,679Net loss for the period
     
     
     
     (269,718)
     
     (269,718)Balance  November 30, 2007 (Unaudited)
     10,854,629
     1,085
     360,515
     (811,470)
     3,102
     (446,768)


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

F-6

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

AccumulatedFromFor the
     
     For the
     
     June 4, 2001Nine Month
     
     Nine Month
     
     (Date ofPeriod Ended
     
     Period Ended
     
     Inception)November 30,
     
     November 30,
     
     to November 30,2007
     
     2006
     
     2007Operating Activities$Net loss for the period
     
     (269,718)
     
     $ (292,073) $
     
     (811,470)Adjustments to reconcile net loss to net cashused in operating activitiesDepreciation expense
     
     27,676
     
     9,145
     
     45,410Shares issued for services
     
     36,868
     
     94,221
     
     164,941Stock options issued in exchange forservices
     
     25,670
     
     55,516
     
     118,477Change in operating assets and liabilitiesPrepaid expenses and other
     
     (9,651)
     
     (32,007)
     
     (38,704)Accounts payable and accrued expenses
     
     7,127
     
     29,048
     
     64,656Accrued interest due to stockholder
     
     24,923
     
     15,319
     
     51,544Deposit
     
     
     
     (10,000)
     
     Net Cash Used In Operating Activities
     
     (157,105)
     
     (130,831)
     
     (405,146)Investing ActivitiesPurchase of music rights
     
     
     
     (3)
     
     (291)Purchase of office equipment
     
     
     
     (1,279)
     
     (14,794)Web site development costs
     
     (1,800)
     
     (17,328)
     
     (11,479)Investment
     
     
     
     
     
     (10,000)Net Cash Flows Used In Investing Activities
     
     (1,800)
     
     (18,610)
     
     (36,564)Financing ActivitiesAdvances from (repayments to) stockholder
     
     168,372
     
     144,451
     
     393,130Proceeds from issuance of common stock
     
     
     
     5,000
     
     63,622Net Cash Flows Provided By Financing Activities
     
     168,372
     
     149,451
     
     456,752Foreign exchange effect on cash
     
     1.679
     
     (239)
     
     3,078Increase (Decrease) in Cash
     
     11,146
     
     (229)
     
     18,120Cash - Beginning of Period
     
     6,974
     
     1,559
     
     




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

F-7



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Cash - End of Period
     
     $  18,120
     
     $ 1,330
     
     $ 18,120Non-cash Investing and Financing ActivitiesCommon stock issued for property and equipment
     
     $ 
     
     $ 13,560
     
     $ 13,560Common stock issued for debt settlement
     
     
     
     1,000
     
     1,000Supplemental DisclosuresInterest paid
     
     $ 
     
     $ 
     
     $ 1,082Income taxes paid
     
     
     
     
     
     




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



|F-7
|---



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1. The Company and Summary of Significant Accounting Policies

The Company

Sound Revolution, Inc. (the "Company"), was incorporated under the laws of the State of Delaware. While the Company sponsored one marketing event to promote its intended purpose in fiscal year 2004 and has begun to realize nominal revenues from its website, it continues to be in the development stage. The Company is planning to pursue the business of providing tools and services for music distribution and promotion and is currently designing a website for this purpose. The Company has two wholly-owned subsidiaries: (i) Sound Revolution Recordings, Inc., which was incorporated in British Columbia, Canada on June 20, 2001, for the purpose of carrying on music marketing services in British Columbia, and (ii) Charity Tunes, Inc., which was incorporation in the State of Delaware on June 27, 2005 for the purpose of operating a website for the distribution of songs online. The Company also had an 83% equity interest in Buzz Tub Media Inc., which was incorporated under the laws of the State of Nevada on March 8, 2007. The Company sold its interest in Buzz Tub on October 4, 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., and Charity Tunes, Inc. All inter-company accounts and transactions have been eliminated.

