================================================================================


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                     AMENDMENT #4 - SEC FILE NO.: 333-137519


                            GEOPULSE EXPLORATION INC.
                           ---------------------------
             (Exact name of Registrant as specified in its charter)

     NEVADA                          1000                     Applied For
-----------------   ---------------------------------     --------------------
(State or other    Standard Industrial Classification        IRS Employer
jurisdiction of                                           Identification Number
incorporation or
organization)

GEOPULSE EXPLORATION INC.
Tim Sun, President
1055 West Hastings Street, Suite 1980
Vancouver, British Columbia
Canada                                                 V6E 2E9
------------------------------                       -----------
(Name and address of principal                       (Zip Code)
executive offices)

Registrant's telephone and fax number,
including area code:                    Telephone:        (778) 318-4988
                                        Fax:              (604) 688-8030
                                                          --------------

EMPIRE STOCK TRANSFER INC.
2470 St. Rose Parkway, Suite 304
Henderson, Nevada,
Telephone: (702) 818-5898                    89128
-----------------------------------        ---------
(Name, address and telephone number       (Zip Code)
of agent for service)

Approximate date of commencement of
Proposed sale to the public:          as soon as practicable after the effective
                                      date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. |__|



If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |__|

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |__|

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following. |__|




                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
TITLE OF      AMOUNT TO          PROPOSED      PROPOSED           AMOUNT OF
EACH CLASS    BE                 MAXIMUM       MAXIMUM            REGISTRATION
OF            REGISTERED         OFFERING      AGGREGATE          FEE (2)
SECURITIES                       PRICE PER     OFFERING
TO BE                            SHARE (1)     PRICE (2)
REGISTERED
--------------------------------------------------------------------------------
Common Stock  1,680,000 shares   $0.05         $84,000            $8.99
--------------------------------------------------------------------------------

(1) Based on the last sales price on January 20, 2006.
(2) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.


SUBJECT TO COMPLETION, May 29, 2007

Agent for service of process:       Empire Stock Transfer Inc.
                                    2470 St. Rose Parkway, Suite 304
                                    Henderson, NV 89074





                                   PROSPECTUS
                            GEOPULSE EXPLORATION INC.
                                1,680,000 SHARES
                                  COMMON STOCK
                                ----------------
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.
                                ----------------

The purchase of the securities  offered through this prospectus  involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS ON PAGES 7-10

THE  INFORMATION IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY
NOT SELL  THESE  SECURITIES  UNTIL THE  REGISTRATION  STATEMENT  FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO  SELL  THESE  SECURITIES  AND IT IS NOT  SOLICITING  AN  OFFER  TO BUY  THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The  selling  shareholders  will sell our  shares  at $0.05 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately  negotiated  prices.  There is no guarantee  that our common
stock will be quoted for trading on the OTC Bulletin  Board.  We determined this
offering  price  based  upon the price of the last sale of our  common  stock to
investors.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                ----------------

               The Date of This Prospectus Is: May 29, 2007






                                Table Of Contents
                                                               PAGE
Summary .......................................................  5
Risk Factors ..................................................  6
  -  If we do not obtain additional financing, our business
     will fail ................................................  6
  -  Because we have not commenced business operations, we face
     a high risk of business failure ..........................  7
  -  Because of the speculative nature of exploration of mining
     properties, there is substantial risk that our business
     will fail ................................................  7
  -  We need to continue as a going concern if our business is
     to succeed.  Our independent auditor has raised doubt about
     our ability to continue as a going concern................  7
  -  Because of the inherent dangers involved in mineral
     exploration, there is a risk that we may incur liability or
     damages as we conduct our business .......................  8
  -  Even if we discover commercial reserves of precious metals
     on the CATHI 1 claim, we may not be able to
     successfully commence commercial production ..............  8
  -  Because our president and secretary  have other business
     interests,  they may not be able or  willing to devote a
     sufficient  amount of time to our business operations,
     causing our business to fail..............................  8
  -  Because our management has only limited experience in
     mineral exploration, our business has a higher risk of
     failure...................................................  8
  -  If a market for our common stock does not develop,
     shareholders may be unable to sell their shares .........   8
  -  A purchaser is purchasing penny stock which limits the
     sell the ability to stock ................................  8
Forward-Looking Statements.....................................  9
Use of Proceeds ...............................................  9
Determination of Offering Price ...............................  9
Dilution ......................................................  9
Selling Shareholders ..........................................  9
Plan of Distribution .......................................... 12
Legal Proceedings ............................................. 16
Directors, Executive Officers, Promoters and Control Persons..  16
Security Ownership of Certain Beneficial Owners and Management  17
Description of Securities ..................................... 18
Interest of Named Experts and Counsel ......................... 19
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities .................................... 19
Organization Within Last Five Years ........................... 20
Description of Business ....................................... 20
Plan of Operations ............................................ 25
Description of Property ....................................... 26
Certain Relationships and Related Transactions ................ 26
Market for Common Equity and Related Stockholder Matters ...... 27
Executive Compensation ........................................ 28
Financial Statements .......................................... 29
Changes in and Disagreements with Accountants ................. 40



