UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3130, ~~2010~~2011

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission File Number: ~~333~~000-~~137519~~54141

GEOPULSE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)


Nevada		20-2815911
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)
6565 Americas Parkway NE, Suite 200 Albuquerque, NM 87110
(Address of principal executive offices)
(505) 563-5787
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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. [ X ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

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

As of ~~October~~April 3130, ~~2010~~2011 the Issuer had 12136,~~380~~180,000 shares of common stock issued and outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements included herein have been prepared, without audit, in accordance with accounting principles generally accepted in the United States for interim financial information. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the January 31, ~~2010~~2011 audited financial statements and the accompanying notes included in the Company’s Form 10-K filed with the Commission on ~~April~~March 210, ~~2010~~2011. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included, and are of a normal recurring nature.

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GEOPULSE EXPLORATIONS INC.

(A Pre-Exploration ~~or Development~~ Stage Company)

FINANCIAL STATEMENTS

Period Ended

~~October~~April 3130, ~~2010~~2011

	PAGE
BALANCE SHEETS	4
STATEMENTS OF OPERATIONS	5
STATEMENTS OF CASH FLOWS	6-7
NOTES TO THE FINANCIAL STATEMENTS	78-10

- 3 -

GEOPULSE EXPLORATION INC.
(Development Stage Company )
(Pre-Exploration Stage Company)
BALANCE SHEETS
		(UNAUDITED)
		April 30, 2011		January 31, 2011
		October 31,			January 31,
ASSETS
		2010			2010
Current Assets:
ASSETS
Cash	$	19,435	$	4,472
CURRENT ASSETS
Total Current Assets		19,435		4,472
Cash	$	6,983		$	1,174
TOTAL ASSETS	$	19,435	$	4,472
Total Current Assets	$	6,983		$	1,174
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
CURRENT LIABILITIES
Advances - related party	$	1,026	$	1,026
Accounts payable	$	1,425		$	-
Accounts payable and accrued expenses		8,463		3,733
Advances from related parties		1,026			-
Note payable		20,000		-
Total Current Liabilities		2,451			-
TOTAL CURRENT LIABILITIES		29,489		4,759
STOCKHOLDERS’ EQUITY
Commitments and contingencies		-		-
Common stock
Stockholders’ Deficiency:
Authorized 75,000,000 shares at $.001 par value
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 136,180,000 shares issued and outstanding at April 30, 2011 and January 31, 2011, respectively		136,180		136,180
12,380,000 shares issued on Oct 31,- 2,380,000 on Jan 31, 2010		1 2,380			2,380
Additional paid in capital		(5,308)		(5,308)
Capital in excess of par value		118,492			108,519
Deficit accumulated during the Pre-Exploration Stage		(140,926)		(131,159)
Accumulated deficit during development stage		(126,340)			(109,725)
TOTAL STOCKHOLDERS’ DEFICIENCY		(10,054)		(287)
Total Stockholders’ Equity		4,532			1,174
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	19,435	$	4,472
	$	6,983		$	1,174
The accompanying notes are an integral part of these financial statements

-The 4accompanying -notes are an integral part of these financial statements

GEOPULSE EXPLORATION INC.
( Development Stage Company )
STATEMENT OF OPERATIONS
For the Three and Nine Months Ended October 31, 2010 and 2009 and the Period
August 13, 2004 (date of inception) to October 31, 2010
(UNAUDITED)
										Aug. 13, 2004
										(Inception) to
		Oct. 31,		Oct. 31,		Oct. 31,		Oct. 31,		Oct. 31,
		2010		2009		2010		2009		2010
REVENUES	$	-	$	-	$	-	$	-	$	-
EXPENSES
Administrative		4,016		798		16,615		8,333		126,340
NET LOSS	$	(4,016)	$	(798)	$	(16,615)	$	(8,333)	$	(126,340)
NET LOSS PER COMMON SHARE
Basic and diluted	$	-	$	-	$	-	$	-
WEIGHTED AVERAGE OUTSTANDING SHARES - stated in 1,000's
Basic and diluted		6,838		2,380		12,380		2,380
The accompanying notes are an integral part of these financial statements

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GEOPULSE EXPLORATION INC.
(Pre-Exploration Stage Company)
STATEMENTS OF OPERATIONS

		For the three months ended				From Inception (August 13, 2004) to
		April 30, 2011		April 30, 2010		April 30, 2011

