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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended **May 31,
2006**

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
  THE EXCHANGE ACT

For the transition period from _________ to _________

Commission File Number: **333 - 118398**

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

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

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

(604) 780-3914Issuers telephone
number

________________________________________________________________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 [  ]   No [  ]

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

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. [ 
]   No [  ]  N/A

APPLICABLE ONLY TO CORPORATE ISSUERS

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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 17, 2006, the registrants outstanding common stock
consisted of 10,404,391 shares.

Transitional Small Business Disclosure Format (Check one):
[  ]   No [  ]



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Table of Contents

|PART I - FINANCIAL INFORMATION | 3                                                        
|------------------------------ | ---------------------------------------------------------
|                               |                                                          
|Item 1                         | Financial Statements                                     
|                               |                                                          
|Item 2                         | Management's Discussion and Analysis or Plan of Operation
|                               |                                                          
|Item 3                         | Controls and Procedures                                  
|                               |                                                          
|Part II - OTHER INFORMATION    | 10                                                       
|                               |                                                          
|Item 1                         | Legal Proceedings                                        
|                               |                                                          
|Item 2                         | Changes in Securities and Use of Proceeds                
|                               |                                                          
|Item 3                         | Defaults Upon Senior Securities                          
|                               |                                                          
|Item 4                         | Submission of Matters to a Vote of Securities Holders    
|                               |                                                          
|Item 5                         | Other Information                                        
|                               |                                                          
|Item 6                         | Exhibits and Reports on Form 8-K                         
|                               |                                                          
|                               | Signatures                                               

2

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PART I - FINANCIAL INFORMATION

Safe Harbor Statement

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

Item 1. Financial Statements.



Sound Revolution, Inc. 
  (A Development Stage Company)

May 31, 2006

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

---

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

|                                                              |   | May 31,  |  
|------------------------------------------------------------- | - | -------- | -
|                                                              |   | 2006     |  
|ASSETS                                                        |   |          |  
|Current Assets                                                |   |          |  
|Cash                                                          | $ | 8,129    |  
|Accounts receivable                                           |   | 9        |  
|Prepaid expenses                                              |   | 5,990    |  
|Total Current Assets                                          |   | 14,128   |  
|Property and Equipment (Note 2)                               |   | 9,452    |  
|Music Rights                                                  |   | 363      |  
|Total Assets                                                  | $ | 23,943   |  
|                                                              |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                |   |          |  
|Current Liabilities                                           |   |          |  
|Accounts payable and accrued expenses                         | $ | 13,188   |  
|Accrued interest due to stockholder                           |   | 5,810    |  
|Note payable to stockholder, current portion                  |   | 1,000    |  
|Total Current Liabilities                                     |   | 19,998   |  
|Note Payable to Stockholder, less current portion             |   | 54,930   |  
|Contingencies (Note 1)                                        |   |          |  
|Stockholders Equity (Deficit)                                |   |          |  
|Common Stock: 80,000,000 shares authorized, $0.0001 par value |   |          |  
|10,391,191 shares issued and outstanding                      |   | 1,039    |  
|Additional Paid-in Capital                                    |   | 96,737   |  
|Accumulated Other Comprehensive Loss                          |   | (2,742   | )
|Deficit Accumulated
      During the Development Stage        |   | (146,019 | )
|Total Stockholders Equity (Deficit)                          |   | (50,985  | )
|Total Liabilities
      and Stockholders Equity (Deficit)    | $ | 23,943   |  

