SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                                                           SOUND REVOLUTION INC.
                                                             FILE NO. 333-118398

November 12, 2004

Larry Spirgel
Assistant Director
United States Securities and
   Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

RE:      SOUND REVOLUTION INC. ("SOUND REVOLUTION")
         REGISTRATION STATEMENT ON FORM SB-2
         AMENDMENT NO. 1
         FILE NO. 333-118398
         FILED AUGUST 20, 2004
--------------------------------------------------------------------------------

Dear Mr. Spirgel:

In response to your comment letter under date September 23, 2004, please find
enclosed three marked copies of Sound Revolution's Amended Registration
Statement No. 1 dated November 12, 2004 on Form SB-2/A for your review.

In response to your comments, Sound Revolution makes the following responses and
has made the following changes to its amended registration statement:

GENERAL
-------

1.       WE NOTE THAT THIS EXCLUSIVELY SECONDARY OFFERING IS THE INITIAL
         OFFERING OF YOUR SHARES. WE ALSO NOTE THAT WHILE YOU ARE NOT RECEIVING
         ANY PROCEEDS FROM THE OFFERING, THE COMPANY IS PAYING THE COSTS
         ASSOCIATED WITH THIS REGISTRATION STATEMENT EVEN THOUGH YOU APPARENTLY
         ARE UNDER NO OBLIGATION TO DO SO. WE FURTHER NOTE THAT YOUR COMMON
         SHARES DO NOT TRADE ON ANY MARKET OR QUOTATION SYSTEM, YET YOU INTEND
         TO PURSUE A LISTING ON THE OTC BULLETIN BOARD AFTER THIS REGISTRATION
         IS DECLARED EFFECTIVE. BASED UPON THESE AND OTHER FACTORS, IT APPEARS
         THAT THE SELLING SHAREHOLDERS MAY BE STATUTORY UNDERWRITERS WITHIN THE
         MEANING OF THE SECURITIES ACT. PLEASE TELL US WHETHER THE SELLING
         SHAREHOLDERS HAVE PURCHASED FROM THE COMPANY WITH A VIEW TO, OR ARE
         ENGAGING IN THE DIRECT OR INDIRECT PARTICIPATION IN, A DISTRIBUTION OF
         YOUR SHARES. IF ANY OF THE SELLING SHAREHOLDERS ARE STATUTORY
         UNDERWRITERS, THEN THEY MUST BE NAMED AS SUCH AND THE PROSPECTUS MUST
         BE REVISED ACCORDINGLY.

                                  Page 1 of 37
<PAGE>

                                                           SOUND REVOLUTION INC.
                                                             FILE NO. 333-118398

         YOUR RESPONSE ANALYZING WHETHER THE SELLING SHAREHOLDERS MAY BE
         STATUTORY UNDERWRITERS SHOULD INCLUDE, BUT NOT BE LIMITED TO, THE
         FOLLOWING FACTORS:

         o        HOW LONG THE SELLING SHAREHOLDERS HAVE HELD THE SHARES;
         o        THE CIRCUMSTANCES UNDER WHICH THEY RECEIVED THE SHARES;
         o        THEIR RELATIONSHIP TO THE ISSUER;
         o        THE AMOUNT OF SHARES INVOLVED;
         o        WHETHER THE SELLERS ARE IN THE BUSINESS OF UNDERWRITING
                  SECURITIES.

         WE MAY HAVE ADDITIONAL COMMENTS BASED UPON YOUR RESPONSE.

         RESPONSE:

         None of the selling shareholders purchased from Sound Revolution with a
         view to, or are engaging in the direct or indirect participation in a
         distribution of our shares. We respectfully submit that none of the
         selling shareholders are statutory underwriters, based on the following
         facts:

         1.       The selling shareholders from our first offering, Paul
                  Addington and Cecelia Bravo, have held their shares for over
                  two years.

         2.       The remaining selling shareholders from the second offering
                  have held their shares for under one year. However, all these
                  shareholders purchased their shares as friends or family of
                  the directors of Sound Revolution, after receiving an Offering
                  Memorandum which described the business of Sound Revolution.
                  The Offering Memorandum contained the following statements,
                  (a)      "These securities will be subject to a number of
                           resale restrictions, including a restriction on
                           trading. Until the restriction on trading expires,
                           you will not be able to trade the securities unless
                           you comply with an exemption from the prospectus and
                           registration requirements under securities
                           legislation.

                                  Page 2 of 37
<PAGE>

                                                           SOUND REVOLUTION INC.
                                                             FILE NO. 333-118398

                  (b)      "No Market: There can be no assurance that an active
                           trading market will develop upon completion of this
                           Offering, or if such market develops, that it will
                           continue. Consequently, purchasers of the Shares
                           offered hereby may not find a ready market for the
                           underlying Shares."

