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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

x QUARTERLY REPORT
  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended November 30, 2004

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

Commission File Number: 333 - 118398

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

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

3955 Graveley Street, Burnaby, British Columbia, Canada
  V6C 3T4(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
  x 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. YES  ̈
  NO  ̈ N/A

APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of January 13, 2005, the registrant’s outstanding
  common stock consisted of 10,269,814 shares.

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

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Table of Contents

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

2

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PART I - FINANCIAL INFORMATION

Safe Harbor Statement

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

Item 1. Financial Statements.

3

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

CONSOLIDATED BALANCE SHEET
  November 30, 2004
  (Unaudited)
  (U.S. Dollars)

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

See Notes to Consolidated Financial Statements 
  F-1

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SOUNDREVOLUTION,INC. ANDSUBSIDIARY(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS 
  For the Three and Nine Months Ended November 30, 2004 and 2003, and 
  for the Period from June 4, 2001 (Date of Inception) to November 30, 2004 
  (Unaudited)
  (U.S. Dollars)

|                                     |   |                          |   |   |                         |   |   |              |   |   |              |   |   | Cumulative  |  
|------------------------------------ | - | ------------------------ | - | - | ----------------------- | - | - | ------------ | - | - | ------------ | - | - | ----------- | -
|                                     |   | Three-Month Period Ended |   |   | Nine-Month Period Ended |   |   | During the   |  
|                                     |   | November 30,             |   |   | November 30,            |   |   | November 30, |   |   | November 30, |   |   | Development |  
|                                     |   | 2004                     |   |   | 2003                    |   |   | 2004         |   |   | 2003         |   |   | Stage       |  
|                                    
|Sales                                | $ | -                        |   | $ | -                       |   | $ | -            |   | $ | 4,180        |   | $ | 4,180       |  
|Cost of sales                        |   |                          |   |   |                         |   |   |              |   |   | 4,234        |   |   | 4,234       |  
|                                    
|Gross margin                         |   | -                        |   |   | -                       |   |   | -            |   |   | (54          | ) |   | (54         | )
|                                    
|Expenses                             |   |                          |   |   |                         |   |   |              |   |   |              |   |   |             |  
|Marketing                            |   | 119                      |   |   | 179                     |   |   | 779          |   |   | 744          |   |   | 7,473       |  
|Professional fees                    |   | 9,087                    |   |   | 269                     |   |   | 22,960       |   |   | 374          |   |   | 24,682      |  
|Director fees                        |   | 102                      |   |   |                         |   |   | 2,134        |   |   |              |   |   | 2,134       |  
|Research and development             |   | 146                      |   |   |                         |   |   | 3,046        |   |   |              |   |   | 3,046       |  
|Depreciation expense                 |   | 88                       |   |   |                         |   |   | 116          |   |   |              |   |   | 116         |  
|General and administrative           |   | 2,330                    |   |   | 80                      |   |   | 6,250        |   |   | 314          |   |   | 10,740      |  
|Interest expense                     |   | 566                      |   |   |                         |   |   | 566          |   |   |              |   |   | 566         |  
|Total expenses                       |   | 12,438                   |   |   | 528                     |   |   | 35,851       |   |   | 1,432        |   |   | 48,757      |  
|Net loss                             | $ | (12,438                  | ) | $ | (528                    | ) | $ | (35,851      | ) | $ | (1,486       | ) | $ | (48,811     | )
|                                    
|Net loss per common share (basic and |   |                          |   |   |                         |   |   |              |   |   |              |   |   |             |  
|fully diluted)                       | $ | (0.00                    | ) | $ | (0.00                   | ) | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00       | )
|                                    
|Weighted average number of common    |   |                          |   |   |                         |   |   |              |   |   |              |   |   |             |  
|shares outstanding                   |   | 10,269,814               |   |   | 10,007,000              |   |   | 10,133,061   |   |   | 10,007,000   |   |   | 9,907,847   |  

