---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended August 31,
2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE
ACT For the transition period from _________to _________

Commission File Number: 333 - 118398

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

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

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

(416) 271.9695Issuers telephone number

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

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

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

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

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

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 October 18, 2007, the registrants outstanding common
stock consisted of 10,854,629 shares.

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

---

Table of Contents

|PART
      I - FINANCIAL INFORMATION | 2                                                              
|------------------------------------ | ---------------------------------------------------------------
|Item
      1                         | Financial
      Statements                                     
|Item
      2                         | Management's
      Discussion and Analysis or Plan of Operation
|Item
      3                         | Controls
      and Procedures                                  
|Part
      II - OTHER INFORMATION    | 11                                                             
|Item
      1                         | Legal
      Proceedings                                        
|Item
      2                         | Changes
      in Securities and Use of Proceeds                
|Item
      3                         | Defaults
      Upon Senior Securities                          
|Item
      4                         | Submission
      of Matters to a Vote of Securities Holders    
|Item
      5                         | Other
      Information                                        
|Item
      6                         | Exhibits
      and Reports on Form 8-K                         
|                                     | Signatures                                                     

1

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PART I - FINANCIAL INFORMATION

Safe Harbor Statement

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

Item 1. Financial Statements.

2

---

|Sound Revolution, Inc.       
|-----------------------------
|(A Development Stage Company)
|                             
|August 31, 2007              

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

---

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

|                                                              |   | August 31, |  
|------------------------------------------------------------- | - | ---------- | -
|                                                              |   | 2007       |  
|ASSETS                                                        |   |            |  
|Current Assets                                                |   |            |  
|Cash                                                          | $ | 17,372     |  
|Prepaid
      expenses                                        |   | 37,972     |  
|Total Current Assets                                          |   | 55,344     |  
|Investment ( Note 2)                                          |   | 10,000     |  
|Property and Equipment (Note 3)                               |   | 11,781     |  
|Web Site Development Costs (Note 3)                           |   | 42,377     |  
|Music Rights                                                  |   | 342        |  
|Total Assets                                                  | $ | 119,844    |  
|                                                              |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                |   |            |  
|Current Liabilities                                           |   |            |  
|Accounts payable and accrued expenses                         | $ | 102,178    |  
|Accrued interest due to stockholder                           |   | 42,260     |  
|Note
      payable to stockholder                             |   | 353,292    |  
|Total Current Liabilities                                     |   | 497,730    |  
|Contingencies (Note 1)                                        |   |            |  
|Stockholders Equity (Deficit)                                |   |            |  
|Common Stock: 80,000,000 shares authorized, $0.0001 par value |   |            |  
|10,835,582 shares issued and outstanding                      |   | 1,082      |  
|Additional Paid-in Capital                                    |   | 358,517    |  
|Accumulated Other Comprehensive Loss                          |   | 2,145      |  
|Deficit Accumulated
      During the Development Stage        |   | (739,630   | )
|Total Stockholders Equity (Deficit)                          |   | (377,886   | )
|Total Liabilities
      and Stockholders Equity (Deficit)    | $ | 119,844    |  

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      |   |   | For the      |   |   | For the      |   |   | Accumulated From    |  
|-------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                             |   | Three Month  |   |   | Three Month  |   |   | Six Month    |   |   | Six Month    |   |   | June 4, 2001        |  
|                                             |   | Period Ended |   |   | Period Ended |   |   | Period Ended |   |   | Period Ended |   |   | (Date of Inception) |  
|                                             |   | August 31,   |   |   | August 31,   |   |   | August 31,   |   |   | August 31,   |   |   | to August 31,       |  
|                                             |   | 2007         |   |   | 2006         |   |   | 2007         |   |   | 2006         |   |   | 2007                |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Sales                                        | $ | 388          |   | $ | 175          |   | $ | 474          |   | $ | 184          |   | $ | 4,949               |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cost of Sales                                |   | 330          |   |   | 12           |   |   | 798          |   |   | 420          |   |   | 6,484               |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Gross Margin                                 |   | 58           |   |   | 163          |   |   | (324         | ) |   | (236         | ) |   | (1,535              | )
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Expenses                                     |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Directors fees                               |   | 5,949        |   |   |             |   |   | 11,272       |   |   |             |   |   | 18,303              |  
|Marketing                                    |   | 4,532        |   |   |             |   |   | 4,532        |   |   |             |   |   | 12,709              |  
|Management fees                              |   | 15,900       |   |   | 14,215       |   |   | 31,800       |   |   | 15,185       |   |   | 94,981              |  
|Professional fees                            |   | 11,659       |   |   | 24,285       |   |   | 19,010       |   |   | 35,980       |   |   | 144,553             |  
|Research and development                     |   |             |   |   | 14,366       |   |   | 30,273       |   |   | 14,366       |   |   | 107,188             |  
|Share based compensation                     |   |             |   |   |             |   |   | 25,670       |   |   |             |   |   | 118,477             |  
|General and administrative                   |   | 25,844       |   |   | 18,427       |   |   | 59,431       |   |   | 25,380       |   |   | 198,725             |  
|Interest expense                             |   | 8,182        |   |   | 3,900        |   |   | 15,639       |   |   | 5,283        |   |   | 43,232              |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Total Expenses                               |   | 72,066       |   |   | 75,193       |   |   | 197,627      |   |   | 96,194       |   |   | 738,168             |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Operating Loss                               |   | (72,008      | ) |   | (75,030      | ) |   | (197,951     | ) |   | (96,430      | ) |   | (739,703            | )
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Other Income                                 |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Gain on issue by subsidiary of its
      own |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|shares
      outside the consolidated group  |   |             |   |   |             |   |   | 3            |   |   |             |   |   | 3                   |  
|Non-controlling interest                     |   |             |   |   |             |   |   | 70           |   |   |             |   |   | 70                  |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Net Loss                                     | $ | (72,008      | ) | $ | (75,030      | ) | $ | (197,878     | ) | $ | (96,430      | ) | $ | (739,630            | )
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Net Loss Per Share
       Basic and Diluted | $ | (.01         | ) | $ | (.01         | ) | $ | (.02         | ) | $ | (.01         | ) |   |                     |  
|                                             |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Weighted Average Shares
      Outstanding    |   | 10,823,007   |   |   | 10,387,522   |   |   | 10,771,687   |   |   | 10,368,790   |   |   |                     |  

