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

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SOUND REVOLUTION INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation	(IRS Employer Identification No.)
or organization)

345 West 11^th Avenue, Unit 4
Vancouver, BC, V5Y 1T3
(Address of principal executive offices) (Zip Code)

(604) 780-3914
Issuer's telephone number)

2005 Non-Qualified Stock Compensation Plan
(Full title of the plan)

Penny Green
Bacchus Law Group
1511 West 40^th Avenue
Vancouver, BC, V6M 1V7
(Name and address of agent for service)

(604) 732-4804
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
TITLE OF	AMOUNT		PROPOSED		PROPOSED		AMOUNT OF
SECURITIES TO BE	OF SHARES		MAXIMUM		MAXIMUM		REGISTRATION FEE
REGISTERED	TO BE		OFFERING		AGGREGATE
	REGISTERED		PRICE PER		OFFERING
			SHARE		PRICE (1)
$.0001 par value common stock	5,000,000	$	0.225 (1)	$	1,125,000	$	132.41
TOTALS	5,000,000			$	1,125,000	$	132.41

(1)      This calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457(c) under the Securities Act of 1933, as amended, and is calculated on the basis of the average of the bid and asked price per share of the common stock listed on the OTC Bulletin Board as of June 15, 2005, a date within five business days prior to the filing of this registration statement.

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PROSPECTUS

SOUND REVOLUTION INC.

5,000,000 Shares of Common Stock

This prospectus relates to the offer and sale by Sound Revolution Inc. (“Sound Revolution”), a Delaware corporation, of shares of its $.0001 par value per share common stock under the Company’s 2005 Non-Qualified Stock Compensation Plan (the "Stock Plan"). Pursuant to the Stock Plan, Sound Revolution is registering hereunder and then issuing, upon receipt of adequate consideration therefore, to the persons covered by the Stock Plan, 5,000,000 shares of common stock.

The common stock is not subject to any restriction on transferability. Recipients of shares other than persons who are "affiliates" of Sound Revolution within the meaning of the Securities Act of 1933 (the "Act") may sell all or part of the shares in any way permitted by law, including sales in the over-the-counter market at prices prevailing at the time of such sale. Sound Revolution is registering no shares hereunder for affiliates of the company. An affiliate is summarily, any director, executive officer or controlling shareholder of Sound Revolution or its subsidiary. The common stock is traded on the OTC Bulletin Board under the symbol "SRVN".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is June 16, 2005.

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This prospectus is part of a registration statement which was filed and became effective under the Act, and does not contain all of the information set forth in the registration statement, certain portions of which have been omitted pursuant to the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Act. The statements in this prospectus as to the contents of any contracts or other documents filed as an exhibit to either the registration statement or other filings by Sound Revolution with the Commission are qualified in their entirety by the reference thereto.

A copy of any document or part thereof incorporated by reference in this prospectus but not delivered herewith will be furnished without charge upon written or oral request. Requests should be addressed to: Sound Revolution Inc., 345 West 11^th Avenue, Unit 4, Vancouver, BC V5Y 1T3. Sound Revolution's telephone number is (604) 780-3914.

Sound Revolution is subject to the reporting requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. These reports, as well as information statements and other information filed by Sound Revolution under the Exchange Act may be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W. Washington D.C. 20549.

No person has been authorized to give any information or to make any representation, other than those contained in this prospectus, and, if given or made, such other information or representation must not be relied upon as having been authorized by Sound Revolution. This prospectus does not constitute an offer or a solicitation by anyone in any state in which such is not authorized or in which the person making such is not qualified or to any person to whom it is unlawful to make an offer or solicitation.

Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has not been a change in the affairs of Sound Revolution since the date hereof.

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TABLE OF CONTENTS
		Page
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.	Plan Information	6
Item 2.	Registrant Information and Employee Plan Annual Information	7
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference	8
Item 4.	Description of Securities	8
Item 5.	Interests of Named Experts and Counsel	8
Item 6.	Indemnification of Officers, Directors, Employees and Agents; Insurance	9
Item 7.	Exemption from Registration Claimed	10
Item 8.	Exhibits	10
Item 9.	Undertakings	11
SIGNATURES		12
EXHIBIT INDEX		13

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PART 1

INFORMATION REQUIRED IN THE SECTION 10(a)

PROSPECTUS

ITEM 1. THE PLAN INFORMATION.

THE COMPANY

Sound Revolution Inc. (“Sound Revolution”) has its principal executive offices at 345 West 11^th Avenue, Unit 4, Vancouver, BC V5Y 1T3. Sound Revolution's telephone number is (604) 780-3914.

PURPOSE

Sound Revolution will issue common stock to certain persons pursuant the 2005 Non-Qualified Stock Compensation Plan (the “Stock Plan”), which has been approved by the Board of Directors of Sound Revolution. The Stock Plan is intended to provide a method whereby Sound Revolution may be stimulated by the personal involvement of the persons covered by the Stock Plan in Sound Revolution’s future prosperity, thereby advancing the interests of Sound Revolution, and all of its shareholders. A copy of the Stock Plan has been filed as an exhibit to this registration statement.