See Notes to Consolidated Financial Statements 
  F-2

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SOUNDREVOLUTION,INC. ANDSUBSIDIARY(A Development Stage Company)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  For the Three and Nine Months Ended November 30, 2004 and 2003, and
  for the Period from June 4, 2001 (Date of Inception) to November 30, 2004
  (Unaudited)
  (U.S. Dollars)

|                                        |   |                          |   |   |                         |   |   |              |   |   |              |   |   | Cumulative  |  
|--------------------------------------- | - | ------------------------ | - | - | ----------------------- | - | - | ------------ | - | - | ------------ | - | - | ----------- | -
|                                        |   | Three-Month Period Ended |   |   | Nine-Month Period Ended |   |   | During the   |  
|                                        |   | November 30,             |   |   | November 30,            |   |   | November 30, |   |   | November 30, |   |   | Development |  
|                                        |   | 2004                     |   |   | 2003                    |   |   | 2004         |   |   | 2003         |   |   | Stage       |  
|                                       
|Net loss                                | $ | (12,438                  | ) | $ | (528                    | ) | $ | (35,851      | ) | $ | (1,486       | ) | $ | (48,811     | )
|                                       
|Other comprehensive income (loss)       |   |                          |   |   |                         |   |   |              |   |   |              |   |   |             |  
|Foreign currency translation adjustment |   | 567                      |   |   | (304                    | ) |   | 664          |   |   | (571         | ) |   | (569        | )
|Comprehensive loss                      | $ | (11,871                  | ) | $ | (832                    | ) | $ | (35,187      | ) | $ | (2,057       | ) | $ | (49,380     | )

See Notes to Consolidated Financial Statements 
  F-3

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SOUNDREVOLUTION,INC. ANDSUBSIDIARY
  (A Development Stage Company

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
  For the Periods from June 4, 2001 (Date of Inception) to November 30, 2004 
  (Unaudited)
  (U.S. Dollars)

|                                       |              |  |   |         |  |   |             |  |   | Deficit     |   |   |            |   |   |         |  
|-------------------------------------- | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | ---------- | - | - | ------- | -
|                                       |              |  |   |         |  |   |             |  |   | Accumulated |   |   | Foreign    |   |   |         |  
|                                       |              |  |   |         |  |   | Additional  |  |   | During the  |   |   | Currency   |   |   |         |  
|                                       | Common Stock |  |   | Paid-in |  |   | Development |  |   | Translation |   |   |            |  
|                                       | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage       |   |   | Adjustment |   |   | Total   |  
|Issuance of common stock for cash:     |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   |         |  
|June 15, 2001                          | 8,000,000    |  | $ | 800     |  | $ | -           |  | $ | -           |   | $ | -          |   | $ | 800     |  
|June 27, 2001                          | 2,000,000    |  |   | 200     |  |   | 7,054       |  |   |             |   |   |            |   |   | 7,254   |  
|August 31, 2001                        | 7,000        |  |   | 1       |  |   | 904         |  |   |             |   |   |            |   |   | 905     |  
|Translation adjustment                 |              |  |   |         |  |   |             |  |   |             |   |   | (659       | ) |   | (659    | )
|Net loss for period                    |              |  |   |         |  |   |             |  |   | (8,692      | ) |   |            |   |   | (8,692  | )
|Balances, February 28, 2002            | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (8,692      | ) |   | (659       | ) |   | (392    | )
|Translation adjustment                 |              |  |   |         |  |   |             |  |   |             |   |   | (137       | ) |   | (137    | )
|Net loss for year                      |              |  |   |         |  |   |             |  |   | (2,636      | ) |   |            |   |   | (2,636  | )
|Balances, February 28, 2003            | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (11,328     | ) |   | (796       | ) |   | (3,165  | )
|Translation adjustment                 |              |  |   |         |  |   |             |  |   |             |   |   | (437       | ) |   | (437    | )
|Net loss for year                      |              |  |   |         |  |   |             |  |   | (1,632      | ) |   |            |   |   | (1,632  | )
|Balances, February 29, 2004            | 10,007,000   |  |   | 1,001   |  |   | 7,958       |  |   | (12,960     | ) |   | (1,233     | ) |   | (5,234  | )
|Issuance of common stock for cash:     |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   | -       |  
|July 2004                              | 248,314      |  |   | 25      |  |   | 49,696      |  |   |             |   |   |            |   |   | 49,721  |  
|Issuance of common stock for services: |              |  |   |         |  |   |             |  |   |             |   |   |            |   |   | -       |  
|July 2004                              | 14,500       |  |   | 1       |  |   | 2,899       |  |   |             |   |   |            |   |   | 2,900   |  
|Translation adjustment                 |              |  |   |         |  |   |             |  |   |             |   |   | 664        |   |   | 664     |  
|Net loss for the period                |              |  |   |         |  |   |             |  |   | (35,851     | ) |   |            |   |   | (35,851 | )
|Balances, November 30, 2004            | 10,269,814   |  | $ | 1,027   |  | $ | 60,553      |  | $ | (48,811     | ) | $ | (569       | ) | $ | 12,200  |  