F-2

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

---

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

|                                              |   |              |   |   |              |   |   |            |   |   |            |   |   | Accumulated From |  
|--------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ---------- | - | - | ---------- | - | - | ---------------- | -
|                                              |   | For the      |   |   | For the      |   |   | For the    |   |   | For the    |   |   | June 4, 2001     |  
|                                              |   | Three Months |   |   | Three Months |   |   | Six Months |   |   | Six Months |   |   | (Date of         |  
|                                              |   | Ended        |   |   | Ended        |   |   | Ended      |   |   | Ended      |   |   | Inception)       |  
|                                              |   | August 31,   |   |   | August 31,   |   |   | August 31, |   |   | August 31, |   |   | to August 31,    |  
|                                              |   | 2007         |   |   | 2006         |   |   | 2007       |   |   | 2006       |   |   | 2007             |  
|                                              |   |              |   |   |              |   |   |            |   |   |            |   |   |                  |  
|Net Loss                                      | $ | (72,008      | ) | $ | (75,030      | ) | $ | (197,878   | ) | $ | (96,430    | ) | $ | (739,630         | )
|                                              |   |              |   |   |              |   |   |            |   |   |            |   |   |                  |  
|Other comprehensive income (loss)             |   |              |   |   |              |   |   |            |   |   |            |   |   |                  |  
|                                              |   |              |   |   |              |   |   |            |   |   |            |   |   |                  |  
|Foreign currency translation
      adjustment |   | 482          |   |   | 1,140        |   |   | 722        |   |   | (1,070     | ) |   | 2,145            |  
|                                              |   |              |   |   |              |   |   |            |   |   |            |   |   |                  |  
|Comprehensive Loss                            | $ | (71,526      | ) | $ | (73,890      | ) | $ | (197,156   | ) | $ | (97,500    | ) | $ | (737,485         | )

F-3

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

---

|Sound Revolution, Inc.                                   
|---------------------------------------------------------
|(A Development Stage Company)                            
|Consolidated Statements of Stockholders Equity (Deficit)
|For the Period ended August 31, 2007                     

|                                  |  |            |  |  |        |  |  |            |  |  | Deficit     |   |  | Accumulated   |  |  |          |  
|--------------------------------- |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ----------- | - |  | ------------- |  |  | -------- | -
|                                  |  |            |  |  |        |  |  |            |  |  | Accumulated |   |  | Other         |  |  |          |  
|                                  |  |            |  |  |        |  |  | Additional |  |  | During the  |   |  | Comprehensive |  |  |          |  
|                                  |  | Common     |  |  | Stock  |  |  | Paid-in    |  |  | Development |   |  | Income        |  |  |          |  
|                                  |  | Shares     |  |  | Amount |  |  | Capital    |  |  | Stage       |   |  | (Loss)        |  |  | Total    |  
|                                  |  | #          |  |  | $      |  |  | $          |  |  | $           |   |  | $             |  |  | $        |  
|Balance  February 28, 2007       |  | 10,638,846 |  |  | 1,062  |  |  | 297,999    |  |  | (541,752    | ) |  | 1,423         |  |  | (241,268 | )
|                                  |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|Issuance of common stock in       |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|April, 2007 in exchange for       |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|management services               |  | 150,000    |  |  | 15     |  |  | 22,485     |  |  |            |   |  |              |  |  | 22,500   |  
|Issuance of stock options in      |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|March, 2007 in exchange
      for |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|management services               |  |           |  |  |       |  |  | 18,270     |  |  |            |   |  |              |  |  | 18,270   |  
|Issuance of stock options in      |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|May, 2007 in exchange for         |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|directors fees                    |  |           |  |  |       |  |  | 7,400      |  |  |            |   |  |              |  |  | 7,400    |  
|Issuance of common stock in       |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|June, 2007 in exchange
      for  |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|consulting services               |  | 32,031     |  |  | 3      |  |  | 7,365      |  |  |            |   |  |              |  |  | 7,368    |  
|Issuance of common stock in       |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|July, 2007 in exchange for        |  |            |  |  |        |  |  |            |  |  |             |   |  |               |  |  |          |  
|directors fees                    |  | 14,705     |  |  | 2      |  |  | 4,998      |  |  |            |   |  |              |  |  | 5,000    |  
|Foreign currency translation      |  |           |  |  |       |  |  |           |  |  |            |   |  | 722           |  |  | 722      |  
|Net loss for the period           |  |           |  |  |       |  |  |           |  |  | (197,878    | ) |  |              |  |  | (197,878 | )
|Balance 
      August 31, 2007   |  | 10,835,582 |  |  | 1,082  |  |  | 358,517    |  |  | (739,630    | ) |  | 2,145         |  |  | (377,886 | )