Going Concern

As shown in the financial statements, the Company is in the development stage and has not yet developed a commercially viable product or generated significant revenues from their intended business activities. In addition, the Company has incurred losses since inception resulting in a net accumulated deficit of $811,470 at November 30, 2007, and has used cash of $405,146 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 ($393,130 has been drawn through November 30, 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.

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



|F-8
|---



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1. The Company and Summary of Significant Accounting Policies (Continued)

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

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, 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. The Company had no employee share based compensation issued and outstanding at November 30, 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 the right 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.



|F-9
|---

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

---



|3. Property and Equipment
|-------------------------

Cost
     
     Accumulated Amortization
     
     Net Carrying ValueComputer Equipment
     
     $ 16,745
     
     $ 5,799
     
     $ 10,946Website Development Costs
     
     74,525
     
     39,769
     
     34,756$ 91,270
     
     $ 45,568
     
     $ 45,702


|4. | Acquisition and sale of Buzz Tub Media Inc.                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                            
|  
|   |                                                                                                                                                                                                                                                                                                                                                               
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                            
|  
|5. | Advances from related party and related party transactions                                                                                                                                                                                                                                                                                                    
|  
|   | During the period ended November 30, 2007, directors of the Company received $47,700 in management fees pursuant to management agreements, and the Company has paid $19,272 in directors fees to a director of the Company. The Company has also prepaid $15,600 in management fees to a director and $4,000 in directors fees to a director of the Company.
|  
|6. | Common Stock                                                                                                                                                                                                                                                                                                                                                  
|  
|   | 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 $7,368.                                                                                                                                                                            
|  
|   | On July 16, 2007, the Company issued 14,705 shares of common stock with a fair value of $0.34 per share in consideration for director services provided in the amount of $5,000.                                                                                                                                                                              
|  

On September 5, 2007, the Company issued 19,047 shares of common stock with a fair value of $0.105 per share in consideration for director services provided in the amount of $2,000.



|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 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$ 0.80
     
     10,000
     
     .81
     
     $ 0.80
     
     10,000
     
     $ 0.80$ 1.00
     
     100,000
     
     .81
     
     $ 1.00
     
     100,000
     
     $ 1.00$ 1.50
     
     100,000
     
     .81
     
     $ 1.50
     
     100,000
     
     $ 1.50$ 0.26
     
     15,000
     
     .84
     
     $ 0.26
     
     15,000
     
     $ 0.26$ 0.30
     
     100,000
     
     .92
     
     $ 0.30
     
     100,000
     
     $ 0.30$ 2.50
     
     100,000
     
     1.35
     
     $ 2.50
     
     100,000
     
     $ 2.50$ 0.16
     
     50,000
     
     1.42
     
     $ 0.16
     
     50,000
     
     $ 0.16475,000
     
     1.01
     
     $ 1.16
     
     475,000
     
     $ 1.16


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

Number of Shares
     
     Weighted Average Price Per ShareBalance at June 4, 2001 (date of
     
     
     $
     Granted
     
     
     
     Exercised
     
     
     
     Cancelled or expired
     
     
     
     Outstanding at February 28, 2006
     
     
     $
     Granted
     
     10,000
     
     0.80Granted
     
     100,000
     
     1.00Granted
     
     100,000
     
     1.50Granted
     
     15,000
     
     0.26Granted
     
     100,000
     
     0.30Exercised
     
     
     
     Cancelled or expired
     
     
     
     Outstanding at February 28, 2007
     
     325,000
     $
     0.77Granted
     
     100,000
     
     2.50Granted
     
     50,000
     
     0.16Outstanding at November 30, 2007
     
     475,000
     $
     1.16


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 November 30, 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 nine-month period ended November 30, 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 November 30, 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 nine-month period ended November 30, 2007.