See Notes to Consolidated Financial Statements 
  F-4

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Nine Months Ended November 30, 2004 and 2003, and
  for the Period from June 4, 2001 (Date of Inception) to August 31, 2004
  (Unaudited)
  (U.S. Dollars)

|                                               |   |         |   |   |        |   |   | Cumulative  |  
|---------------------------------------------- | - | ------- | - | - | ------ | - | - | ----------- | -
|                                               |   |         |   |   |        |   |   | During the  |  
|                                               |   |         |   |   |        |   |   | Development |  
|                                               |   | 2004    |   |   | 2003   |   |   | Stage       |  
|                                              
|Cash Flows from Operating Activities           |   |         |   |   |        |   |   |             |  
|Net loss for period                            | $ | (35,851 | ) | $ | (1,486 | ) | $ | (48,811     | )
|Adjustment to reconcile net loss for period    |   |         |   |   |        |   |   |             |  
|to net cash
      used in operating activities |   |         |   |   |        |   |   |             |  
|Depreciation
      expense                     |   | 116     |   |   |        |   |   | 116         |  
|Issuance of
      common stock for services    |   | 2,900   |   |   |        |   |   | 2,900       |  
|Increase in
      other current assets         |   | (168    | ) |   |        |   |   | (168        | )
|Increase (decrease)
      in accounts payable  |   | 8,739   |   |   | (175   | ) |   | 8,739       |  
|Increase in
      interest payable             |   | 601     |   |   |        |   |   | 601         |  
|                                               |   |         |   |   |        |   |   |             |  
|Net cash used in operating  activities         |   | (23,663 | ) |   | (1,661 | ) |   | (36,623     | )
|                                              
|Cash Flows from Investing Activities           |   |         |   |   |        |   |   |             |  
|Purchase of music rights                       |   |         |   |   | (309   | ) |   | (336        | )
|Purchase of office equipment                   |   | (1,857  | ) |   |        |   |   | (1,857      | )
|                                              
|Net cash used in investing activities          |   | (1,857  | ) |   | (309   | ) |   | (2,193      | )
|                                              
|Cash Flows from Financing Activities           |   |         |   |   |        |   |   |             |  
|Issuance of common stock for cash              |   | 49,721  |   |   |        |   |   | 58,680      |  
|Net borrowing from stockholder                 |   | 17,713  |   |   | 6,023  |   |   | 23,324      |  
|                                               |   |         |   |   |        |   |   |             |  
|Net cash provided by financing  activities     |   | 67,434  |   |   | 6,023  |   |   | 82,004      |  
|                                              
|Foreign exchange effect on cash                |   | 634     |   |   | (571   | ) |   | (561        | )
|                                              
|Net increase in cash                           |   | 42,548  |   |   | 3,482  |   |   | 42,627      |  
|                                              
|Cash, beginning of period                      |   | 79      |   |   | 499    |   |   |             |  
|                                              
|Cash, end of period                            | $ | 42,627  |   | $ | 3,981  |   | $ | 42,627      |  
|                                              
|Supplemental Cash Flow Information             |   |         |   |   |        |   |   |             |  
|Cash paid for interest                         | $ | -       |   | $ | -      |   | $ | -           |  
|                                              
|Cash paid for income tax                       | $ | -       |   | $ | -      |   | $ | -           |  

See Notes to Consolidated Financial Statements
  F-5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. The Company and Summary of Significant Accounting Policies

The Company

Sound Revolution, Inc. (the "Company"), was incorporated under
  the laws of the State of Delaware. 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. The Company
  has a wholly owned subsidiary, Sound Revolution Recordings, Inc., which was
  incorporated in British Columbia, Canada on June 20, 2001, for the purpose of
  carrying on music marketing services in British Columbia.

Principles of Consolidation

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

Going Concern

As shown in the financial statements, the Company is in the
  development stage and has not yet generated revenues from their intended business
  activities. The Company has incurred losses since inception resulting in a net
  accumulated deficit of $48,811 at November 30, 2004. These factors raise
  substantial doubt about the Company's ability to continue as a going concern.