F-4

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

---

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

|                                                      |   | For the      |   |   | For the      |   |   | Accumulated From    |  
|----------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                      |   | Six Month    |   |   | Six Month    |   |   | June 4, 2001        |  
|                                                      |   | Period Ended |   |   | Period Ended |   |   | (Date of Inception) |  
|                                                      |   | August 31,   |   |   | August 31,   |   |   | to August 31,       |  
|                                                      |   | 2007         |   |   | 2006         |   |   | 2007                |  
|                                                      |   |              |   |   |              |   |   |                     |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Operating Activities                                  |   |              |   |   |              |   |   |                     |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Net loss for the period                               | $ | (197,878     | ) | $ | (96,430      | ) | $ | (739,630            | )
|                                                      |   |              |   |   |              |   |   |                     |  
|Adjustments to reconcile net loss
      to net cash   |   |              |   |   |              |   |   |                     |  
|used in operating activities                          |   |              |   |   |              |   |   |                     |  
|Depreciation expense                                  |   | 14,292       |   |   | 4,227        |   |   | 32,026              |  
|Shares issued for services                            |   | 34,868       |   |   | 52,928       |   |   | 162,941             |  
|Stock options issued
      in exchange for services   |   | 25,670       |   |   |             |   |   | 118,477             |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Change in operating assets and
      liabilities      |   |              |   |   |              |   |   |                     |  
|Prepaid expenses and other                            |   | (8,919       | ) |   | (27,918      | ) |   | (37,972             | )
|Accounts payable
      and accrued expenses           |   | 14,985       |   |   | 26,523       |   |   | 72,514              |  
|Accrued interest due to stockholder                   |   | 15,639       |   |   | 5,390        |   |   | 42,260              |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Net Cash Used In Operating
      Activities           |   | (101,343     | ) |   | (35,280      | ) |   | (349,384            | )
|                                                      |   |              |   |   |              |   |   |                     |  
|Investing Activities                                  |   |              |   |   |              |   |   |                     |  
|Purchase of music
      rights                        |   |             |   |   | (8           | ) |   | (291                | )
|Purchase of office equipment                          |   |             |   |   | (13,560      | ) |   | (14,794             | )
|Web site development
      costs                      |   | (17,513      | ) |   | (11,794      | ) |   | ( 27,192            | )
|Investment                                            |   |             |   |   |             |   |   | (10,000             | )
|                                                      |   |              |   |   |              |   |   |                     |  
|Net Cash Flows Used
      In Investing Activities     |   | (17,513      | ) |   | (25,362      | ) |   | (52,277             | )
|                                                      |   |              |   |   |              |   |   |                     |  
|Financing Activities                                  |   |              |   |   |              |   |   |                     |  
|Advances from (repayments
      to) stockholder       |   | 128,532      |   |   | 59,672       |   |   | 353,290             |  
|Proceeds from issuance of common stock                |   |             |   |   | 5,000        |   |   | 63,622              |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Net Cash Flows Provided
      By Financing Activities |   | 128,532      |   |   | 64,672       |   |   | 416,912             |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Foreign exchange effect
      on cash                 |   | 722          |   |   | (1,070       | ) |   | 2,121               |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Increase (Decrease) in Cash                           |   | 10,398       |   |   | 2,960        |   |   | 17,372              |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Cash - Beginning of
      Period                      |   | 6,974        |   |   | 1,559        |   |   |                    |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Cash - End of Period                                  | $ | 17,372       |   | $ | 4,519        |   | $ | 17,372              |  
|                                                      |   |              |   |   |              |   |   |                     |  
|                                                      |   |              |   |   |              |   |   |                     |  
|                                                      |   |              |   |   |              |   |   |                     |  
|Supplemental Disclosures                              |   |              |   |   |              |   |   |                     |  
|Interest paid                                         | $ |             |   | $ |             |   | $ | 1,082               |  
|Income
      taxes paid                               |   |             |   |   |             |   |   |                    |  

F-5

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

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|August 31, 2007                               
|(Expressed in US dollars)                     
|(Unaudited)                                   

The Company and Summary of Significant Accounting Policies

The Company

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

Principles of Consolidation

The accompanying consolidated financial statements are stated
  in U.S. dollars, unless otherwise noted, and include the accounts of the Company
  and its subsidiaries, Sound Revolution Recordings, Inc., Charity Tunes, Inc.,
  and Buzz Tub Media Inc. All inter-company accounts and transactions have been
  eliminated.

Going Concern

As shown in the financial statements, the Company is in the development
  stage and has not yet developed a commercially viable product or generated significant
  revenues from their intended business activities. In addition, the Company has
  incurred losses since inception resulting in a net accumulated deficit of $739,630
  at August 31, 2007, and has used cash of $349,384 in operating activities since
  inception. These factors raise substantial doubt about the Company's ability
  to continue as a going concern.