COMMON STOCK

The Board has authorized the issuance of up to 5,000,000 shares of the common stock of Sound Revolution pursuant to the Stock Plan upon effectiveness of this registration statement (the “Shares”).

NO RESTRICTIONS ON TRANSFER

The recipients of the Shares will become the record and beneficial owners of the Shares upon issuance and delivery and are entitled to all of the rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the Stock.

TAX TREATMENT TO THE RECIPIENTS

The Stock is not qualified under Section 401(a) of the Internal Revenue Code. The recipients, therefore, will be required for federal income tax purposes to recognize compensation during the taxable year of issuance unless the shares are subject to a substantial risk of forfeiture. Accordingly, absent a specific contractual provision to the contrary, the recipients will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since there will be no substantial risk of forfeiture or other restrictions on transfer. The recipients are urged to consult each of their tax advisors on this matter.

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TAX TREATMENT TO THE COMPANY

The amount of income recognized by any recipient hereunder in accordance with the foregoing discussion will be a tax deductible expense by Sound Revolution for federal income tax purposes in the taxable year of Sound Revolution during which the recipient recognizes income.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I, Items 1 and 2, will be delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated under the Securities Act of 1933. The participants shall be provided a written statement notifying them that upon written or oral request they will be provided, without charge, (i) the documents incorporated by reference in Item 3 of Part II of the registration statement, and (ii) other documents required to be delivered pursuant to Rule 428(b). The statement will inform the participants that these documents are incorporated by reference in the Section 10(a) prospectus, and shall include the address (giving title or department) and telephone number to which the request is to be directed.

A copy of any document or part hereof incorporated by reference in this registration Statement but not delivered with this Prospectus or any document required to be delivered pursuant to Rule 428(b) under the Securities Act will be furnished without charge upon written or oral request. Requests should be addressed to Penny Green, Chief Executive Officer at 345 West 11^th Avenue, Unit 4, Vancouver, BC, Canada V5Y 1T3, telephone number (604) 780-3914.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the SEC by Sound Revolution, are incorporated herein by reference:

(1)	Sound Revolution's latest Annual Report on Form 10-KSB for the fiscal year ended February 28, 2005, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
(2)	All reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Annual Report on Form 10-KSB referred to in subparagraph (a) above; and
(3)	All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to filing of a post- effective amendment which indicate that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

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ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE.

Section 102 of the Delaware General Corporation Law ("DGCL") as amended allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the registrant) by reason of the fact that the person is or was a director, officer, agent or employee of the registrant or is or was serving at our request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or not opposed to the best interest, of the registrant, and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the registrant as well but only to the extent of defense expenses (including attorneys' fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his duties to the registrant, unless the court believes that in light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

Our Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

• for any breach of the director's duty of loyalty to the registrant or its stockholders;
• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
• under section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; or for any transaction from which the director derived an improper personal benefit.

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These provisions are permitted under Delaware law.

Our Bylaws provide that:

• we may indemnify our directors and officers to the fullest extent permitted by Delaware law;
• we may indemnify our other employees and agents to the same extent that we indemnified our officers and directors, unless otherwise determined by our Board of Directors; and
• we may advance expenses, as incurred, to our directors and executive officers in connection with a legal proceeding to the fullest extent permitted by Delaware law.

The indemnification provisions contained in our Certificate of Incorporation and Bylaws are not exclusive of any other rights to which a person may be entitled by law, agreement, vote of stockholders or disinterested directors or otherwise.

Sound Revolution has not currently made any arrangements regarding insurance but may do so in the future.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

(a) The following exhibits are filed as part of this registration statement pursuant to Item 601 of the Regulation S-K and are specifically incorporated herein by this reference:

Exhibit No	Title
5.1	Legal opinion and Consent of Dennis Brovarone, Attorney

10.1	2005 Non Qualified Stock Compensation Plan
23.1	Consent of Peterson Sullivan, Certified Public Accountants

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ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
	(i)	include any prospectus required by Section 10(a)(3) of the Securities Act;
	(ii)	reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement;
	(iii)	include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraph is incorporated by reference from periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)	That, for the purpose of determining any liability pursuant to the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information require to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

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(5)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of registrant pursuant to the foregoing provisions, or otherwise, registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by registrant of expenses incurred or paid by a director, officer or controlling person of registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant's annual report pursuant to Section 13(a) of the Securities Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Vancouver, Province of British Columbia, on June 16, 2005.

SOUND REVOLUTION INC. (Registrant)

By:	/s/ Penny Green
	Penny Green, President, Chief
	Executive Officer, Chief Financial
	Officer, Secretary, Chair

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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SIGNATURES	TITLE	DATE
	President, Chief Executive	June 16, 2005
/s/ Penny Green	Officer, Chief Financial
	Officer, Secretary, Chair
Penny Green
/s/ Susanne Milka	Director
		June 16, 2005
Susanne Milka

INDEX TO EXHIBITS
Exhibit No	Title
5.1	Legal opinion and Consent of Dennis Brovarone, Attorney
10.1	2005 Non Qualified Stock Compensation Plan
23.1	Consent of Peterson Sullivan, Certified Public Accountants

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