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

The Company expects that its cash requirements over the next
  12 months will not exceed $50,000. A company controlled by the Company's
  majority stockholder and CFO has agreed to loan the Company up to $70,000
  ($23,324 has been drawn through November 30, 2004) to meet its capital requirements
  for that period. For working capital beyond 12 months, the Company plans to
  generate cash from the sale of stock to the public and to existing stockholders.
  When possible, the Company plans to issue stock for professional services it
  may require.

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

F-6

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Interim Period Consolidated Financial Statements

The interim period consolidated financial statements have
  been prepared by the Company pursuant to the rules and regulations of the U.S.
  Securities and Exchange Commission (the "SEC"). Certain information and footnote
  disclosure normally included in consolidated financial statements prepared in
  accordance with accounting principles generally accepted in the United States
  have been condensed or omitted pursuant to such SEC rules and regulations. The
  interim period consolidated financial statements should be read together with
  the audited consolidated financial statements and accompanying notes included
  in the Company's audited consolidated financial statements for the period ended
  February 29, 2004. In the opinion of the Company, the unaudited consolidated
  financial statements contained herein contain all adjustments necessary to present
  a fair statement of the results of the interim periods presented.

Office Equipment

Office equipment is stated at cost and is depreciated using
  straight-line method over the estimated life ranging over five years.

Music Rights

In February 2003, the Company purchased for $400 Canadian
  the rights to represent a musician artist in the release of his first musical
  album. The artist is also an officer of the Company. Music rights include non-exclusive
  use of and distribution rights to the songs in various multimedia formats from
  the musician's first album. The music rights will be tested at least annually
  for impairment. The cost of the music rights will be expensed upon the release
  of the musician's first album and realization of the related royalties. The
  cost of music rights will not be carried beyond expiration of the license term
  on August 31, 2009.

Note Payable to Stockholder

The Company has a note payable to a stockholder. This loan
  bears interest of 10%. Interest is charged and is payable quarterly on any outstanding
  balance beginning on September 1, 2004. The Company can draw against this note
  up to $70,000 through August 31, 2006. The note requires a $500 monthly
  principal repayment beginning on January 1, 2006, until the outstanding balance,
  including all interest, is paid in full. The interest expense accrued as of
  November 30, 2004, was $601.

Required principal payments on long-term debt for years ending
  in February are as follows:

|2005       | $ | 0      |  | 
|---------- | - | ------ |  | 
|2006       |   | 1,000  |  | 
|2007       |   | 6,000  |  | 
|2008       |   | 6,000  |  | 
|2009       |   | 6,000  |  | 
|Thereafter |   | 4,324  |  | 
|           | $ | 23,324 |  | 



F-7

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Revenue Recognition and Cost of Revenue

Revenues from the sale of tickets for musical events are recognized
  when the event takes place. Costs related to musical events 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.

Foreign Currency Translation

The Company translates foreign assets and liabilities of its
  Canadian subsidiary into U.S. dollars at the rate of exchange at the balance
  sheet date. Revenues and expenses are translated into U.S. dollars at the average
  rate of exchange throughout the year. Unrealized gains or losses from these
  translations, if significant, are reported as a separate component of other
  comprehensive income. Transaction gains that arise from exchange rate fluctuations
  on transactions denominated in a currency other than the local functional currency
  will be included in general and administrative expenses in the consolidated
  statements of operations.

Comprehensive Income and Loss

The Company has adopted Statement of Financial Accounting
  Standards No. 130, "Reporting Comprehensive Income." Other comprehensive gain
  and loss, which currently includes only foreign currency translation adjustments,
  is shown as a component of stockholders' equity.

Note 2. Related Party Transactions

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

In September 2004, the Company also entered into an agreement
  with the officer to develop a site plan for a website owned by the Company.
  The Company paid the officer $553 ($700 Canadian) as a retainer in accordance
  with the agreement. This expense is included in general and administrative expenses.

Note 3. Capital Stock

During July 2004, the Company issued a total of 262,814 common
  shares, 248,314 of which shares issued were paid for in cash. The proceeds from
  the sales of the shares amounted to $49,721. The remaining 14,500 shares
  were issued for professional services valued at $2,900. Of the total shares
  issued, 14,000 shares were issued to officers of the Company for cash and 3,000
  shares were issued to officers for professional services. There were no significant
  costs associated with the issuance of any of these common shares.