Revenues	$	-	$	-	$	-

Expenses
General and administrative		9,433		7,550		140,592
Net Loss from Operations		(9,433)		(7,550)		(140,592)

Other Expenses
Interest Expense		(334)		-		(334)

Net Loss		(9,767)		(7,550)		(140,926)

Weighted average number of shares outstanding - basic and diluted		136,180,000		26,180,000

Net loss per share - basic and diluted	$	(0.00)	$	(0.00)

GEOPULSE EXPLORATION INC.
( Development Stage Company )
STATEMENT OF CASH FLOWS
For the Nine Months Ended October 31, 2010 and 2009 and the Period
August 13, 2004 (date of inception) to October 31, 2010
(UNAUDITED)
						Inception to
		Oct. 31,		Oct. 31,		Oct. 31,
		2010		2009		2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(16,615)	$	(8,333)	$	(126,340)
Adjustments to reconcile net loss to net cash provided by operating activities
Change in accounts payable		1,425		3,427		1,425
Net Cash Flows Used in Operations		(15,190)		(4,906)		(124,915)
CASH FLOWS FROM INVESTING ACTIVITIES		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Contributions to capital - related parties		-		4,053		67,899
Advances from related parties		1,026		-		1,026
Proceeds from issuance of capital stock		19,973		-		62,973
Net Change in Cash		5,809		(853)		6,983
Cash at Beginning of Period		1,174		2,082		-
Cash at End of Period	$	6,983	$	1,229	$	6,983
The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

~~- 6 -~~5


GEOPULSE EXPLORATION INC.
(Pre-Exploration Stage Company)
STATEMENTS OF CASH FLOWS

		For the three months ended				From Inception (August 13, 2004) to
		April 30, 2011		April 30, 2010		April 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,767)	$	(7,550)	$	(140,926)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		4,730		5,625		8,463
Net cash (used in) provided by operating activities		(5,037)		(1,925)		(132,463)

CASH FLOWS FROM INVESTING ACTIVITIES:		-		-		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		-		-		62,973
Proceeds from note payable		20,000		-		20,000
Advances from related parties		-		1,026		68,925
Net cash provided by financing activities		20,000		1,026		151,898
						-
CHANGE IN CASH		14,963		(899)		19,435

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		4,472		1,174		-
						-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	19,435	$	275	$	19,435
						-
Supplemental disclosures of cash flow information:						-
Cash paid for income taxes	$	-	$	-	$	-
Cash paid for interest expense	$	-	$	-	$	-

Supplemental disclosure of non cash financing activities:
Payment of Company debt by officers and directors	$	-	$	-	$	67,899

The accompanying notes are an integral part of these financial statements

GEOPULSE EXPLORATION INC.

(Pre-Exploration ~~Development~~ Stage Company )

NOTES TO FINANCIAL STATEMENTS

~~October~~April 3130, ~~2010~~2011

ORGANIZATION

The Company was incorporated under the laws of the state of Nevada on August 13, 2004 ~~with authorized common stock of 75,000,000 at $~~.~~001~~ ~~par value.~~

The Company was organized for the purpose of acquiring and developing mineral claims. At ~~the~~During ~~report~~fiscal ~~date~~year ~~mineral~~2011, ~~claims~~the ~~had~~Company’s ~~been~~previous ~~acquired,~~mining ~~however~~claims lapsed, ~~they have expired~~ and the Company ~~does~~shifted ~~not~~its ~~intend~~business model to ~~pursue~~look ~~further~~for ~~mineral~~merger ~~claims~~possibilities, ~~activity~~ and isthus ~~currently~~entered ~~looking~~the ~~for~~Development ~~other~~Stage. ~~business~~Subsequent ~~opportunities. The~~to January 31, 2011, the Company acquired two mining claims, and is now considered to be ina ~~the~~pre-exploration ~~development~~ stage company.

The Company intends to facilitate a merger or other transaction which will change the Company’s business model and strategy.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting ~~Methods~~Method

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

On ~~October~~April 3130, ~~2010~~2011, the Company had a net operating loss ~~available for~~ carryforward of $~~126~~ 140,~~340~~926. The income tax benefit of approximately $ 3749,~~900~~000 ~~from the carryforward~~ has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful ~~since the Company has not started full operations~~. The net operating loss will begin to expire in 2024.