                                     Summary

Prospective investors are urged to read this prospectus in its entirety.

We intend to be in the business of mineral  property  exploration.  To date,  we
have not conducted any  exploration  on our sole mineral  property,  the CATHI 1
claim, located in British Columbia,  Canada. We own a 100% interest in the CATHI
1 mineral claim. We purchased this claim from Albert Ablett of Kamloops, British
Columbia for a cash payment of $5,000.

Our objective is to conduct mineral exploration  activities on the CATHI 1 claim
in order to assess whether it possesses  economic  reserves of gold,  silver and
molybdenum.  We have  not yet  identified  any  economic  mineralization  on the
property. Our proposed exploration program is designed to search for an economic
mineral deposit.

There is currently no public market for our common stock and no certainty that a
market will develop.  If no market is ever developed for our shares,  it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.

We were  incorporated  on August 13, 2004 under the laws of the state of Nevada.
Our  principal  offices are located at 1055 West  Hastings  Street,  Suite 1980,
Vancouver, British Columbia, Canada. Our telephone number is (778)318-4988.

The Offering:

Securities Being Offered           Up to 1,680,000 shares of common stock.

Offering Price                     The selling shareholders will sell our shares
                                   at  $0.05  per  share until  our  shares  are
                                   quoted   on  the   OTC   Bulletin  Board, and
                                   thereafter at  prevailing  market  prices  or
                                   privately  negotiated  prices. There  is   no
                                   guarantee  that  our  common  stock  will  be
                                   quoted for trading on the OTC Bulletin Board.
                                   We determined this offering  price based upon
                                   the  price  of  the  last  sale of our common
                                   stock to investors.

Terms of the Offering              The selling shareholders will determine  when
                                   and how  they  will  sell  the  common  stock
                                   offered in this prospectus.

Termination of the Offering        The offering will conclude when  all  of  the
                                   1,680,000 shares of common  stock  have  been
                                   sold,  the  shares  no  longer   need  to  be
                                   registered  to  be  sold  or  we   decide  to
                                   terminate the registration of the shares.

Securities Issued and to be Issued 2,380,000 shares  of  our  common  stock  are
                                   issued  and  outstanding  as  of  the date of
                                   this prospectus. All of the common  stock  to
                                   be sold under this prospectus will be sold by
                                   existing shareholders.

                                       5



Use of Proceeds                    We will not receive  any  proceeds  from  the
                                   sale  of  the common  stock  by  the  selling
                                   shareholders.

Summary Financial Information


Balance Sheet                     January 31, 2007       January 31, 2006
                                    (audited)                (audited)

Cash                               $25,290                      $41,821
Total Assets                       $25,290                      $41,821
Liabilities                        $   945                      $
6,500
Total Stockholders' Equity         $24,345                      $35,321

Statement of Loss and Deficit

From Incorporation on August 13, 2004 (inception) to January 31, 2007 (audited)


Revenue                                 $          0
Net Loss                                   ($18,655)


Risk Factors

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
prospectus  before  investing in our common stock. If any of the following risks
occur,  our  business,  operating  results  and  financial  condition  could  be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current  operating  funds are less than  necessary  to complete all intended
exploration  of the  CATHI  1  claim,  and  therefore  we will  need  to  obtain
additional financing in order to complete our business plan. We currently do not
have any  operations  and we have no income.  As well,  we will not  receive any
funds from this registration.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration of the CATHI 1 claim.  While we have sufficient funds to conduct the
proposed initial phase of exploration on the property, estimated to cost $7,400,
we will require additional  financing in order to determine whether the property
contains   economic   mineralization.   Even  after   completing   all  proposed
exploration, we will not know if we have a commercially viable mineral deposit.