F-1

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

---

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

|                                             |   | For the      |   |   | For the      |   |   | Accumulated From    |  
|-------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                             |   | Three Month  |   |   | Three Month  |   |   | June 4, 2001        |  
|                                             |   | Period Ended |   |   | Period Ended |   |   | (Date of Inception) |  
|                                             |   | May 31,      |   |   | May 31,      |   |   | to May 31,          |  
|                                             |   | 2006         |   |   | 2005         |   |   | 2006                |  
|                                             |   |              |   |   |              |   |   |                     |  
|Sales                                        | $ | 9            |   | $ |             |   | $ | 4,126               |  
|                                             |   |              |   |   |              |   |   |                     |  
|Cost of Sales                                |   | 408          |   |   |             |   |   | 4,577               |  
|                                             |   |              |   |   |              |   |   |                     |  
|Gross Margin                                 |   | (399         | ) |   |             |   |   | (451                | )
|                                             |   |              |   |   |              |   |   |                     |  
|Expenses                                     |   |              |   |   |              |   |   |                     |  
|                                             |   |              |   |   |              |   |   |                     |  
|Marketing                                    |   |             |   |   | 88           |   |   | 8,177               |  
|Management fees                              |   | 970          |   |   |             |   |   | 2,407               |  
|Professional fees                            |   | 11,695       |   |   | 6,502        |   |   | 86,271              |  
|Research and development                     |   |             |   |   |             |   |   | 2,990               |  
|General and administrative                   |   | 6,953        |   |   | 4,898        |   |   | 39,223              |  
|Interest expense                             |   | 1,383        |   |   | 574          |   |   | 6,500               |  
|                                             |   |              |   |   |              |   |   |                     |  
|Total Expenses                               |   | 21,001       |   |   | 12,062       |   |   | 145,568             |  
|                                             |   |              |   |   |              |   |   |                     |  
|Net Loss                                     | $ | (21,400      | ) | $ | (12,062      | ) | $ | (146,019            | )
|                                             |   |              |   |   |              |   |   |                     |  
|Net Loss Per Share
       Basic and Diluted | $ | (0.00        | ) | $ | (0.00        | ) |   |                     |  
|                                             |   |              |   |   |              |   |   |                     |  
|Weighted Average Shares Outstanding          |   | 10,379,000   |   |   | 10,270,000   |   |   |                     |  

F-2

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

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

|                                        |   | For the            |   |   | For the            |   |   | Accumulated From    |  
|--------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------- | -
|                                        |   | Three Month Period |   |   | Three Month Period |   |   | June 4, 2001        |  
|                                        |   | Ended              |   |   | Ended              |   |   | (Date of Inception) |  
|                                        |   | May 31,            |   |   | May 31,            |   |   | to May 31,          |  
|                                        |   | 2006               |   |   | 2005               |   |   | 2006                |  
|                                        |   |                    |   |   |                    |   |   |                     |  
|Net Loss                                | $ | (21,400            | ) | $ | (12,062            | ) | $ | (146,019            | )
|                                        |   |                    |   |   |                    |   |   |                     |  
|Other comprehensive income (loss)       |   |                    |   |   |                    |   |   |                     |  
|                                        |   |                    |   |   |                    |   |   |                     |  
|Foreign currency translation adjustment |   | (2,210             | ) |   | (51                | ) |   | (2,742              | )
|                                        |   |                    |   |   |                    |   |   |                     |  
|Comprehensive Loss                      | $ | (23,610            | ) | $ | (12,113            | ) | $ | (148,761            | )

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 Cash Flows 
  (Expressed in US Dollars) 
  (Unaudited)