The Company will need additional working capital to continue
  or to be successful in any future business activities. Therefore, continuation
  of the Company as a going concern is dependent upon obtaining the additional
  working capital necessary to accomplish its objective. Management plans to seek
  debt or equity financing, or a combination of both, to raise the necessary working
  capital.

The Company expects that its cash requirements over the next
  12 months will not exceed $2,000,000. A company controlled by the Company's
  major stockholder and CFO has agreed to make loans to the Company ($324,593
  has been drawn through August 31, 2007) to meet part of its capital requirements
  for that period. For the balance of working capital it requires for the next
  12 months, the Company plans to generate cash from the sale of stock to the
  public and existing stockholders. When possible, the Company plans to issue
  stock for professional services it may require.

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

F-6

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|August 31, 2007                               
|(Expressed in US dollars)                     
|(Unaudited)                                   

Stock Based Compensation

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

Effective March 1, 2006, the beginning of the Companys
  first fiscal quarter of fiscal year 2007, the Company adopted the fair value
  recognition provisions of SFAS 123R, using the modified-prospective transition
  method. Under this transition method, stock-based compensation expense is recognized
  in the consolidated financial statements for granted, modified, or settled stock
  options. Compensation expense recognized included the estimated expense for
  stock options granted on and subsequent to March 1, 2006, based on the grant
  date fair value estimated in accordance with the provisions of SFAS 123R, and
  the estimated expense for the portion vesting in the period for options granted
  prior to, but not vested as of March 1, 2006, based on the grant date fair value
  estimated in accordance with the original provisions of SFAS 123. Results for
  prior periods have not been restated, as provided for under the modified-prospective
  method. The Company had no employee share based compensation issued and outstanding
  at August 31, 2007.

Interim Period Consolidated Financial Statements

The interim period consolidated financial statements have been
  prepared by the Company pursuant to the rules and regulations of the U.S. Securities
  and Exchange Commission (the "SEC"). Certain information and footnote
  disclosure normally included in consolidated financial statements prepared in
  accordance with accounting principles generally accepted in the United States
  have been condensed or omitted pursuant to such SEC rules and regulations. The
  interim period consolidated financial statements should be read together with
  the audited consolidated financial statements and accompanying notes included
  in the Company's audited consolidated financial statements for the year ended
  February 28, 2007. In the opinion of the Company, the unaudited consolidated
  financial statements contained herein contain all adjustments (consisting of
  a normal recurring nature) necessary to present a fair statement of the results
  of the interim periods presented.

|2. | Investment
|-- | ----------

On September 21, 2006 the Company entered into a Wholesale Digital
  Download and Master Tone agreement with CD Baby, Inc to obtain the rights to
  sell over 1,000,000 songs and ring tones. The initial term of the agreement
  is for one year and shall extend on a year to year basis. The Company has paid
  CD Baby $10,000 for 100,000 songs (at $0.10 per song). The Company agreed to
  pay an additional $90,000 for the remaining 900,000 songs, which it is not obligated
  to do. Upon sales of the songs, the Company is obligated to pay royalties to
  CD Baby Inc. of between 60 and 70% of the sale price.

F-7

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|August 31, 2007                               
|(Expressed in US dollars)                     
|(Unaudited)                                   

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

| |                                 |   |        |  |   | Accumulated  |  |   | Net      | 
| | ------------------------------- | - | ------ |  | - | ------------ |  | - | -------- | 
| |                                 |   |        |  |   |              |  |   | Carrying | 
| |                                 |   | Cost   |  |   | Amortization |  |   | Value    | 
| |                                 |   |        |  |   |              |  |   |          | 
| | Computer Equipment              | $ | 16,745 |  | $ | 4,964        |  | $ | 11,781   | 
| | Website Development
      Costs |   | 69,595 |  |   | 27,218       |  |   | 42,377   | 
| |                                 | $ | 86,340 |  | $ | 32,182       |  | $ | 54,158   | 

|4. | Acquisition of Buzz Tub Media Inc.
|-- | ----------------------------------

On March 10, 2007, the Company acquired 29,000,000 shares of
  common stock of Buzz Tub Media Inc. (Buzz Tub) from a director in
  consideration for $290, representing approximately 80% of the outstanding capital
  stock of Buzz Tub. The consideration was expensed in the period of acquisition.
  Buzz Tub is a development stage corporation incorporated in the State of Delaware
  for the purposes of carrying on business in the areas of market research, entertainment,
  and internet technology. At the time of the acquisition, Buzz Tub had no significant
  assets or liabilities. On October 1, 2007, the Company acquired an additional
  1,000,000 shares of common stock of Buzz Tub from a director in consideration
  for $10. Refer to Note 9(b).

|5. | Advances from related party and related party
      transactions
|-- | ----------------------------------------------------------------

During the period ended August 31, 2007, directors of the Company
  received $31,800 in management fees pursuant to management agreements, and the
  Company has paid $11,272 in directors fees to a director of the Company. The
  Company has also prepaid $15,600 in management fees to a director and $4,000
  in directors fees to a director of the Company.

|6. | Common Stock
|-- | ------------

On June 15, 2007, the Company issued 32,031 shares of common
  stock with a fair value of $0.23 per share in consideration for consulting services
  provided in the amount of $7,368.