Note 4. Subsequent Event

On January 11, 2005, the Company entered into an agreement
  to acquire certain distribution rights to a library of 6,664 sound recordings.
  The Company is obligated to pay a total of $5,000 as a royalty advance for the
  distribution rights, $2,800 which is due immediately and the balance of which
  is due by July 31, 2005.

F-8



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

Overview

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

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

Sound Revolution's existence is dependent upon management's
  ability to develop profitable operations and resolve its liquidity problems.
  Management anticipates Sound Revolution will attain profitable status and improve
  its liquidity through the continued developing of its products and establishing
  a profitable market for Sound Revolution's products and additional equity investment
  in Sound Revolution. Sound Revolution is currently in final negotiations to
  develop its website charitytunes.com, for which it anticipates it will need
  to spend approximately $12,000 to develop. We are currently negotiating
  a plan with a software developer to have the site completed by the summer of
  2005. We have completed a form of digital music rights acquisition agreement
  and we are currently discussing with several owners of digital music rights
  the potential licensing of their songs on charitytunes.com. Our plans are to
  have our website www.charitytunes.com fully functioning with a good selection
  of digital music for sale and the participation of several charities to assist
  us in marketing the website by the end of 2005.

We are currently designing the specifications for our email
  management software and we hope to enter into an agreement for the full development
  of the software by the summer or fall of 2005 and have this product available
  for launch into the market by the summer of 2006. Neither the website charitytunes.com
  nor our email marketing software is currently generating revenues. However,
  we hope to be generating revenues from charitytunes.com by early 2006 and generating
  revenues from our email management software by summer, 2006.

4

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In order to improve Sound Revolution's liquidity, Sound Revolution
  intends to, in the summer or fall of 2005, begin pursuing additional equity
  financing through discussion with investment bankers and private investors.
  There can be no assurance Sound Revolution will be successful in its efforts
  to secure additional equity financing. If Sound Revolution is unable to raise
  equity or obtain alternative financing, Sound Revolution may not be able to
  continue operations with respect to the continued development and launch of
  its website charitytunes.com, or the development of its fan management software
  and the Company 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.

Results of Operations

REVENUES

Sound Revolution recorded no revenues for the three month
  period ended November 30, 2004 and no revenues from the three month period ended
  November 30, 2003. Sound Revolution recorded no revenues for the nine months
  ended November 30, 2004 verses $4,180 for the nine month period ended November
  30, 2003. The $4,180 in revenues are the only revenues Sound Revolution
  has ever recorded. These revenues were generated from ticket sales to an event
  called SHOW! which Sound Revolution co-produced and which featured visual artists
  and live musical performances. Tickets to SHOW! were sold at a price of approximately
  $11 each prior to the event and for approximately $15 each at the door.
  At the time the event, SHOW!, took place, Sound Revolution had contemplated
  that it would produce live events on a regular basis in order to promote musicians
  that Sound Revolution was doing business with. Since then, management has decided
  to focus Sound Revolution's efforts on building our music download website,
  www.charitytunes.com and on designing our email management software. We therefore
  do not expect to generate significant revenues from ticket sales for live events
  in the future.

COST OF SALES

There were no cost of sales of the three months ended November
  30, 2004, the three months ended November 30, 2003 or the nine months ended
  November 30, 3004 as there were no revenues for these periods. The cost of sales
  for the nine month period ended November 30, 2003 were $4,234, $2,249
  of which were paid to Heather Remillard, our President, for coordination fees
  of SHOW!, and the balance for the cost of producing and marketing the event.

EXPENSES

The major components of our expenses for the three months
  ended November 30, 2004 are marketing fees $119 consisting of website hosting
  fees, professional fees of $9,087 which are mainly attributable to our auditor
  and accounting costs, director fees of $102, research and development of
  $146, which was used in further developing our site plan for charitytunes.com,
  depreciation expense of $88 and general and administrative expenses of $2,330,
  which include telephone fees, couriers, office supplies and $150 U.S. dollars
  ($200 Canadian) monthly for rent. Our total expenses for the period were
  $12,438, an increase of $11,911 from the three month period ended November
  30, 2003. The difference is mainly attributable to our auditor costs and to
  increased administration expenses. In the three month period ended November
  30, 2003 our marketing fees were $179, our professional fees were $269
  and our general and administrative expenses were $80.

