SecProbe.io

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December 8, 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. 2
         File No. 333-118398
         Filed December 8, 2004
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Dear Mr. Spirgel:

In response to your comment letter under date December 2, 2004, please find
enclosed three marked copies of Sound Revolution's Amended Registration
Statement No. 2 dated December 7, 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
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1.       We are still considering your response to prior comment 1. We may have
         further comment.

         Prior comment 1 read as follows:

         Comment 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.

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                      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:

         We note that you are still considering our response to Comment #1 from
         our previous letter to you. We would like to make the following
         additions to our response, in order to assist you in reaching a
         conclusion:

         We refer to the definition of "underwriter" found in Section 2(a)(11)
         of the Securities Act of 1933 which says, "The term "underwriter" means
         any person who has purchased from an issuer with a view to, or offers
         or sells for an issuer in connection with, the distribution of any
         security...".

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         We submit that the second part of the definition "offers or sells for
         an issuer..." does not apply to any of the selling shareholders as any
         shares they sell will be for their own account only, and Sound
         Revolution will receive none of the proceeds from the sales.

         With regards to the first part of the definition of "underwriter", the
         test is whether the selling shareholders purchased their shares "with a
         view" to reselling them to public investors. It is our submission that
         all of the selling shareholders purchased their shares from Sound
         Revolution for their own investment purposes and not with a view to
         reselling the securities. We respectfully submit that evidence of this
         is as follows:

         (a)      At the time the selling shareholders purchased their
                  securities from Sound Revolution, there was no public market
                  for the securities, and no representation was made to the
                  selling shareholders that the shares would be listed or posted
                  for trading on a stock market or quotation system;

         (b)      Each of the selling shareholders acknowledged that there would
                  be a hold period during which the shares purchased would be
                  restricted from trading;

         (c)      None of the selling shareholders are contractually entitled to
                  registration of their shares, such as "piggyback" or "demand"
                  rights (and we submit that if their intention had been to
                  resell the securities to the public, they would have demanded
                  registration rights in their share purchase agreements);

         (d)      It is unlikely that any of the selling shareholders will have
                  an opportunity to sell their shares pursuant to Sound
                  Revolution's registration statement any sooner (or much
                  sooner) than if they were to sell them in compliance with Rule
                  144. Rule 144 will allow the selling shareholders to sell all
                  of their shares in July, 2005. The trickle out provisions will
                  not apply to any of the selling shareholders as not one
                  selling shareholder owns more than 1% of the issued and
                  outstanding shares of Sound Revolution (we have 10,269,814
                  issued and outstanding shares and the most shares owned by any
                  one selling shareholder is 52,000 shares). Even if our
                  registration statement were to be declared effective as early
                  as December, 2004, we would require at least three months, and
                  most likely six or seven more months to obtain a listing on
                  the OTC Bulletin Board (which would take us to July, 2005),
                  especially considering we have not yet entered into an
                  agreement with a market maker to apply for a listing on our
                  behalf. Since Rule 144 provides "safe harbour" to allow
                  shareholders to sell shares without being considered
                  underwriters, we submit that holding the shares for one year
                  (or close to one year) would be further evidence that the
                  selling shareholders did not purchase their shares "with a
                  view" to reselling them to the public; and

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         (e)      Even if any of the single factors above would not be
                  sufficient on their own, we submit that all of these factors
                  combined do demonstrate that the selling shareholders did not
                  purchase shares "with a view" to reselling them to the public.

2.       Please revise the cover of the registration statement to disclose your
         telephone number, rather than the telephone number of the counsel who
         provided the legality opinion.

         RESPONSE:

         We have revised the cover of our registration statement as requested.

3.       Please include an updated copy of your auditors' consent in your
         amended filing.

         RESPONSE:

         We have included an updated copy of our auditor's consent as Exhibit
         23.3 to our amended registration statement.

PROSPECTUS SUMMARY, PAGE 1
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4.       We note your revision in response to prior comment 11. We also note
         that you revised your Management's Discussion and Analysis on page 26
         to indicate that you do not expect to generate revenues until early
         2006. However, the first paragraph in the Prospectus Summary still
         suggests that you expect to generate revenues in the middle of 2005.
         Please revise as appropriate to clarify these contradictory statements.

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         RESPONSE:

         The first paragraph of our Prospectus Summary has been revised to
         indicate that we do not expect to generate revenues until early 2006.

5.       We note your revision in response to prior comment 20 and your
         supplemental response to prior comment 21. We reissue prior comments 20
         and 21 in their entirety. Please revise your Prospectus Summary to
         describe briefly what factors you considered in determining your
         offering price. See Item 505 of Regulation S-B.