On July 16, 2007, the Company issued 14,705 shares of common
  stock with a fair value of $0.34 per share in consideration for director services
  provided in the amount of $5,000.

|7. | Stock options
|-- | -------------

The following table summarizes the changes in options outstanding
  and the related prices for the shares of the Company's common stock issued to
  its officers.

|Options Outstanding |  |             | Options Exercisable | 
|------------------- |  | ----------- | ------------------- | 
|                    |  |             |                     | 
|                    |  |             |                     | 
|Exercise            |  | Number      |                     | 
|Prices              |  | Outstanding |                     | 
|$ 0.80              |  | 10,000      |                     | 
|$ 1.00              |  | 100,000     |                     | 
|$ 1.50              |  | 100,000     |                     | 
|$ 0.26              |  | 15,000      |                     | 
|$ 0.30              |  | 100,000     |                     | 
|$ 2.50              |  | 100,000     |                     | 
|$
      0.22        |  | 50,000      |                     | 
|                    |  | 475,000     |                     | 

F-8

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|August 31, 2007                               
|(Expressed in US dollars)                     
|(Unaudited)                                   

|7. | Stock options (Continued)
|-- | -------------------------

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

|                                             |  |                  |  |   | Weighted        | 
|-------------------------------------------- |  | ---------------- |  | - | --------------- | 
|                                             |  | Number of Shares |  |   | Price Per Share | 
|Balance at June 4, 2001 (date of inception): |  | -                |  | $ | -               | 
|Granted                                      |  | -                |  |   | -               | 
|Exercised                                    |  | -                |  |   | -               | 
|Cancelled or expired                         |  | -                |  |   | -               | 
|Outstanding at February 28, 2006             |  | -                |  | $ | -               | 
|Granted                                      |  | 10,000           |  |   | .80             | 
|Granted                                      |  | 100,000          |  |   | 1.00            | 
|Granted                                      |  | 100,000          |  |   | 1.50            | 
|Granted                                      |  | 15,000           |  |   | .26             | 
|Granted                                      |  | 100,000          |  |   | .30             | 
|Exercised                                    |  | -                |  |   | -               | 
|Cancelled or expired                         |  | -                |  |   | -               | 
|Outstanding at February 28, 2007             |  | 325,000          |  | $ | 0.77            | 
|Granted                                      |  | 100,000          |  |   | 2.50            | 
|Granted                                      |  | 50,000           |  |   | .22             | 
|Outstanding at August 31, 2007               |  | 475,000          |  | $ | 0.94            | 

In March 2007, the Company granted an aggregate of 100,000 stock
  options to a director in exchange for management services rendered. The estimated
  value of the stock options vested during the period ended August 31, 2007 was
  determined using the Black-Scholes option pricing model and the following assumptions:
  expected option life of 2 years, a risk free interest rate of 4.875%, a dividend
  yield of 0% and volatility of 259%. Compensation expense of $18,270 was charged
  to operations during the six month period ended August 31, 2007.

In May 2007, the Company granted an aggregate of 50,000 stock
  options to a director in exchange for services rendered. The estimated value
  of the stock options vested during the period ended August 31, 2007 was determined
  using the Black-Scholes option pricing model and the following assumptions:
  expected option life of 2 years, a risk free interest rate of 4.875%, a dividend
  yield of 0% and volatility of 259%. Compensation expense of $7,400 was charged
  to operations during the six month period ended August 31, 2007.

|8. | Commitment
|-- | ----------

On July 10, 2007, the Company entered into a consulting agreement
  (the Agreement) with Velocity Communications Ltd. (Velocity).
  Pursuant to the Agreement, Velocity will create and implement a comprehensive
  investor and public relations strategy for the Company for the North American
  market. The term of the Agreement is for 12 months. In consideration for Velocitys
  services, the Company will compensate Velocity with 10,000 restricted common
  shares per month during the term of the Agreement, payable in advance. The Company
  will also pay to Velocity a flat fee of $1,500 per month to cover all expenses.
  If the Agreement is terminated by either of the parties, any compensation paid
  to Velocity and not accrued at the time of termination will be refundable to
  the Company. At August 31, 2007, Velocity has not provided any services to the
  Company. The Company has not issued any shares or made any cash payments to
  Velocity as the effective date of the agreement is delayed indefinitely.

F-9

---

|Sound Revolution, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|August 31, 2007                               
|(Expressed in US dollars)                     
|(Unaudited)                                   

|9. | Subsequent Events
|-- | -----------------
|   |                  
|   | a)               
|   |                  
|   | b)               
|   |                  
|   | c)               
|   |                  
|   | d)               

F-10

---

Item 2. Plan of Operation

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

Overview

We are a development stage company whose efforts have been
principally devoted to developing technology and infrastructure for the digital
distribution of music and other media. In particular, we have developed a
website, www.charitytunes.com, through which we sell digital music
downloads, ringtones and other sound effects. We are also developing email
management software which will enable musicians to market their music and music
related products online.