         3.       Each of the selling shareholders signed a subscription
                  agreement which contained the following:

                  (a)      "The Purchaser acknowledges receipt of an Offering
                           Memorandum;
                  (b)      "No person has made to the Purchaser any written or
                           oral representation that the Shares will be listed
                           and posted for trading on a stock exchange or that
                           application has been made to list and post the Shares
                           for trading on a Stock Exchange;
                  (c)      "The Shares are purchased hereby and are not
                           qualified for resale in the United States of America
                           and the Purchaser hereby undertakes not to knowingly
                           resell the underlying Shares to any resident or
                           citizen of the United States of America prior to
                           lawful registration or qualification of the
                           Shares...;
                  (d)      "Hold Period. The purchaser further acknowledges
                           that: (a) These securities will be subject to a
                           number of resale restrictions, including a
                           restriction on trading. Until the restriction on
                           trading expires, you will not be able to trade the
                           securities unless you comply with an exemption from
                           the prospectus and registration requirements under
                           securities legislation..."

         4.       All of the selling shareholders purchased shares in amounts
                  between 1,000 and 52,000, and most of the selling shareholder
                  purchased 10,000 shares or less and do not have enough shares
                  to engage in a distribution of shares.

         5.       None of the selling shareholders are in the business of
                  selling or promoting shares and none of the selling
                  shareholders are in the business of underwriting securities.

         6.       None of the selling shareholders are under an obligation to
                  sell all or any portion of their shares and particular selling
                  shareholders may not have a present intention of selling their
                  shares.

                                  Page 3 of 37
<PAGE>

                                                           SOUND REVOLUTION INC.
                                                             FILE NO. 333-118398

         7.       The selling shareholders purchased in the ordinary course of
                  business.

         8.       At the time of the purchase of the securities to be resold,
                  none of the selling shareholders had any agreements or
                  understandings, directly or indirectly, with any person to
                  distribute the securities.

         9.       Other than Ryan Tunnicliffe, an officer of Sound Revolution
                  and Susanne Milka, a director of Sound Revolution, none of the
                  selling shareholders are directors, officers or affiliates of
                  Sound Revolution.

2.       PLEASE SUPPLEMENTALLY ADVISE US WHETHER ANY OF THE SELLING SHAREHOLDERS
         ARE BROKER-DEALERS OR AFFILIATED WITH BROKER-DEALERS. FOR ALL SELLING
         SHAREHOLDERS THAT ARE BROKER-DEALERS, DISCLOSE THAT THEY ARE
         "UNDERWRITERS" WITHIN THE MEANING OF THE SECURITIES ACT. YOU SHOULD
         REVISE THE PLAN OF DISTRIBUTION TO STATE THE NAMES OF THE SELLING
         SHAREHOLDERS WHO ARE BROKER-DEALERS, AND TO STATE THAT THEY ARE ALSO
         UNDERWRITERS WITH RESPECT TO THE SHARES THAT THEY ARE OFFERING FOR
         SALE.

         RESPONSE:

         None of the selling shareholders are broker-dealers or affiliated with
         broker-dealers.

3.       FOR SELLING SHAREHOLDERS WHO ARE AFFILIATES OF BROKER-DEALERS,
         DISCLOSE, IF TRUE, THAT:
         o        THE SELLER PURCHASED IN THE ORDINARY COURSE OF BUSINESS, AND
         o        AT THE TIME OF THE PURCHASE OF THE SECURITIES TO BE RESOLD,
                  THE SELLER HAD NO AGREEMENTS OR UNDERSTANDINGS, DIRECTLY OR
                  INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE THE SECURITIES.

         RESPONSE:

         None of the selling shareholders are affiliates of broker-dealers.

4.       WE NOTE THAT YOU ARE A DEVELOPMENT STAGE COMPANY WITH LITTLE IF NO
         BUSINESS OPERATIONS, A CAPITAL DEFICIT, AND A NEGATIVE FINANCIAL
         CONDITION. WE ALSO NOTE THAT YOUR OFFICER, DIRECTOR AND PRINCIPAL
         SHAREHOLDER PENNY GREEN PREVIOUSLY WAS AN OFFICER, DIRECTOR, AND
         PRINCIPAL SHAREHOLDER OF ANOTHER PUBLIC COMPANY - MEDIATELEVISION.TV.
         SIMILAR TO SOUND REVOLUTION'S PROPOSED OFFERING, MEDIATELEVISION BECAME
         A PUBLIC COMPANY BY MEANS OF AN EXCLUSIVELY SECONDARY INITIAL PUBLIC
         OFFERING IN 2002 DESPITE HAVING LITTLE IF NO BUSINESS OPERATIONS, A
         CAPITAL DEFICIT, AND A NEGATIVE FINANCIAL CONDITION. IN THE TWO YEARS
         SINCE, IT DOES NOT APPEAR THAT MEDIATELEVISION'S BUSINESS, INVESTMENT
         OR FINANCIAL CONDITION CHANGED. THEN, IN APRIL 2004, MEDIATELEVISION

                                  Page 4 of 37
<PAGE>

                                                           SOUND REVOLUTION INC.
                                                             FILE NO. 333-118398

         ANNOUNCED A REVERSE MERGER IN WHICH MS. GREEN SOLD HER SHARES IN A
         CHANGE OF CONTROL TRANSACTION TO A COMPANY WITH BUSINESS OPERATIONS.
         BASED UPON FILED FORMS 8-K, IT APPEARS THAT THE SALE CLOSED ON AUGUST
         1, 2004. IN LIGHT OF THESE FACTS, PLEASE CONFIRM AND EXPLAIN TO US
         WHETHER SOUND REVOLUTION ACTUALLY INTENDS TO PURSUE ITS BUSINESS MODEL
         OR WHETHER IT ACTUALLY IS A BLANK CHECK COMPANY FOR WHICH MS. GREEN
         REASONABLY INTENDS TO SEEK A BUYER OF A COMPANY WITH A REGISTERED CLASS
         OF SHARES. WE MAY HAVE ADDITIONAL COMMENTS BASED ON YOUR RESPONSE.