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GEOPULSE EXPLORATION INC.

( Development Stage Company )

NOTES TO FINANCIAL STATEMENTS - continued

October 31, 2010

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Foreign Currency Translations

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized. The reporting and functional currency is ~~considered to be~~ US dollars.

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.

Unproven Mining Claim Costs

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of future costs cannot be made.

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GEOPULSE EXPLORATION INC.

( Development Stage Company )

NOTES TO FINANCIAL STATEMENTS - continued

October 31, 2010

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights. ~~unless~~The ~~the~~Company ~~exercise~~has ~~becomes~~no ~~antidilutive~~outstanding ~~and~~options, ~~then~~warrants ~~only~~or ~~the~~other ~~basic~~convertible ~~per~~instruments ~~share~~that ~~amounts~~could ~~are~~affect ~~shown~~the incalculated ~~the~~number ~~report~~of shares.

~~Reclassification~~Reclassifications

Certain prior period amounts have been reclassified to conform ~~with~~to current period presentation.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. ~~CAPITAL~~NOTE ~~STOCK~~PAYABLE

~~During~~The ~~2005~~Company ~~and~~completed ~~2006~~a ~~the~~line ~~Company~~of ~~issued~~credit 1agreement to borrow up to $250,~~900,~~000. ~~common~~The ~~shares~~terms of the agreement provide for $10% ~~19,000~~interest ~~and~~to ~~480~~be accrued from the date of any amounts received with repayment of any amount requested due within four months of the request. If the Company is unable to repay the loan within the four month timeframe,~~000~~ ~~common~~the ~~shares~~lender ~~for~~will be allowed to exchange every $~~24,000~~.07 ~~During~~of ~~May~~debt ~~2010~~into one common share of the Company ~~issued~~stock 10at the election of the lender. As of April 30,~~000~~ 2011,~~000~~ ~~common~~the ~~shares~~Company ~~for~~has received $1920,~~973~~000 on this line of credit and has accrued interest payable of $334.

~~4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES~~8

~~Officers-directors have acquired 84% of the outstanding common stock and during 2009 paid debt due by the Company of $67,899 and have made no interest advances to the Company of $1,026~~4. CAPITAL STOCK

OnDuring ~~February~~2005 1,and ~~2010,~~2006 ~~Joseph Meuse was appointed to~~ the ~~Board of Directors as well as President of the~~ Company~~. On~~ ~~the~~issued ~~same date~~20,900,000 ~~Zhipeng~~common ~~Cai~~shares ~~resigned~~for ~~from~~$19,000 ~~all~~and ~~positions~~5,280,000 ~~held~~common inshares ~~the~~for ~~Company~~$24,000.

On ~~February~~May 124, 2010, ~~Massimiliano Farneti was appointed to~~ the ~~Board of Directors as well as President of the~~ Company~~. On~~ ~~February~~issued 8110, ~~2010~~000,000 ~~Joseph~~common ~~Meuse~~shares ~~resigned~~to asits ~~President~~CEO ~~and~~for ~~Director~~cash of ~~the Company~~$19,973.

-On 9June -7, 2010, the Company increased the number of its authorized common shares of stock to 1,000,000,000 shares.

~~GEOPULSE EXPLORATION INC~~On December 13, 2010, the Company approved an 11 for 1 forward stock split. All share references in these financial statements have been retroactively adjusted for this stock split.

~~( Development~~5. ~~Stage~~SIGNIFICANT ~~Company~~TRANSACTIONS )WITH RELATED PARTIES

~~NOTES~~The TOChief ~~FINANCIAL~~Executive ~~STATEMENTS~~Officer of the Company has acquired 91% of the Company’s outstanding common stock, and has made advances to the Company of $1,026. These advances are non-interest ~~continued~~bearing and payable on demand.

~~October~~Previous ~~31,~~officers ~~2010~~and directors have paid Company debt of $67,899.

56. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through short term loans from an officer-director, and additional equity investment, which will enable the Company to continue operations for the coming year.

~~6. SUBSEQUENT EVENTS~~9

Subsequent events have been evaluated through November 12, 2010.

- 10 -

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Background

Geopulse Exploration, Inc. was incorporated on August 13, 2004 under the laws of the state of Nevada. We previously owned one mineral claim known as the CATH 1 Claim, located in British Columbia, Canada. From the date of our incorporation to the present, we have not received any revenues from operations and we have been dependent upon obtaining financing to pursue exploration activities. However, we were unable to obtain the necessary financing to pursue exploration activities, and as of October 17, 2008, the CATH 1 Claim expired and we elected not to renew it.