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

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

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

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

Consulting Agreement

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

The term of the Velocity Agreement is 12 months. In
consideration for Velocitys services, we will compensate Velocity with 10,000
restricted common shares in our capital stock per month during the term of the
Agreement, payable in advance. We will also pay to Velocity a flat fee of $1,500
per month during the Term to cover all expenses. If the Agreement is terminated
by either us or by Velocity, any compensation paid to Velocity and not accrued
at the time of termination will be refundable to us. At August 31, 2007, the
effective date of the agreement with Velocity has been delayed indefinitely by
the parties. Velocity has not provided any services to us and we have not issued
any shares or made any cash payments to Velocity pursuant to the agreement.

3

---

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

Revenues:

During the three months ended August 31, 2007, we realized
total revenue of $388 compared to $175 in revenue for the three months ended
August 31, 2006 and we incurred a net loss for the three months ended August 31,
2007 of ($72,008) compared to a net loss of ($75,030) for the same period in
2006. From June 4, 2001 (date of inception) to August 31, 2007, we have
accumulated total expenses of $738,168 and net loss of 739,630. Although we have
begun to realize nominal revenue from website activity, we still consider
ourselves to be in the development stage for financial statement presentation.
The increase in revenues but greater increase in net loss for 2007 was as a
result of increased expenses during the fiscal year.

Expenses:

The major components of our expenses for the three months ended
August 31, 2007 are research and development, stock based compensation, and
general administrative expenses which include telephone fees, couriers, postage,
corporate fees including corporate expenses, software development and office
supplies. Our general and administrative expenses for the three months ended
August 31, 2007 are $25,844 compared to $18,427 for the three months ended
August 31, 2006. This increase in general and administrative expenses is mainly
the result of increased website and business development. Our accumulated
general and administrative expenses from June 4, 2001 (date of inception) to
August 31, 2007 are $198,725.

Our research and development costs for the three months ended
August 31, 2007 were $0 compared to $14,366 for the same period ended August 31,
2006. The decrease in our research and development costs is due to the fact that
we have capitalized those costs because development work on our website,
www.charitytunes.com, is complete. Therefore, any amounts we have spent on
research and development during the three month ended August 31, 2007 appear as
an asset rather than as expenses on our consolidated financial statements. Our
accumulated research and development costs from June 4, 2001 (date of inception)
to August 31, 2007 are $107,188.

Our professional fees for the three months ended August, 2007
were $11,659, compared to $24,285 for the same period ended August 31, 2006. Our
professional fees are mainly attributable to our auditor costs. Our total
accumulated professional fees from June 4, 2001 (date of inception) to August
31, 2007 are $144,553.

Our management fees for the three months ended August 31, 2007
were $15,900 compared to $14,215 for the same period ended August 31, 2006.. Our
total accumulated management fees from June 4, 2001 (date of inception) to
August 31, 2007 are $94,981.

We issued stock based compensation of $0 during the three
months ended August 31, 2007 compared to $0 for the three months ended August
31, 2006. From June 4, 2001 (date of inception) to August 31, 2007 we issued
$118,477 in stock based compensation. The increase in stock based compensation
during our past quarterly period is the result of the increased activities and
the corresponding issuance of stock as payment for consulting services,
professional services, promotional services, research & development
services, management services, and for capital equipment.

4

---

Our accumulated interest expense for the three months ended
August 31, 2007 was $8,182 compared to $3,900 for the same period in, 2006 and
$43,232 for the period from June 4, 2001 (date of inception) to August 31, 2007.

Our Director fees for the three months ended August 31, 2007
are $5,949 compared to $0 for the same period in 2006. The increase in Director
fees was the result of our increased activities and the expansion of our board
of Directors. From June 4, 2001 (date of inception) to August 31, 2007 we
accumulated Director fees of $18,303.Our marketing fees were $4,532 for the
three months ended August 31, 2007 and $0 for the three months ended August 31,
2006.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED AUGUST 31,
2007 COMPARED TO THE SIX MONTHS ENDED AUGUST 31, 2006

Revenues:

During the six months ended August 31, 2007, we realized total
revenue of $474 compared to $184 in revenue for the six months ended August 31,
2006 and we incurred a net loss for the six months ended August 31, 2007 of
($197,878) compared to a net loss of ($96,430) for the same period in 2006..
Although we have begun to realize nominal revenue from website activity, we
still consider ourselves to be in the development stage for financial statement
presentation. The increase in revenues but greater increase in net loss for 2007
was as a result of increased expenses during the fiscal year.

Expenses:

The major components of our expenses for the six months ended
August 31, 2007 are research and development, stock based compensation, and
general administrative expenses which include telephone fees, couriers, postage,
corporate fees including corporate expenses, software development and office
supplies. Our general and administrative expenses for the six months ended
August 31, 2007 are $59,431 compared to $25,380 for the six months ended August
31, 2006. This increase in general and administrative expenses is mainly the
result of increased website and business development.

Our research and development costs for the six months ended
August, 2007 were $30,273 compared to $14,366 for the same period ended August
31, 2006. This increase in business development costs between the two periods is
largely the result of increased activities relating to the development of our
business.

Our professional fees for the six months ended August, 2007
were $19,010, compared to $35,980 for the same period ended August 31, 2006. Our
professional fees are mainly attributable to our auditor costs.