The major components of our expenses for the nine months ended
  November 30, 2004 were marketing fees $779, consisting of website hosting
  fees and web design, professional fees of $22,960 which are

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mainly attributable to our auditor costs, director fees of
  $2,134 which were paid to Susanne Milka, our director and the sole member
  of our audit committee, research and development of $3,046 which was paid
  to participants in our business development think tank and other consultants
  for research on the online music industry, depreciation expense of $116,
  and general and administrative expenses of $6,250, consisting of telephone
  fees, couriers, office supplies and approximately $150 U.S. dollars ($200
  Canadian) monthly for rent. Our total expenses for the period were $35,851,
  an increase of $34,365 from the nine month period ended November 30, 2003.
  The difference is mainly attributable to our auditor costs, director fees and
  research and administration. Our monthly general and administrative fees were
  more in 2004 because on May 14, 2004 we entered into a lease agreement to rent
  offices with a studio whereby we agreed to pay $150 U.S. dollars ($200
  Canadian) in monthly lease payments. Our first lease payment was made on June
  1, 2004 and we are obligated to pay $150 U.S. dollars ($200 Canadian)for
  the balance of the lease term. The lease term ends on May 31, 2007 but may be
  terminated by Sound Revolution at any time on one month's notice. In the nine
  month period ending November 30, 2003, we incurred $744 in marketing expenses,
  professional fees of $374 and general and administrative fees of $314.

NET LOSSES

Net loss for the three months ended November 30, 2004 was
  $12,438 and loss per share was $0.00 compared to a net loss of $528
  and loss per share of $0.00 for the three months ended November 30, 2003.
  Net loss for the nine month period ended November 30, 2004 was $35,851 and
  loss per share was $0.00 compared to a net loss of $1,486 and loss per
  share of $0.00 for the nine months ended November 30, 2003. The increase
  in losses was primarily due to auditor fees, director fees, research and development
  and an increase in general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

Cash increased as of November 30, 2004, as compared to February
  29, 2004. At November 30, 2004 cash totaled $42,627, as compared with the
  cash of $79 at February 29, 2004. During the nine months ended November
  30, 2004, our cash position increased mainly due to $49,721received in exchange
  for the sales of Sound Revolution’s common stock through exempt private
  placements in July, 2004.

As of November 30, 2004, we had working capital of $33,455.
  We intend to continue to make financial investments in marketing, digital music
  rights acquisitions, technology, software development and website development.
  Sound Revolution expects 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 Sound Revolution's operating loss of $48,811
  from its inception on June 4, 2001 through November 30, 2004, Sound Revolution
  generated a deficit accumulated during the development stage of $48,811.
  Sound Revolution met its cash requirements during this period through the receipt
  of $21,240 of cash advanced by Bacchus Entertainment Ltd., a company 100%
  owned by Penny Green, Sound Revolution's Chairman, as well as $58,680 received
  in exchange for the sales of Sound Revolution's common stock in private placements.

For the nine months ended November 30, 2004, the Company spent
  $1,857 on office equipment.

We expect that our cash requirements over the next 12 months
  will not exceed $50,000. Bacchus Entertainment Ltd., a company controlled
  by Penny Green, Sound Revolution’s majority stockholder and CFO, has agreed
  to loan Sound Revolution up to $70,000 ($23,324 has been drawn through
  November 30, 2004) to meet its capital requirements for the period. For working
  capital beyond 12 months, Sound

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Revolution plans to generate cash from the sale of stock to
  the public and to existing shareholders. When possible, Sound Revolution plans
  to issue stock for professional services we may require.

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

We do not have any material commitments for capital expenditures
  as of November 30, 2004.

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 these agreements will require us to make an initial payment to the digital
  music rights owner in order to secure the music rights. Further, we anticipate
  that these agreements will require us to pay to owners of the music as much
  as 50% of our net profits as a royalty on the sale of their songs. Our goal
  is to increase our library from 6,400 songs to 7,000 songs over the next 12
  months. If we are successful in concluding music licensing agreements for another
  600 songs, we anticipate that the initial costs to us will be in the range of
  $500 to $2,000.