|                                                    |   | For the      |   |   | For the      |   |   | Accumulated From    |  
|--------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                    |   | Three Month  |   |   | Three Month  |   |   | June 4, 2001        |  
|                                                    |   | Period Ended |   |   | Period Ended |   |   | (Date of Inception) |  
|                                                    |   | May 31,      |   |   | May 31,      |   |   | to May 31,          |  
|                                                    |   | 2006         |   |   | 2005         |   |   | 2006                |  
|                                                    |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Operating Activities                                |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Net loss for the period                             | $ | (21,400      | ) | $ | (12,062      | ) | $ | (146,019            | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Adjustments to reconcile net
      loss to net cash |   |              |   |   |              |   |   |                     |  
|used in operating activities                        |   |              |   |   |              |   |   |                     |  
|Depreciation expense                                |   | 1,904        |   |   | 30           |   |   | 5,233               |  
|Shares issued for professional
      services       |   | 5,250        |   |   |             |   |   | 34,154              |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Change in operating assets and liabilities          |   |              |   |   |              |   |   |                     |  
|Accounts receivable                                 |   | (9           | ) |   |             |   |   | (9                  | )
|Prepaid expenses                                    |   | (411         | ) |   | 48           |   |   | (5,990              | )
|Accounts payable
      and accrued expenses         |   | 8,490        |   |   | 6,500        |   |   | 13,188              |  
|Accrued interest due to stockholder                 |   | 1,579        |   |   | 562          |   |   | 5,810               |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Net Cash Used In
      Operating Activities         |   | (2,597       | ) |   | (4,922       | ) |   | (93,633             | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Investing Activities                                |   |              |   |   |              |   |   |                     |  
|Purchase of music
      rights                      |   |             |   |   |             |   |   | (298                | )
|Purchase of office equipment                        |   |             |   |   |             |   |   | (1,796              | )
|Web site development costs                          |   | (8,878       | ) |   |             |   |   | (13,041             | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Net Cash Used In Investing Activities               |   | (8,878       | ) |   |             |   |   | (15,135             | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Financing Activities                                |   |              |   |   |              |   |   |                     |  
|Advances from (repayments to) stockholder           |   | 15,144       |   |   | (7,395       | ) |   | 55,930              |  
|Proceeds from issuance of common stock              |   | 5,000        |   |   |             |   |   | 63,622              |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Net Cash Provided By (Used in) Financing Activities |   | 20,144       |   |   | (7,395       | ) |   | 119,552             |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Foreign exchange effect on cash                     |   | (2,099       | ) |   | (20          | ) |   | (2,655              | )
|                                                    |   |              |   |   |              |   |   |                     |  
|Increase (Decrease) in Cash                         |   | 6,570        |   |   | (12,337      | ) |   | 8,129               |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Cash - Beginning of Period                          |   | 1,559        |   |   | 23,157       |   |   |                    |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Cash - End of Period                                | $ | 8,129        |   | $ | 10,820       |   | $ | 8,129               |  
|                                                    |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|                                                    |   |              |   |   |              |   |   |                     |  
|Supplemental Disclosures                            |   |              |   |   |              |   |   |                     |  
|Interest paid                                       | $ |             |   | $ |             |   | $ | 1,082               |  
|Income taxes paid                                   |   |             |   |   |             |   |   |                    |  

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) 
  Notes to the Consolidated Financial Statements 
  May 31, 2006 
  (Expressed in US dollars) 
  (Unaudited)