As reported in a Current Report on Form 8-K dated February 22, 2011, on February 22, 2011, the the Director of the State of Utah School and Institutional Trust Lands Administration officially approved the Registrant’s Applications for two metalliferous mineral leases. Lease Application 1 covers a 640 acre parcel of land located in Section 16, Township T30S, Range25E, SLB Meridian located in San Juan County, Utah. Lease Application 2 covers a 340 acre parcel of land located in Section 16, Township 29 South, Range 26, East, SLB Meridian located in San Juan County, Utah. The properties were acquired by the Registrant to expand their asset base and further future possible exploration work.

Metalliferous mineral properties are leased for a 10-year term by competitive filing with the State of Utah, School and Institutional Trust Lands Administration. Minimum annual rental, regardless of acreage is $500.00 or $1.00 per acre, whichever is larger. The metalliferous mineral leases carry a royalty rate of eight (8%) for fissionable metalliferous minerals and four (4%) for non-fissionable metalliferous minerals.

Plan of Operation

~~Geopulse~~We ~~Exploration,~~have ~~Inc.~~not ~~was~~commenced ~~incorporated~~the onexploration ~~August~~stage ~~13,~~of ~~2004~~our ~~under~~business ~~the~~and ~~laws~~can ofprovide ~~the~~no ~~state~~assurance ofthat ~~Nevada.~~we Wewill ~~are~~discover aeconomic ~~development~~mineralization ~~stage~~on ~~company~~our ~~and~~properties, or if such minerals are ~~currently~~discovered, ~~seeking~~that ~~business~~we ~~opportunities~~will enter into commercial production.

WeFor ~~previously~~the ~~owned~~fiscal year ending January 31, 2012, our plan of operation is to seek to commence phase one of an exploration program on one or both of our mineral ~~claim~~leases. Phase ~~known~~one asof the ~~CATH~~exploration 1program ~~Claim,~~is ~~located~~expected into ~~British~~consist ~~Columbia~~of mapping, ~~Canada~~prospecting and geochemical sampling of the properties. ~~Our~~Following ~~plan~~completion of ~~operations~~the ~~had~~phase ~~been~~one exploration program we will review the results and any recommendations provided by the consulting geologist and make a determination as to ~~pursue~~whether to proceed with a second phase of exploration. If ~~activities~~it onis determined that the ~~CATH~~results 1from ~~Claim~~the ~~with~~first phase of exploration justify a ~~view~~second phase, it will also be necessary to ~~exploiting~~make ~~any~~a ~~mineral~~decision ~~deposits~~regarding ~~that~~the wenature ~~discover~~and ~~which~~extent ~~demonstrate~~of ~~economic~~phase ~~feasibility~~two of the exploration program and to establish a budget for the second phase.

~~From~~Before ~~the~~proceeding ~~date~~with commencement of ~~our~~the ~~incorporation~~proposed phase one exploration program, we intend to obtain an estimate for the ~~present~~cost of completion of such an exploration program. As of April 30, 2011, we have ~~not~~approximately ~~received~~$19,435 ~~any~~of ~~revenues~~cash ~~from~~on ~~operations~~hand. However, ~~and~~ we ~~have~~believe ~~been~~these ~~dependent~~funds ~~upon~~will ~~obtaining~~be ~~financing~~needed to ~~pursue~~pay ~~exploration~~basic ~~activities. We~~operating ~~have~~costs ~~been~~and ~~unable~~costs toassociated ~~obtain~~with ~~the~~preparation ~~necessary~~and ~~financing. As~~filing of ~~October~~required ~~17,~~periodic ~~2008~~reports. Therefore, ~~the~~before ~~CATH~~proceeding 1with ~~Claim~~commencement ~~expired~~of ~~and~~the ~~because~~proposed ofphase ~~insufficient~~one ~~funds~~exploration program, we ~~elected~~anticipate ~~not~~that we will also need to ~~renew~~obtain itsufficient additional financing to cover the associated costs.

As disclosed on Form 8-K filed with the Securities and Exchange Commission on February 3, 2010, on February 1, 2010, there was a change of control of the Registrant, and also a change in management of the Registrant.