         RESPONSE:

         Sound Revolution acknowledges that it is a development stage company
         and it confirms that it fully intends to pursue its business model and
         is not a blank check company. For the three months ended August 31,
         2004, the company's liquidity has improved, with working capital of
         $43,356 as opposed to a working capital deficit.

         During the past few months, we have been active in developing our
         website charitytunes.com and we have completed the site plan and are in
         final negotiations with a web programming company to develop the
         software programming required to make the website operational for
         selling music downloads. Also, we have already entered into an
         agreement with Ryan Tunnicliffe, our VP, Production, to complete all of
         the graphic design, overall design and wording for the site. Also, we
         are in the process of negotiating obtaining digital music rights from
         several artists. We are informed by Penny Green that she does not
         intend to seek a purchaser of her stock in Sound Revolution in the near
         future, and instead is willing to provide support to Sound Revolution
         to enable it to develop its business plan and improve its financial
         condition, including arranging a loan by her company Bacchus
         Entertainment Ltd. for up to $70,000 U.S. dollars to provide Sound
         Revolution with additional resources to conduct its business.

5.       PLEASE PROVIDE US WITH COPIES OF ANY ARTWORK YOU INTEND TO USE AS SOON
         AS POSSIBLE FOR OUR REVIEW AND COMMENT. PLEASE KEEP IN MIND THAT WE MAY
         HAVE COMMENTS ON THESE MATERIALS AND YOU SHOULD CONSIDER WAITING FOR
         FURTHER COMMENTS BEFORE PRINTING AND CIRCULATING ANY ARTWORK.

                                  Page 5 of 37
<PAGE>

                                                           SOUND REVOLUTION INC.
                                                             FILE NO. 333-118398

         RESPONSE: We do not intend to use any artwork on its registration
         statement.

6.       WHEN REFERRING TO DOLLAR AMOUNTS, UNIFORMLY REFER TO EITHER US OR
         CANADIAN DOLLARS. REVISE THROUGHOUT THE FILING. ALSO, DISCLOSE IN THE
         HEADING OF YOUR FINANCIAL STATEMENTS THAT YOUR FINANCIAL STATEMENTS ARE
         IN US DOLLARS.

         RESPONSE:

         The filing has been revised so that all references are to U.S. dollars.
         In some instances, where an agreement calls for a payment in Canadian
         dollars, a reference to Canadian dollars has been made in parentheses.

         Under "Prospectus Summary" on page 1, we have added, "All of the
         references to dollar amounts in this registration statement are in U.S.
         dollars unless otherwise noted."

         The headings of all of our financial statements have been amended to
         disclose that our financial statements are in U.S. dollars.

FRONT COVER OF PROSPECTUS
-------------------------

7.       PLEASE DELETE THE SECOND AND THIRD SENTENCES OF THE FIRST PARAGRAPH.
         THOSE SENTENCES ARE NEITHER REQUIRED BY ITEM 501 OF REGULATION S-B, NOR
         APPEAR KEY TO AN INVESTMENT DECISION.

         RESPONSE: The second and third sentences of the first paragraph have
         been deleted.

8.       IN THE THIRD FULL PARAGRAPH, PLEASE ADD A SENTENCE BRIEFLY HIGHLIGHTING
         THAT PURCHASER IN THIS OFFERING MAY BE RECEIVING AN ILLIQUID SECURITY.

         RESPONSE:

         The following has been added to the third paragraph, "The purchaser in
         this offering may be receiving an illiquid security."

9.       IF YOU INTEND TO CIRCULATE PRELIMINARY PROSPECTUSES, PLEASE REVISE TO
         INCLUDE THE LEGEND REQUIRED BY ITEM 501(a)(10) OF REGULATION S-B.

                                  Page 6 of 37
<PAGE>

                                                           SOUND REVOLUTION INC.
                                                             FILE NO. 333-118398

         RESPONSE: We do not intend to circulate preliminary prospectuses.

INSIDE FRONT COVER
------------------

10.      PLEASE PROVIDE THE DEALER DELIVERY OBLIGATION DISCLOSURE REQUIRED BY
         ITEM 502(b).

         RESPONSE:

         The following has been added to the inside front cover of the
         prospectus:

         "Dealer Prospectus Delivery Obligation

         "Until 90 days after the effective date of this Registration Statement,
         all dealers that effect t