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, it continues to be
      in the development stage. The Company is planning to pursue the business
      of providing tools and services for music distribution and promotion and
      is currently designing a website for this purpose. The Company has two wholly-owned
      subsidiaries: (i) Sound Revolution Recordings, Inc., which was incorporated
      in British Columbia, Canada on June 20, 2001, for the purpose of carrying
      on music marketing services in British Columbia, and (ii) Charity Tunes,
      Inc., which was incorporation in the State of Delaware on June 27, 2005
      for the purpose of operating a website for the distribution of songs online.
      (See Note 2) Principles of Consolidation The accompanying consolidated financial statements are stated in U.S. dollars,
      unless otherwise noted, and include the accounts of the Company and its
      wholly-owned subsidiaries, Sound Revolution Recordings, Inc. and Charity
      Tunes, Inc. All inter-company accounts and transactions have been eliminated. Going Concern As shown in the financial statements, the Company is in the development
      stage and has not yet developed a commercially viable product or generated
      significant revenues from their intended business activities. In addition,
      the Company has incurred losses since inception resulting in a net accumulated
      deficit of $146,019 at May 31, 2006, and has used cash of $93,633 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 $605,000. A company controlled by the Company's major stockholder
      and CFO has agreed to loan the Company up to $70,000 ($51,482 has been drawn
      through May 31, 2006) to meet part of its capital requirements for that
      period. For the balance of working capital it requires for the next 12 months,
      the Company plans to generate cash from the sale of stock to the public
      and existing stockholders. When possible, the Company plans to issue stock
      for professional services it may require. The accompanying financial statements do not include any adjustments to
      the recorded assets or liabilities that might be necessary should the Company
      fail in any of the above objectives and is unable to operate for the coming
      year. Interim Period Consolidated Financial Statements The interim period consolidated financial statements have been prepared
      by the Company pursuant to the rules and regulations of the U.S. Securities
      and Exchange Commission (the "SEC"). Certain information and footnote
      disclosure normally included in consolidated financial statements prepared
      in accordance with accounting principles generally accepted in the United
      States have been condensed or omitted pursuant to such SEC rules and regulations.
      The interim period consolidated financial statements should be read together
      with the audited consolidated financial statements and accompanying notes
      included in the Company's audited consolidated financial statements for
      the year ended February 28, 2006. In the opinion of the Company, the unaudited
      consolidated financial statements contained herein contain all adjustments
      (consisting of a normal recurring nature) necessary to present a fair statement
      of the results of the interim periods presented.


F-5

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Sound  Revolution, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  May 31, 2006 
  (Expressed in US dollars) 
  (Unaudited)

2.      Property and Equipment

| |                           |   |        |  |   | Accumulated  |  |   | Net Carrying | 
| | ------------------------- | - | ------ |  | - | ------------ |  | - | ------------ | 
| |                           |   | Cost   |  |   | Amortization |  |   | Value        | 
| |                           |   |        |  |   |              |  |   |              | 
| | Computer Equipment        | $ | 2,006  |  | $ | 735          |  | $ | 1,271        | 
| | Website Development Costs |   | 13,041 |  |   | 4,860        |  |   | 8,181        | 
| |                           | $ | 15,047 |  | $ | 5,595        |  | $ | 9,452        | 

On May 31, 2006, the Companys wholly-owned
  subsidiary, Charity Tunes, Inc., launched its website through which the
  Company can sell digital music downloads. Limited sales through the website
  occurred for the current reporting period, however, the Company continues to
  be in the development stage.

3.      Common Stock

| | a) | On March 3, 2006, the Company issued 15,000 shares of
        common stock with a fair value of $0.35 per share in consideration for
        legal services provided in the amount of $5,250.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                              
| | b) | On April 17, 2006, the Company issued 3,030 shares of
        common stock with a fair value of $0.33 per share in consideration for
        settlement of debt of $1,000.                   
| |    |                                                                                                                                                                                              
| | c) | On April 17, 2006, the Company issued 20,000 shares
        of common stock at $0.25 per share in consideration for cash proceeds
        of $5,000.                                         

|4. | Subsequent Events
|-- | -----------------
|   |                  
|   | a)               
|   |                  
|   | b)               

F-6

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Item 2. Managements Discussion and Analysis or Plan of
Operation

Overview

Sound Revolution Inc. ("we", "us", "Sound Revolution") is a
development stage company and our efforts have been principally devoted to
developing a website, www.charitytunes.com,
through which we sell digital music downloads, and developing email management
software which will enable musicians to market their music and music related
products online.

We anticipate that our business will incur significant
operating losses in the future. At this time, we believe that our success
depends on our ability to complete development of our products and bring them to
market quickly.

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

Through its wholly owned subsidiary, Charity Tunes Inc., Sound
Revolution just launched its website charitytunes.com. We have acquired the
rights to sell a catalogue of over 6,000 songs in various genres, and we intend
to continue entering into agreements with music rights owners to distribute
their songs online. One of the features we are building into our website
charitytunes.com, is an automated feature that allows musicians to agree to our
digital distribution agreement and upload their music to us via the Internet. We
have entered into agreements with approximately 10 charities, but we still need
to enter into agreements for the participation of more charities for our
business plan to work. We plan to increase our music offering to over 100,000
songs by the end of 2006.