As a result of expiration of the CATH I claim and the subsequent change of control of the Registrant, we now intend to explore other potential business opportunities. Our plan of operations for the next 12 months is to maintain our status as a fully reporting company with the SEC by filing all required reports under the Securities Exchange Act of 1934, and to seek business opportunities through a combination transaction with an operating business.

- 11 -

As of the date of this report on Form 10-Q, we have had preliminary discussions with third parties regarding completion of a business combination transaction. But, we have not entered into any contractual agreements for completion of a business combination transaction, and there is no assurance that we will be able to locate a suitable acquisition candidate and obtain the financing which may be necessary to complete a business combination transaction. Accordingly, there is no assurance that we will be able to complete a business combination transaction.

We do not intend to limit our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Liquidity and Capital Resources

As of ~~October~~April 3130, ~~2010~~2011, the Company is in the ~~development stage.~~pre-exploration ~~As of October 31, 2010, the Company~~It’s balance sheet reflects total assets of $619,~~983~~435, all in the form of cash, and total current liabilities of $229,~~451~~489. We currently have a deficit accumulated in the pre-exploration ~~or development~~ stage of $(~~126~~140,~~340~~926).

~~Our~~As ~~cash~~reported ~~reserves~~in ~~are~~a ~~not~~Current ~~sufficient~~Report toon ~~meet~~Form ~~our~~8-K ~~financial~~dated ~~obligations~~February ~~for~~22, ~~the~~2011, ~~next~~on ~~twelve-month~~February ~~period. As~~22, ~~a result~~2011, weCompany ~~will~~entered ~~need~~into toan ~~seek~~unsecured ~~additional~~Line ~~funding~~of inCredit Agreement (the ~~near~~“Line ~~future. We~~of ~~currently~~Credit”) dowith ~~not~~Rampoldi, ~~have~~Inc. (the “Rampoldi”) for a ~~specific~~Line ~~plan~~of Credit totaling $250,000. Pursuant to the terms of ~~how~~the weLine of Credit, Rampolidi will ~~obtain~~provide ~~such~~the ~~funding;~~Company ~~however~~with cash advances as requested by the Company, wein ~~anticipate~~an ~~that~~aggregate ~~additional~~amount ~~funding~~up to $250,000. The cash advances will ~~either~~bear beinterest inat ~~the~~a ~~form~~rate of ~~equity~~10% ~~financing~~per ~~from~~annum beginning on the ~~sale~~date the proceeds of ~~our~~each ~~common~~cash ~~stock~~advance orare ~~short-term~~delivered ~~loans~~to ~~from~~the ~~our~~Registrant. The ~~directors~~Line orof ~~shareholders,~~Credit ~~although~~does nonot ~~such~~have ~~arrangement~~a set maturity date, but Rampoldi has ~~been~~the ~~made~~right to request repayment of the cash advances at anytime. AtIn ~~this~~the ~~time,~~event weRampoldi ~~cannot~~requests ~~provide~~the ~~investors~~repayment ~~with~~of ~~any~~a ~~assurance~~cash ~~that~~advance, wethe ~~will~~Company behas ~~able~~four tomonths ~~raise~~in ~~sufficient~~which ~~funding~~to ~~from~~repay the ~~sale~~outstanding ofprincipal ~~our~~and ~~common~~interest ~~stock~~due orunder ~~through~~such acash ~~loan~~advance. In ~~from~~the ~~our~~event ~~directors~~the Company is unable to ~~meet~~fulfill ~~our~~any ~~obligations~~repayment ~~over~~request within the ~~next~~specified ~~twelve~~four ~~months~~month period, Rampoldi then has the right to elect to convert every $0. We07 doof ~~not~~outstanding ~~have~~debt ~~any~~due ~~arrangements~~under inthe ~~place~~cash ~~for~~advance ~~any~~into ~~future~~one ~~equity~~share ~~financing~~of the Company’s common stock.

The proceeds of the cash advances are intended to be used for operating capital of the Company.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

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Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. Our principal executive officer and principal financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the period ended ~~July~~April 3130, ~~2010~~2011, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 1A.

RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

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ITEM 4.

(REMOVED AND RESERVED).

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GEOPULSE EXPLORATION INC.

/S/ Massimiliano Farneti

Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer

Date: ~~November~~June 166, ~~2010~~2011

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Filing Compare · Geopulse Exploration Inc.