F-11

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

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|8.  | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | b) On October 10, 2007, the Company entered into an amendment agreement with Puretracks Inc. (Puretracks), whereby the Company agreed to pay to Puretracks, effective as of August 29, 2007, CDN$0.09 per track and CDN$1.08 per album download from the Companys Charity Tunes website in Canada and $0.08 per track and $0.96 per album downloaded from the Companys Charity Tunes website in the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|9.  | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | There are no new accounting pronouncements that have been issued but that are not yet effective, that are expected to have a material impact on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|a)  | On January 3, 2008, the Company through its wholly owned subsidiary Charity Tunes Inc., entered into an Agency and Promotion agreement (the Agreement) with World Wildlife Fund Canada (WWF-Canada) to raise money and awareness of WWF-Canadas cause through the participation in promotional programs with Charity Tunes. The term of the agreement is one year, extended from year to year with a termination notice of 30 days prior to the end of a term by either party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | The Company will collect an amount equal to a minimum of 10% of the purchase price of a song or other digital content or products sold in its website for which purchasers select WWF-Canada as the recipient of the donation. Donations collected will be forwarded to WWF-Canada every calendar quarter if donations owed by Charity Tunes are at least $100.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|b)  | On August 31, 2004, the Company entered into an agreement with its current director and chief executive officer, Penny Green, and Bacchus Entertainment Ltd., a company 100% owned by Penny Green, whereby the net amount of monies borrowed by the Company from Penny Green or Bacchus Entertainment would all convert to a loan payable by the Company to Bacchus Entertainment and that Bacchus Entertainment would make further loans to the Company 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 the Company by Penny Green or Bacchus Entertainment would 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.
|   



|F-12
|----

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

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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2007 COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 2006, FOR THE NINE MONTHS ENDED NOVEMBER 30, 2007 COMPARED TO THE NINE MONTHS ENDED NOVEMBER 30, 2006, AND FOR THE PERIOD FROM JUNE 4, 2001 (DATE OF INCEPTION) TO NOVEMBER 30, 2007.

Revenues:

During the three months ended November 30, 2007, we realized total revenue of $171 compared to $137 in revenue for the three months ended November 30, 2006 and we incurred a net loss for the three months ended November 30, 2007 of ($71,840) compared to a net loss of ($195,643) for the same period in 2006. During the nine months ended November 30, 2007, we realized total revenue of $645 compared to $321 in revenue for the nine months ended November 30, 2006 and we incurred a net loss for the nine months ended November 30, 2007 of ($269,718) compared to a net loss of ($292,073) for the same period in 2006. The decrease in net loss for 2007 in spite of our revenues remaining constant 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.

From June 4, 2001 (date of inception) to November 30, 2007, we have accumulated total expenses of $809,509 and net loss of ($811,470). 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 six months ended November 30, 2007 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 November 30, 2007 were $15,900 compared to $23,360 for the same period ended November 30, 2006. Our management fees for the nine months ended November 30, 2007 were $47,700 compared to $38,545 for the same period ended November 30, 2006. Our total accumulated management fees from June 4, 2001 (date of inception) to November 30, 2007 are $110,881.

Our directors fees for the three months ended November 30, 2007 were $22,988 compared to $6,000 for the same period ended November 30, 2006. Our directors fees for the nine months ended November 30, 2007 were $34,260 compared to $6,000 for the same period ended November 30, 2006. Our total accumulated directors fees from June 4, 2001 (date of inception) to November 30, 2007 are $41,291.

Our interest expense for the three months ended November 30, 2007 was $9,265 compared to $8,995 for the same period ended November 30, 2006. Our interest expense for the nine months ended November 30, 2007 was $24,904 compared to $14,278 for the same period ended November 30, 2006. Our total accumulated interest expense from June 4, 2001 (date of inception) to November 30, 2007 is $52,497.

3

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Our marketing expense for the three months ended November 30, 2007 was $7,639 compared to $0 for the same period ended November 30, 2006. Our marketing expense for the nine months ended November 30, 2007 was $12,171 compared to $0 for the same period ended November 30, 2006. Our total accumulated marketing expense from June 4, 2001 (date of inception) to November 30, 2007 is $20,348.

Our general and administrative expenses for the three months ended November 30, 2007 are $15,366 compared to $59,522 for the three months ended November 30, 2006. This decrease in general and administrative expenses is mainly the result of decreased software development costs. Our general and administrative expenses for the nine months ended November 30, 2007 are $74,797 compared to $84,902 for the nine months ended November 30, 2006. Our accumulated general and administrative expenses from June 4, 2001 (date of inception) to November 30, 2007 are $214,091.