We are currently designing the specifications for our email
management software and are currently in negotiations to enter into an agreement
for the full development of the software. We hope to have this product available
for launch into the market by the summer of 2007. The email marketing software
is not generating revenues. However we made our first sales through our website
charitytunes.com on May 31, 2006. We have an agreement with Moneris Solutions
(Moneris) whereby Moneris handles approval and collection for all of
charitytunes.com's online credit card processing online for a $20 monthly fee
and $0.15 fee per transaction. Moneris deposits all money it has collected to
Charity Tunes bank account on a daily basis.

In order to improve our liquidity, we intend to, in the fall of
2006, begin pursuing additional equity financing through discussion with
investment bankers and private investors. There can be no assurance we will be
successful in its efforts to secure additional equity financing. If we are
unable to raise equity or obtain alternative financing, we may not be able to
continue operations with respect to the continued development and marketing of
charitytunes.com, or the development of its fan management software and we may
have to cease development activities.

---

If operations and cash flow improve through these efforts, management believes that Sound Revolution can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its
liquidity problems.

We intend to spend approximately $100,000 over the course of the next year to continue to develop our website charitytunes.com and another $10,000 in the development of our fan management software.

Acquisitions

Sound Revolution is also actively seeking acquisitions of businesses that will add value to Sound Revolution or Charity Tunes. If we are successful in finding companies that are appropriate targets, we may enter into negotiations to acquire either
the shares or the assets of such companies through the issuance of our common stock.

Revenues

Sound Revolution recorded $9 in revenues, cost of sales of $408 and a gross margin of ($399) for the three month period ended May 31, 2006 and no revenues for the three month period ended May 31, 2005. The $9 in revenues were the
first revenues from our sale of digital music. The revenues were so low because we launched our website www.charitytunes.com on the last day our quarterly period, May 31, 2006. Sound Revolution recorded $4,126
in revenues, $4,577 in cost of sales, and a gross margin of ($451) in the period from inception (June 4, 2001) through May 31, 2006. $4,117 of these revenues were generated from ticket sales to an event called SHOW! which Sound
Revolution co-produced and which featured visual artists and live musical performances. At the time the event, SHOW!, took place, Sound Revolution had contemplated that it would produce live events on a regular basis in order to promote musicians
that Sound Revolution was doing business with. Since then, management changed the focus of Sound Revolution to our music download website, www.charitytunes.com and on seeking acquisitions that will add value to Sound Revolution. We therefore do not
expect to generate significant revenues from ticket sales for live events in the future.

Liquidity and Capital Resources

As of May 31, 2006, we had a working capital deficit of ($5,870). We intend to continue to make financial investments in marketing, digital music rights acquisitions, technology, software development and website development. We expect to incur
substantial losses over the next year.

We have been negotiating with charities and other companies to build marketing alliances. Also, we have been negotiating with owners of music rights for licensing of music for our website www.charitytunes.com. In some instances, we may use shares to
compensate music rights owners as an advance and guarantee of future royalties. Our acquisition of music rights could affect our operating results over the next several fiscal periods.

---

As a result of our operating loss of ($146,019) from its
inception on June 4, 2001 through May 31, 2006, we generated a deficit
accumulated during the development stage of $146,019. We met our cash
requirements during this period through the receipt of $55,930 of cash advanced
by Bacchus Entertainment Ltd. (Bacchus), a company 100% owned by Penny Green,
our President, as well as $63,622 received in exchange for the sales of our
common stock in private placements.

We have not generated significant revenue in any period to
carry our costs of operations, realizing a negative cash flow from operations of
$2,597 for the three month period ended May 31, 2006 compared to a negative cash
flow from operations of $4,922 for the three month period ended May 31, 2005. We
have derived our liquidity in the three month period ended May 31, 2006
principally from $15,144 advanced from our President and CEO, Penny Green.