If we are successful in concluding an agreement with programmers
  to develop our website, charitytunes.com, we anticipate that we shall incur
  software development expenses of approximately $12,000 during the next 12
  months. Similarly, if we are successful in concluding an agreement with programmers
  to develop our email management software, we anticipate additional software
  development expenses of approximately $10,000. If our programming development
  activities increase as we anticipate, then we expect there will be a moderate
  increase in our administrative and accounting costs. All of these factors may
  have an adverse effect on our liquidity during the next 12 months. Other than
  the development of our software and music licensing, we do not anticipate entering
  into any financial commitments during the next 12 months.

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

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

In September, 2004, Sound Revolution entered into an agreement
  with Mr. Tunnicliffe to develop a site plan for charitytunes.com, a website
  owned by Sound Revolution. We paid Mr. Tunnicliffe $553 ($700 Canadian)
  as a retainer in accordance with the agreement.

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 November 30, 2004. 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

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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
  November 30, 2004 that has materially affected or is reasonably likely to materially
  affect Sound Revolution’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

On January 11, 2005, Sound Revolution’s wholly owned subsidiary, Sound
  Revolution Recordings Inc. (“SR Recordings”) entered into an agreement
  with David Hersk doing business as Hersk & Associates to acquire certain
  distribution rights to a library of 6,664 sound recordings. For a period of
  six years from the date of the agreement, SR Recordings has the right to stream
  the songs from its websites, and to sell them through web sites, in-store kiosks,
  portable music players, mobile phones, personal digital assistants, wireless
  applications and other Internet enabled devices, as well as compilation CDs
  containing songs pre-determined by SR Recordings or as a customized compilation.
  Under the agreement, SR Recordings is entitled to choose the price to download
  the songs, and after accounting for expenses and promotional costs, including
  any donations to charities or non-profit organizations, the remainder of the
  purchase price shall be split 50/50 between SR Recordings and Hersk & Associates.
  The library consists of 6,664 songs in a wide variety of genres, including Children’s,
  Classical, Country, Big Band, Dance Music, Easy Listening, Holiday Favorites,
  Inspirational, Jazz, Rock, Pop, Specialty, Stage and Screen and World Music.
  Hersk & Associates is obligated to deliver SR masters to all of the licensed
  songs in MP3 format on DVD. SR Recordings is obligated to pay a total of $5,000
  as a royalty advance for the distribution rights, $2,800 which is due immediately
  and the balance of which is due by July 31, 2005.

The Hersk music library is the first major digital music rights acquisition
  by Sound Revolution which we have acquired for the purpose of selling through
  our website, charitytunes.com. Charitytunes will be a website and portal connected
  to a database of songs through which customers will be able to purchase digital
  songs. Approximately 10% of the purchase price from each song will be donated
  to a charity or non profit organization that have signed affiliation agreements
  with Sound Revolution. Customers will have the ability to select which charity
  shall benefit from each song purchase.

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Item 6. Exhibits and Reports on Form 8-K

|(a) | Exhibits |                                                                                                                               
|--- | -------- | ------------------------------------------------------------------------------------------------------------------------------
|    | 10.1     | Agreement between Sound Revolution and Ryan
      Tunnicliffe dated September 15, 2004                                        
|    | 10.2     | Amendment to Loan Agreement between Sound Revolution,
      Bacchus Entertainment Ltd. and Penny Green dated November 30, 2004
|    | 31.1     | Rule 13a-14(a)/15d-14(a) Certification of CEO                                                                                 
|    | 31.2     | Rule 13a-14(a)/15d-14(a) Certification of CFO                                                                                 
|    | 32.1     | Section 906 Certification of CEO & CFO                                                                                        

|(b) | Reports on Form 8-K:
|--- | --------------------

There were no reports filed on Form 8-K during the three month period ended
  November 30, 2004.

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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:  January 14, 2005 | SOUND REVOLUTION INC.
|----------------------- | ---------------------
|                        | (Registrant)         

| | By: | /s/  Heather Remillard                     
| | --- | -------------------------------------------
| |     |                                            
| |     | Heather Remillard, Director, President,    
| |     | Chief Executive Officer                    
| |     |                                            
| | By: | /s/  Penny Green                           
| |     |                                            
| |     | Penny Green, Director, Principal           
| |     | Accounting Officer, Chief Financial Officer

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