Our research and development costs for the three months ended November 30, 2007 were $0 compared to $35,191 for the same period ended November 30, 2006. For the nine month period ended November 30, 2007 our research and development costs were $30,273 compared to $49,557 for the same period ended November 30, 2006. 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 November 31, 2007 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 August 31, 2007 are $107,188.

Our professional fees for the three months ended November 30, 2007 were $183 compared to $6,550 for the same period ended November 30, 2006.For the nine months ended November 30, 2007 our professional fees were $19,193 compared to $42,530 for the same period ended November 30, 2006. Our professional fees are mainly attributable to our auditor costs. Our total accumulated professional fees from June 4, 2001 (date of inception) to August 31, 2007 are $144,736.

We issued share based compensation of $0 during the three months ended November 30, 2007 compared to $55,516 for same period ended November 30, 2006. During the nine months ended November 30, 2007, we issued stock based compensation of $25,670 compared to $55,516 for the same period ended November 30, 2006. From June 4, 2001 (date of inception) to August 31, 2007 we issued $118,477 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.

4

---

Net Losses:

Our Net loss for the three months ended November 30, 2007 was ($71,840) and our loss per share was ($0.01) compared to a net loss of ($195,643) and loss per share of ($0.02) for the same period in 2006. Our Net loss for the nine months ended November 30, 2007 was ($269,718) and our loss per share was ($0.02) compared to a net loss of ($292,073) and loss per share of $(0.03) for the same period in 2006. 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 November 30, 2007 is ($811,470).

5

---

Liquidity and Capital Resources:

As of November 30, 2007, we had cash of $18,120. 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 ($811,295) from inception on June 4, 2001 through August 31, 2007, 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 ($811,470). We met our cash requirements during the development stage through the receipt of $393,130 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 $393,130 advanced to us by Bacchus Entertainment, $168,372 was advanced to us during the nine months ended November 30, 2007. We have generated nominal revenues in this period, and realized a negative cash flow from operations of ($157,105) for the nine months ended November 30, 2007 compared to a negative cash flow from operations of ($130,831) for the same period in 2006. From June 4, 2001 (date of inception) to August 31, 2007, we have realized a negative cash flow from operations of ($405,146). We have achieved liquidity from June 4, 2001 (date of inception) to November 30, 2007 principally from $393,130 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. 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.

Our losses for the nine months ended November 30, 2007 were ($269,718) or ($29,968) per month compared to ($292,073) or ($32,452) per month for the same period 2006. We estimate that our expenses over the next 12 months (beginning December 2007) will be approximately as follows:

6

---

Target completion date
     
     Our approximateor, ifWhat we must do and how we will do it
     
     not known, number of
     
     costmonthsto complete
     
     to complete (US$)Implement PIN program
     
     March 1, 2008
     $
     15,000Development of various added features for charitytunes.com websites
     
     March 1, 2008 $
     $
     10,000Launch party
     
     May 1, 2008 $
     $
     20,000Integrate 100,000 tv programs and movies into database
     
     24 months $
     $
     25,000Implement sale of ringtones through mobile carriers
     
     June 1, 2007 $
     $
     15,000Hardware purchases for digital storage
     
     February, 2007 $
     $
     20,000Launch foreign language websites (Indian, Chinese, German, Spanish, French)
     
     12 months $
     $
     75,000Completion of more FanPro marketing tools
     
     12 months $
     $
     40,000Royalty advances delivery costs, music
     
     12 months $
     $
     100,000Royalty advances & delivery costs, movies
     
     12 months $
     $
     100,000Celebrity spokesperson / ambassadors
     
     12 months $
     $
     60,000Radio/print/TV marketing budget
     
     12 months $
     $
     300,000Tradeshow budget
     
     12 months $
     $
     50,000Online search optimization
     
     12 months $
     $
     10,000Publicist
     
     12 months $
     $
     50,000Promotional merchandise
     
     12 months $
     $
     10,000Sound Revolution record label
     
     12 months $
     $
     60,000Travel
     
     12 months $
     $
     20,000Legal and Accounting
     
     12 months $
     $
     45,000Management/ Director Fees
     
     12 months $
     $
     205,000Corporate Communications and Investor Relations
     
     12 months $
     $
     500,000General Administration and working capital
     
     12 months $
     $
     270,000Total
     
     
     
     $ 2,000,000


As of November 30, 2007, we had cash of $18,120 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.