As of May 31, 2006, we had received loans from Bacchus, a
company owned by Penny Green, our President and Chief Executive Officer,
totaling $55,930.

On August 31, 2004, Penny Green, Sound Revolution and Bacchus
entered into an agreement, whereby the parties agreed that the net amount of
monies borrowed by Sound Revolution from Penny Green and Bacchus would all
convert to a loan owed by Sound Revolution to Bacchus and that Bacchus would
make further loans to Sound Revolution from time to time as requested by Sound
Revolution up to an aggregate amount of $70,000, so long as the request was made
prior to August 31, 2006. It was also agreed that interest would accrue on any
outstanding balance at an annual rate of 10% beginning on September 1, 2004.
Pursuant to the monies received by Sound Revolution and the loan agreement
signed on February 28, 2005, the total amount of monies owed by Sound Revolution
to Bacchus as of May 31, 2006 was $55,930. A copy of the loan agreement was
attached as Exhibit 10.5 to our Form 10-KSB filed on June 15, 2005. 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.

Our losses for the three months ended May 31, 2006 were $21,400
or $7,133.33 per month. We estimate that our expenses over the next 12 months
will be approximately $2,000,000 as follows:

Amount
    Expense$ 100,000
    Continued development of our website www.charitytunes.com50,000
    Auditor and legal fees10,000
    Development of the first phase of our email
      management software18,000
    Director fees12,000
    General and administrative expenses100,000
    Marketing fees450,000
    Management fees100,000
    Consulting fees relating to promotion and
      marketing of our website charitytunes.com


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630,000
    Delivery and licensing fees for songs we intend
      to license100,000
    Consulting fees related to business development
      of charity tunes10,000
    Market research fees400,000
    Music and other entertainment markets and
      conventions20,000
    Storage hardware and hard drives to hold our
      future music acquisitions$2,000,000
    Total


As of May 31, 2006, we had cash equivalents of $8,129, and we
believe that we need approximately an additional $1,991,871 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 financing of between
$1,500,000 and $2,500,000 to complete and launch our products into the market.
We also intend to seek consultants willing to accept our common stock as partial
or full consideration for services.

Sound Revolution will continue to engage outside contractors
and consultants who are willing to be paid in stock rather than cash. Expenses
incurred which cannot be paid in stock, such as Auditors fees, will be paid
through cash. If the cash in our account is insufficient to cover our Auditor
fees, we will cover our expenses by accessing loans from Bacchus through our
loan agreement signed on February 28, 2005, or by seeking financing through
equity placements. If we are unable to raise necessary capital to meet its
capital requirements, we may not be able to pay its internet hosting fees, which
may mean our website and digital music would not longer be available to the
public, and we may not be able to pay our auditor which could result in a
failure to comply with accounting disclosure requirements.

As we expand in the future, and if we are successful in
licensing additional music libraries, we will incur additional costs for
personnel. In order for Sound Revolution to attract and retain quality
personnel, management anticipates it will need to offer competitive salaries,
issue common stock to consultants and employees, and grant Sound Revolution
stock options to future employees. We anticipate that we will need approximately
$700,000 per year beginning in 2007 to pay salaries to employees or consultants
in working in the areas of marketing, sales music acquisitions and accounting.

The effect of inflation on our operating results was not
significant. Our operations are located primarily in Canada. Our independent
certified public accountants have stated in their report dated June 2, 2006 that
we have incurred operating losses from its inception, and that we are dependent
upon management's ability to develop profitable operations. These factors among
others may raise substantial doubt about our ability to continue as a going
concern.

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

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We do not have any material commitments for capital expenditures as of July 17, 2006. We do intend to spend approximately $15,000 on storage hardware and hard drives to hold songs that we intend to license.