         Prior comments are as follows:

         Comment 20:  Please revise to disclose the factors you considered
                      in determining the offering price. Since this is the
                      initial offering of your shares, it is unclear how you or
                      the selling shareholders - individually or in groups of
                      shareholders and/or with the company arrived at the
                      initial offering price of $0.20 per shares. Similarly, it
                      is unclear what privately negotiated factors might lead
                      the selling shareholder to sell shares at a price
                      different than $0.20 per share.

         RESPONSE:

         Our registration statement has been amended to read as follows:

              "DETERMINATION OF OFFERING PRICE

              "Selling shareholders will sell at a price of $.20 per share until
              our shares are quoted on the OTC Bulletin Board and thereafter at
              prevailing market prices or privately negotiated prices. The $0.20
              per share initial offering price of our common stock was
              arbitrarily determined by our board of directors. Our board of
              directors considered several factors in such determination,
              including the following:
              o       Sound Revolution's capital structure;
              o       the last sales price from our most recent private offering
                      of 269,814 shares of our common stock which was completed
                      in July, 2004 at a price of $0.20 per share; and
              o       the background of our management.

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              "Therefore, the $0.20 per share offering price of our shares of
              common stock does not necessarily bear any relationship to
              established valuation criteria and may not be indicative of prices
              that may prevail at any time. The price of our shares of common
              stock is not based on past earnings, nor is the price of the
              shares of our common stock indicative of current market value for
              the assets owned by Sound Revolution. No valuation or appraisal
              has been prepared for Sound Revolution's business. You cannot be
              sure that a public market for any of Sound Revolution's securities
              will develop.

              "We intend to apply to the OTC Bulletin Board for the trading of
              our common stock upon this registration statement becoming
              effective. If our common stock becomes so traded and a market for
              our stock develops, the actual price of our stock will be
              determined by prevailing market prices at the time of sale or by
              private transactions negotiated by the selling stockholders named
              in this prospectus. The offering price would thus be determined by
              market factors and the independent decisions of the selling
              stockholders named in this prospectus.

              "The number of shares that may be actually sold by a selling
              shareholder will be determined by each selling shareholder. The
              selling shareholders are under no obligation to sell all or any
              portion of the shares offered, nor are the selling shareholders
              obligated to sell such shares immediately under this prospectus. A
              shareholder may sell shares at a price different than $0.20 per
              share depending on privately negotiated factors such as a
              shareholder's own cash requirements or objective criteria of value
              such as the market value of Sound Revolution's assets."

         Comment 21:  In addition, please briefly describe in the summary how
                      the offering price was determined.

         RESPONSE:

         The following has been added to the prospectus summary:

              "The $0.20 per share initial offering price of our common stock
              was arbitrarily determined by our board of directors, based on
              several factors including the price of our most recent offering of
              stock which was completed in July, 2004 at a price of $0.20 per
              share."

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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS, PAGE 26
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6.       We note your revisions in response to prior comment 37. Please consider
         providing greater concrete detail regarding the extent to which your
         reported financial information is indicative of future results, as well
         as your discussion and analysis of known trends, demands, commitments,
         events and uncertainties. In this regard consider the guidance in
         Section III.B.3 of the Securities Act Release No. 33-8350 (December 19,
         2003), which is available on our website at
         http://www.sec.gov/rules/interp/33-8350.htm.

         RESPONSE:

         We have added the following discussion under our Management's
         Discussion and Analysis or Plan of Operations:

         "KNOWN MATERIAL TRENDS AND UNCERTAINTIES

         "Sound Revolution intends to continue negotiating with owners of
         digital music rights to obtain digital licensing rights to music. We
         anticipate that these agreements will require us to make an initial
         payment to the digital music rights owner in order to secure the music
         rights. Further, we anticipate that these agreements will require us to
         pay to owners of the music as much as 50% of our net profits as a
         royalty on the sale of their songs. Our goal is to acquire 1,000 songs
         over the next 12 months. If we are successful in concluding music
         licensing agreements for 1,000 songs, we anticipate that the initial
         costs to us will be in the range of $1,000 to $2,000.

         "If we are successful in concluding an agreement with programmers to
         develop our website, charitytunes.com, we anticipate that we shall
         incur software development expenses of approximately $12,000 during the
         next 12 months. Similarly, if we are successful in concluding an
         agreement with programmers to develop our email management software, we
         anticipate additional software development expenses of approximately
         $10,000. If are programming development activities increase as we
         anticipate, then we expect there will be a moderate increase in our
         administrative and accounting costs. All of these factors may have an
         adverse effect on our liquidity during the next