7

---

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.

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.

On July 10, 2007 we entered into a consulting agreement with Velocity Communications Ltd. (Velocity). Pursuant to the agreement, Velocity will create and implement a comprehensive investor and public relations strategy for us for the North American market. Velocitys services will include but will not be limited to the operation of an investor relations telephone information line for us.

The term of the agreement is for 12 months. In consideration for Velocitys services, we will compensate Velocity with 10,000 restricted common shares in our capital stock per month during the term of the agreement, payable in advance. We will also pay to Velocity a flat fee of $1,500 per month to cover all expenses. If the agreement is terminated by either of the parties, any compensation paid to Velocity and not accrued at the time of termination will be refundable to us.

At January 10, 2008, the effective date of the agreement with Velocity has been delayed indefinitely by the parties. Velocity has not provided any services to us and we have not issued any shares or made any cash payments to Velocity pursuant to the agreement.

On October 10, 2007, we entered into an amendment agreement with Puretracks Inc. (Puretracks), whereby we agreed to pay to Puretracks, effective as of August 29, 2007, CDN$0.09 (approximately USD$0.09) per track and CDN$1.08 (approximately USD$1.08) per album download from our Charity Tunes website in Canada and $0.08 per track and $0.96 per album downloaded from our Charity Tunes website in the United States. The amendment agreement also updates Puretracks standard service level commitments of to us. The amendment agreement amends the webservice agreement between us and Puretracks dated December 7, 2007 and filed by us in as exhibit 10.6 of our report on form 10-KSB filed on June 13, 2007.

8

---

Plan of Operation for the 12 Months ending November 30, 2008

Our plan is to build content for our websitewww.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 FanPro email management software in 2008 if we are successful in raising additional capital.

9

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Research and Development

During the three months ended November 30, 2007, we incurred $0 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 ourwww.charitytunes.complatform, developing our FanPro software, and the cost of integrating newly acquired content towww.charitytunes.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 websitewww.charitytunes.comincreases significantly, we anticipate purchasing additional electronic storage and related server hardware 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 or 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.

Subsequent Events

On January 1, 2008, the Company entered into an Amendment to Loan Agreement with our director and Chief financial Officer, Penny Green, and Bacchus Entertainment Ltd., a company 100% owned by Penny Green. The agreement amends the loan agreement between the parties dated August 31, 2004 as amended on November 30, 2004, on January 1, 2007 and on June 30, 2007. The amendment agreement, waives the January 1, 2008 payment deadline for amounts advanced to the Company pursuant to the loan agreement and makes those amounts payable upon demand by Bacchus Entertainment.

On January 3, 2008, through our wholly owned subsidiary Charity Tunes Inc., we entered into an Agency and Promotion agreement with World Wildlife Fund Canada (WWF-Canada) to raise money and awareness of WWF-Canadas cause through the participation in promotional programs with Charity Tunes. The term of the agreement is one year, extended from year to year with a termination notice of 30 days prior to the end of a term by either party.

10

---

We will collect an amount equal to a minimum of 10% of the purchase price of a song or other digital content or products sold in our websites for which purchasers select WWF-Canada as the recipient of the donation. Donations collected will be forwarded to WWF-Canada every calendar quarter if donations owed by Charity Tunes are at least $100.

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.

11

---

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 being the Sound Revolutions critical accounting policies.

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 August 31, 2007.

Known Material Trends and Uncertainties

As of November 30, 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.