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

Sound Revolution intends to continue negotiating with owners of digital music rights to obtain digital licensing rights to music. We anticipate that some of these agreements will requires us to make royalty payments, some will allow us to pay a
wholesale price, and some will be complete buy outs. Our goal is to acquire rights to 1,500,000 songs over the next 12 months. We anticipate that we If we are successful in concluding music licensing agreements for 1,500,000 songs, we anticipate
that the costs of licensing and delivery costs for these songs will be approximately $630,000.

As of July 17, 2006, Sound Revolution has no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

We believe that the above discussion contains a number of forward-looking statements. Our actual results and our actual plan of operations may differ materially from what is stated above. Factors which may cause our actual results or our actual plan
of operations to vary include, among other things, decisions of the board of directors not to pursue a specific course of action based on its re-assessment of the facts or new facts, changes in the online music sales or music distribution industry
or general economic conditions.

Related Party Transactions

We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or
a series of similar transactions exceeded $60,000. We are a partially owned subsidiary of Bacchus Entertainment Ltd., a company incorporated in British Columbia which is 100% owned by Penny Green.

Item 3. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Sound Revolutions management, with the participation of Sound Revolutions Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Sound Revolutions disclosure controls and procedures as of May 31,
2006. Based on this evaluation, Sound Revolutions Chief Financial Officer and Chief Executive Officer concluded that Sound Revolutions disclosure controls and procedures are effective for gathering, analyzing and disclosing the
information Sound Revolution is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms. Such evaluation did not identify any change in Sound
Revolutions internal control over financial reporting that occurred during the quarter ended May 31, 2006 that has materially affected or is reasonably

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likely to materially affect Sound Revolutions internal control over financial reporting. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.

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

|(1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                
|(2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted                                                   
|    |                                                                                                                                                                                                                
|    | accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and                           
|    |                                                                                                                                                                                                                
|(3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against Sound Revolution. None of Sound Revolutions directors, officers or affiliates are (i) a party adverse to Sound Revolution in
any legal proceedings, or (ii) have an adverse interest to Sound Revolution in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened against Sound Revolution.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 20, 2006, we issued 20,000 shares of common stock to Violet Green at $0.25 per share for total proceeds of $5,000. The issuance was exempt from registration pursuant to Regulation S of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|10.1 | Agreement between Sound Revolution and
        Ryan Tunnicliffe dated September 15, 2004 (incorporated by reference as
        Exhibit No. 10.2 of our Report on Form 10-KSB filed on June 15, 2005) 
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                      
|10.2 | Addendum dated May 1, 2005 to Lease
        Agreement with Ryan Tunnicliffe dated May 14, 2004 (incorporated by reference
        as Exhibit 10.2 to our report of Form 10-KSB filed on July 15, 05).
|     |                                                                                                                                                                                                      
|10.3 | Development Agreement with Gravit-e
        Technologies Inc. dated May 3, 2005 (incorporated by reference as Exhibit
        No. 10.8 of our Report on Form 10-KSB filed on June 15, 2005)          
|     |                                                                                                                                                                                                      
|10.4 | Loan Agreement between Sound Revolution
        and Bacchus (incorporated by reference as Exhibit No. 10.5 to our SB-2
        filed on December 8, 2004)                                            
|     |                                                                                                                                                                                                      
|10.5 | Addendum to Loan Agreement between Sound
        Revolution and Bacchus (incorporated by reference as Exhibit No. 10.2
        to our Report on Form 10- QSB filed on January 14, 2005).             
|     |                                                                                                                                                                                                      
|31.1 | Rule 13a-14(a)/15d-14(a) Certification
        of CEO & CFO                                                                                                                                          
|     |                                                                                                                                                                                                      
|32.1 | Section 906 Certification
        of CEO & CFO                                                                                                                                                       

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SIGNATURES

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

|Date: July 18, 2006 | **SOUND REVOLUTION INC.**
|------------------- | -------------------------
|                    | (Registrant)             
|                    |                          
|                    | By:                      
|                    |                          
|                    |                          
|                    |                          
|                    |                          

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