Our management fees for the six months ended August 31, 2007
were $31,800 compared to $15,185 for the same period ended August 31, 2006. The
increase in our management fees resulted from our increased activities and from
the corresponding performance based compensation paid to our President and Chief
Executive Officer

We issued stock based compensation of $25,670 during the six
months ended August 31, 2007 compared to $0 for the six months ended August 31,
2006. The increase in stock based compensation during our past quarterly period
is the result of the increased activities and the corresponding issuance of
stock as payment for consulting services, professional services, promotional
services, research & development services, management services, and for
capital equipment.

5

---

Our accumulated interest expense for the six months ended
August 31, 2007 was $15,639 compared to $5.283 for the same period in 2006.

Our Director fees for the six months ended August 31, 2007 are
$11,272 compared to $0 for the same period in 2006. The increase in Director
fees was the result of our increased activities and the expansion of our board
of Directors.

Our marketing fees were $4,532 for the six months ended August
31, 2007 and $0 for the six months ended August 31, 2006.

Net Losses:

Our Net loss for the three months ended August 31, 2007 was
($72,008) and our loss per share was ($0.01) compared to a net loss of $(75,030)
and loss per share of $(0.01) for the same period in 2006. Our Net loss for the
six months ended August 31, 2007 was ($197,878) and our loss per share was
($0.02) compared to a net loss of $(96,430) and loss per share of $(0.01) for
the same period in 2006. The increase in losses was primarily due to auditor
fees, research & development, corporate expense, and an increase in general
and administrative expenses. Our net loss from June 4, 2007 (date of inception)
to August 31, 2007 is ($739,630).

Liquidity and Capital Resources:

As of August 31, 2007, we had cash of $17,372. We intend to
continue to make financial investments in marketing, digital music rights
acquisitions, technology, software development and website development. We
expect to incur substantial losses over the next year.

As a result of our operating loss of $739,630 from inception on
June 4, 2001 through August 31, 2007, we generated a net deficit accumulated
during the development stage of $739,630. We met our cash requirements during
the development stage through the receipt of $353,292 advanced by Bacchus
Entertainment Ltd. (Bacchus Entertainment), a company 100% owned by Penny
Green, our Director and Chief Financial Officer, as well as $63,622 received in
exchange for the sales of our common stock in private placements. Of the
$353,292 advanced to us by Bacchus Entertainment, $128,532 was advanced to us
during the six months ended August 31, 2007. We have generated nominal revenues
in this period, and realized a negative cash flow from operations of $101,343
for the six months ended August 31, 2007 compared to a negative cash flow from
operations of $35,280 for the same period in 2006. From June 4, 2001 (date of
inception) to August 31, 2007, we have realized a negative cash flow from
operations of $349,384. We have achieved liquidity from June 4, 2001 (date of
inception) to August 31, 2007 principally from $353,292 advanced by Bacchus
Entertainment.

On August 31, 2004, Penny Green and Bacchus Entertainment
entered into an agreement with us whereby the net amount of monies borrowed by
us from Penny Green and Bacchus Entertainment would all convert to a loan owed
by us to Bacchus and that Bacchus would make further loans to us from time to
time with interest accruing at the annual rate of 10% up to an aggregate of
$70,000. On November 30, 2004, pursuant to an addendum, the parties agreed that
interest on the loan monies would accrue quarterly and would be due within 45
days of the end of each quarter. On January 1, 2007 the loan agreement was again
amended so that additional amounts loaned to us by Penny Green or Bacchus
Entertainment will be subject to the loan agreement and so monthly payments will
not be required until September 1, 2007. On June 30, 2007 this agreement was
further amended to extend the payment period to January 1, 2008.

Our losses for the six months ended August 31, 2007 were
($197,878) or ($32,979) per month compared to ($96,430) or ($16,072) per month
for the same period 2006. We estimate that our expenses over the next 12 months
(beginning December 2007) will be approximately as follows:

6

---

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

As of August 31, 2007, we had cash of $17,372, and we believe
that we need approximately an additional $2,000,000 to meet our capital
requirements over the next 12 months. Our intention is to seek equity financing
from our existing shareholders and from friends or family of our officers and
Directors through private placements. We intend to seek additional financing of
approximately $2,000,000 to complete and launch our products into the market. We
also intend to seek consultants willing to accept our common stock as partial or
full consideration for services.

We will continue to engage outside contractors and consultants
who are willing to be paid in stock rather than cash. Expenses incurred which
cannot be paid in stock, such as auditors fees, will be paid in cash. If the
cash in our account is insufficient to cover our auditor fees, we will cover our
expenses by accessing loans from Bacchus Entertainment through our loan
agreement signed on August 31, 2004 or by seeking financing through equity
placements. If we are unable to raise necessary capital to meet our capital
requirements, we may not be able to pay our internet hosting fees, which may
mean our website and digital music would no longer be available to the public,
and we may not be able to pay our auditor which could result in a failure to
comply with accounting disclosure requirements.

7

---

As we expand in the future, and if we are successful in
licensing additional music libraries or any film libraries, we will incur
additional costs for personnel. In order for us to attract and retain quality
personnel, management anticipates it will need to offer competitive salaries,
issue common stock to consultants and employees, and grant Sound Revolution
stock options to future employees. We anticipate that we will need approximately
$300,000 per year beginning in mid 2008 to pay salaries to employees or
consultants in working in the areas of marketing, sales, music acquisition and
accounting.