12

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Related Party Transactions

During the three months period ended November 30, 2007, we paid $15,900 to our directors in management fees pursuant to management agreements, and we have paid $22,988 in directors fees to one of our directors. We have also prepaid $15,600 in management fees to a director and $4,000 in directors fees to a director of the Company.

Pursuant to a management agreement, we are obligated to issue 50,000 stock options to a director in exchange for services rendered each quarter. At November 30, 2007, we recorded a fair value of $9,827 and $5,161 for the second and third quarters, respectively. This amount was charged to director fees and is included in note payable to stockholder since the options have not been issued yet.

On October 1, 2007, we acquired 1,000,000 shares of common stock of Buzz Tub Media Inc. (Buzz Tub) from Penny Green, our director and chief financial officer, in consideration for $10, representing approximately 3% of the outstanding capital stock of Buzz Tub. Previously, on March 10, 2007, we acquired 29,000,000 shares of common stock of Buzz Tub from Ms. Green, in consideration for $290, representing approximately 80% of the outstanding capital stock of Buzz Tub.

On October 4, 2007, we entered into a share purchase agreement with Robin Ram, our director, President, and Chief Executive Officer to sell 30,000,000 shares of common stock of Buzz Tub for an aggregate purchase price of $300. We have advanced $175 to Buzz Tub during the nine-month period ended November 30, 2007. Upon the sale of our equity interest in Buzz Tub, this amount was forgiven and accordingly, we recognized a loss on sale of subsidiary of ($175).

On January 1, 2008, the Company entered into an Amendment to Loan Agreement with our director and Chief financial Officer, Penny Green, and Bacchus Entertainment Ltd., a company 100% owned by Penny Green. The agreement amends the loan agreement between the parties dated August 31, 2004 as amended on November 30, 2004, on January 1, 2007 and on June 30, 2007. The amendment agreement, waives the January 1, 2008 payment deadline for amounts advanced to the Company pursuant to the loan agreement and makes those amounts payable upon demand by Bacchus Entertainment.

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

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periods specified in the Securities and Exchange Commission's rules and forms. During the quarter ended August 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.

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|PART II  OTHER INFORMATION
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Item 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:

On October 4, 2007, the Company entered into a share purchase agreement with the President of the Company, Robin Ram, to sell 30,000,000 shares of common stock of Buzz Tub Media Inc. for an aggregate purchase price of US$300.

Item 3. Defaults upon Senior Securities:

None

Item 4. Submission of Matters to a Vote of Security Holders:

None

Item 5. Other Information:

None.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

(10) Material Contracts

10.1
     Affiliate Stock Purchase Agreement between Penny Green and Sound Revolution Inc., dated October 1, 2007 (incorporated by reference as Exhibit Number 10.2 of our Report on Form 10-QSB filed October 22, 2007)10.2
     Share Purchase Agreement between Robin Ram and Sound Revolution Inc., dated October 4, 2007 (incorporated by reference as Exhibit Number 10.3 of our Report on Form 10-QSB filed October 22, 2007)10.3
     Amendment to Agreement between PureTracks Inc. and Sound Revolution Inc., executed October 10, 2007.10.4
     Agency and Promotion agreement with World Wildlife Fund Canada dated January 3, 2008 (incorporated by reference as Exhibit Number 10.1 of our Report on Form 8-K filed January 8, 2007)10.5
     Amendment to Loan Agreement dated January 1, 2008 between Sound Revolution Inc., Penny Green, and Bacchus Entertainment Ltd.10.6
     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)10.7
     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)10.8
     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)10.9
     Amendment to Loan Agreement with Bacchus Entertainment dated June 30, 2007.Certifications31.1
     Rule 13a-14(a)/15d-14(a) Certification of CEO31.2
     Rule 13a-14(a)/15d-14(a) Certification of CFO32.1
     Section 906 Certification of CEO32.2
     Section 906 Certification of CFO


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

Date: January 21, 2008
     
     SOUND REVOLUTION INC.(Registrant)By: /s/ Robin RamRobin Ram, PresidentChief Executive Officer


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