Note Payable	7 Months Ended
Jul. 31, 2012
Note Payable:
Note Payable	4. NOTE PAYABLE On February 22, 2011, the Company entered into an unsecured Line of Credit Agreement (the “Line of Credit”) with Rampoldi, Inc. (the “Rampoldi”) for a Line of Credit totaling $250,000. Pursuant to the terms of the Line of Credit, Rampolidi will provide the Company with cash advances as requested by the Company, in an aggregate amount up to $250,000. The cash advances will bear interest at a rate of 10% per annum beginning on the date the proceeds of each cash advance are delivered to the Company. The Line of Credit does not have a set maturity date, but Rampoldi has the right to request repayment of the cash advances at any time. In the event Rampoldi requests the repayment of a cash advance, the Company has four months in which to repay the outstanding principal and interest due under such cash advance. In the event the Company is unable to fulfill any repayment request within the specified four month period, Rampoldi then has the right to elect to convert every $0.07 of outstanding debt due under the cash advance into one share of the Company’s common stock. The proceeds of the cash advances are intended to be used for operating capital of the Company. As of April 30, 2012, total amounts outstanding under the Line of Credit were $59,449, which includes a principal amount of $56,000 and accrued interest of $3,449. On April 10, 2012, the Company amended its Line of Credit agreement with Rampoldi to reduce the conversion price from $0. to $0.005, for all future advances under this Line of Credit. On April 12, 2012, the Company received an additional $18,000 (included in the total outstanding amount disclosed above, as of April 30, 2012), for which there is a contingent beneficial conversion feature. The related intrinsic value on the commitment date of April 12, 2012, was $0.025, which created a beneficial conversion feature of $90,000. Under ASC 470-20-30, as the amount of the beneficial conversion feature is greater than the amount allocated to the convertible debt, the amount of the discount assigned to the beneficial conversion feature is limited to $18,000. Also, as this is a contingent beneficial conversion feature (the contingency is that the Company has four months to repay the date once demand for payment is made by Rampoldi, prior to conversion being allowed), the amount will not be recognized in earnings until the contingency is resolved. On June 14, 2012, the Board of Directors of the Registrant approved an amendment to the terms of the Line of Credit Agreement to reduce the applicable conversion price for all prior and future amounts received under this Line of Credit, to $0.005 per share. On June 15, 2012, the Company received an additional $18,000 under this Line of Credit. The related contingent beneficial conversion feature of $18,000 was not recognized in earnings due to the contingency. On June 16, 2012, Rampoldi requested repayment of the debt, and simultaneously, the Company agreed to forego the four month grace period for payoff, and allowed Rampoldi to convert the debt outstanding ($74,000) to 14,800,000 shares of common stock. Rampoldi also agreed to forgive the accrued interest to date of $4,149; accordingly, this amount was recorded to additional paid-in capital. All other terms and conditions of the Line of Credit remain unchanged.

Note Payable

7 Months Ended

Jul. 31, 2012

4. NOTE PAYABLE

On February 22, 2011, the Company entered into an unsecured Line of Credit Agreement (the “Line of Credit”) with Rampoldi, Inc. (the “Rampoldi”) for a Line of Credit totaling $250,000. Pursuant to the terms of the Line of Credit, Rampolidi will provide the Company with cash advances as requested by the Company, in an aggregate amount up to $250,000. The cash advances will bear interest at a rate of 10% per annum beginning on the date the proceeds of each cash advance are delivered to the Company. The Line of Credit does not have a set maturity date, but Rampoldi has the right to request repayment of the cash advances at any time. In the event Rampoldi requests the repayment of a cash advance, the Company has four months in which to repay the outstanding principal and interest due under such cash advance. In the event the Company is unable to fulfill any repayment request within the specified four month period, Rampoldi then has the right to elect to convert every $0.07 of outstanding debt due under the cash advance into one share of the Company’s common stock. The proceeds of the cash advances are intended to be used for operating capital of the Company. As of April 30, 2012, total amounts outstanding under the Line of Credit were $59,449, which includes a principal amount of $56,000 and accrued interest of $3,449.

On April 10, 2012, the Company amended its Line of Credit agreement with Rampoldi to reduce the conversion price from $0. to $0.005, for all future advances under this Line of Credit. On April 12, 2012, the Company received an additional $18,000 (included in the total outstanding amount disclosed above, as of April 30, 2012), for which there is a contingent beneficial conversion feature. The related intrinsic value on the commitment date of April 12, 2012, was $0.025, which created a beneficial conversion feature of $90,000. Under ASC 470-20-30, as the amount of the beneficial conversion feature is greater than the amount allocated to the convertible debt, the amount of the discount assigned to the beneficial conversion feature is limited to $18,000. Also, as this is a contingent beneficial conversion feature (the contingency is that the Company has four months to repay the date once demand for payment is made by Rampoldi, prior to conversion being allowed), the amount will not be recognized in earnings until the contingency is resolved.

On June 14, 2012, the Board of Directors of the Registrant approved an amendment to the terms of the Line of Credit Agreement to reduce the applicable conversion price for all prior and future amounts received under this Line of Credit, to $0.005 per share.

On June 15, 2012, the Company received an additional $18,000 under this Line of Credit. The related contingent beneficial conversion feature of $18,000 was not recognized in earnings due to the contingency.

On June 16, 2012, Rampoldi requested repayment of the debt, and simultaneously, the Company agreed to forego the four month grace period for payoff, and allowed Rampoldi to convert the debt outstanding ($74,000) to 14,800,000 shares of common stock. Rampoldi also agreed to forgive the accrued interest to date of $4,149; accordingly, this amount was recorded to additional paid-in capital.

All other terms and conditions of the Line of Credit remain unchanged.

Geopulse Exploration Inc. 10-Q