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

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

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

At August 31, 2007, the effective date of the agreement with
Velocity has been delayed indefinitely by the parties. Velocity has not provided
any services to us and we have not issued any shares or made any cash payments
to Velocity pursuant to the agreement.

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

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

Research and Development

During the three months ended August 31, 2007, we incurred $0
in expenses related to research and development. We anticipate that we will
spend approximately $115,000 relating to product research and development over
the next 12 months, which amount includes the estimated cost of upgrading our
www.charitytunes.com platform, developing our FanPro software, and the
cost of integrating newly acquired content to www.charitytunes.com.
However, this estimate does not include direct marketing and publicity expenses
or costs associated incurred from the acquisition and licensing of content.

Purchase of Significant Equipment

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

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Employees

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

Subsequent Events

On September 5, 2007, we issued 19,407 shares of common stock
with a fair value of $0.105 per share in consideration for director services
provided in the amount of $2,000.

On October 1, 2007, we acquired 1,000,000 shares of common
stock of Buzz Tub Media Inc. from a director in consideration for $10,
representing approximately 3% of the outstanding capital stock of Buzz Tub.
Refer to Note 4 in the consolidated financial statements.

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

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

Critical Accounting Policies

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

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Revenue Recognition and Cost of Revenue

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

Share-Based Compensation

Prior to the March 1, 2006 adoption of the Financial Accounting
Standards Board (FASB) Statement No. 123(R), Share-Based Payment (SFAS
123R), we accounted for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations. As
permitted by SFAS No. 123, Accounting for Stock-Based Compensation (SFAS
123), stock-based compensation was included as a pro forma disclosure in the
notes to the consolidated financial statements. We had no employee stock based
compensation issued and outstanding prior to March 1, 2006.

Effective March 1, 2006, the beginning of our first fiscal
quarter of 2007, we adopted the fair value recognition provisions of SFAS 123R,
using the modified-prospective transition method. Under this transition method,
stock-based compensation expense is recognized in the consolidated financial
statements for granted, modified, or settled stock options. Compensation expense
recognized included the estimated expense for stock options granted on and
subsequent to March 1, 2006, based on the grant date fair value estimated in
accordance with the provisions of SFAS 123R, and the estimated expense for the
portion vesting in the period for options granted prior to, but not vested as of
March 1, 2006, based on the grant date fair value estimated in accordance with
the original provisions of SFAS 123. Results for prior periods have not been
restated, as provided for under the modified-prospective method. We had no
employee stock based compensation issued and outstanding at August 31, 2007.

Known Material Trends and Uncertainties

As of August 31, 2007 we have no off balance sheet transactions
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

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

Related Party Transactions

During the period ended August 31, 2007, our directors received
$31,800 in management fees pursuant to management agreements. We paid $11,272 in
Directors fees to one of our Directors during the same period. We have also
prepaid $15,600 in management fees to one of our Directors and $4,000 in
director fees to another of our Directors.

On September 5, 2007, the Company issued 19,407 shares of
common stock with a fair value of $0.105 per share in consideration for director
services provided in the amount of $2,000.

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On October 1, 2007, the Company acquired 1,000,000 shares of
common stock of Buzz Tub Media Inc. from a director in consideration for $10,
representing approximately 3% of the outstanding capital stock of Buzz Tub.
Refer to Note 4.

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

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms.During the quarter ended August 31, 2007,
there were no changes in our internal control over financial reporting that have
materially affected, or are reasonably likely to affect, our internal control
over financial reporting.

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

PART II  OTHER INFORMATION

Item 1. Legal Proceedings:

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

Item 2. Unregistered Sales of Equity Securities:

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

Item 3. Defaults upon Senior Securities:

None

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

None

Item 5. Other Information:

None.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|(10) | Material Contracts                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 | Consulting Agreement
        with Velocity Communications Ltd., dated on July 10, 2007 (incorporated
        by reference as Exhibit Number 99.1 of our Report on Form 8-K filed July
        12, 2007).        
|10.2 | Affiliate
        Stock Purchase Agreement between Penny Green and Sound Revolution Inc.,
        dated October 1, 2007 for the purchase of 1,000,000 shares of Buzz Tub
        Media Inc., by Sound Revolution
|10.3 | Share
        Purchase Agreement between Robin Ram and Sound Revolution Inc., dated
        October 4, 2007 for the purchase of 30,000,000 shares of Buzz Tub Media
        Inc., by Robin Ram                  
|10.4 | Amendment to Agreement between
        PureTracks Inc. and Sound Revolution Inc., executed October 10, 2007                                                                                                     
|     | Certifications                                                                                                                                                                                                  
|31.1 | Rule
        13a-14(a)/15d-14(a) Certification of CEO                                                                                                                                                           
|31.2 | Rule
        13a-14(a)/15d-14(a) Certification of CFO                                                                                                                                                           
|32.1 | Section
        906 Certification of CEO                                                                                                                                                                        
|32.2 | Section
        906 Certification of CFO                                                                                                                                                                        

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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: October 19, 2007 | SOUND REVOLUTION INC.
|---------------------- | ---------------------
|                       | (Registrant)         
|                       |                      
|                       | By:                  
|                       |                      
|                       |                      

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