We will require  additional  financing to sustain our business  operations if we
are not successful in earning revenues once  exploration is complete.  We do not
currently have any  arrangements  for financing and may not be able to find such
financing  if required.  Obtaining  additional  financing  would be subject to a
number of factors, including the market price for metals and investor acceptance
of our  property  and  general  market  conditions.  These  factors may make the
timing, amount, terms or conditions of additional financing unavailable to us.

                                       6



The most likely source of future funds presently  available to us is through the
sale of equity  capital.  Any sale of share  capital  will result in dilution to
existing shareholders.  The only other anticipated alternative for the financing
of further  exploration  would be our sale of a partial  interest in the CATHI 1
claim to a third party in exchange for cash or exploration  expenditures,  which
is not presently contemplated.

BECAUSE  WE HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH  RISK OF
BUSINESS FAILURE.

We have not yet commenced exploration on the CATHI 1 claim. Accordingly, we have
no way to evaluate the likelihood that our business will be successful.  We were
incorporated  on August 13,  2004 and to date have been  involved  primarily  in
organizational  activities and the acquisition of our mineral property.  We have
not earned any revenues as of the date of this prospectus.  Potential  investors
should  be  aware  of the  difficulties  normally  encountered  by  new  mineral
exploration  companies  and the high rate of  failure of such  enterprises.  The
likelihood of success must be  considered  in light of the  problems,  expenses,
difficulties,  complications  and  delays  encountered  in  connection  with the
exploration of the mineral properties that we plan to undertake. These potential
problems  include,  but are not limited to,  unanticipated  problems relating to
exploration,   and  additional  costs  and  expenses  that  may  exceed  current
estimates.

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate  significant  revenues  from  development  of the CATHI 1
claim and the  production  of minerals  from the claims,  we will not be able to
earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood  that
we will prove successful, and it is doubtful that we will generate any operating
revenues  or ever  achieve  profitable  operations.  If we are  unsuccessful  in
addressing these risks, our business will most likely fail. If we determine that
the  CATHI 1 claim  does not  contain  any  reserves  and that we are  unable to
complete our business  plan with respect to the claims,  we intend to acquire an
interest or interests in additional  mineral  claims for  exploration  purposes.
Additional acquisitions will depend upon our ability to raise additional funding
through our sale of common stock.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,  THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The  search  for  valuable  minerals  as a  business  is  extremely  risky.  The
likelihood of our mineral claims containing economic  mineralization or reserves
is  extremely  remote.   Exploration  for  minerals  is  a  speculative  venture
necessarily  involving  substantial risk. In all probability,  the CATHI 1 claim
does not contain any  reserves  and funds that we spend on  exploration  will be
lost.  As well,  problems  such as unusual or  unexpected  formations  and other
conditions are involved in mineral  exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

WE NEED TO  CONTINUE  AS A GOING  CONCERN IF OUR  BUSINESS  IS TO  SUCCEED.  OUR
INDEPENDENT  AUDITOR  HAS RAISED  DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.


                                       7



The Independent  Auditor's  Report to our audited  financial  statements for the
period ended January 31, 2006  indicates that there are a number of factors that
raise substantial  doubt about our ability to continue as a going concern.  Such
factors  identified  in the report are that we have no source of revenue and our
dependence upon obtaining adequate financing.  If we are not able to continue as
a going concern, it is likely investors will lose all of their investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE CATHI 1 CLAIM,
WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The CATHI 1 claim does not contain any known  bodies of  mineralization.  If our
exploration  programs are successful in  establishing  zinc,  silver and gold of
commercial tonnage and grade, we will require additional funds in order to place
the  property  into  commercial  production.  We may not be able to obtain  such
financing.

BECAUSE OUR PRESIDENT AND SECRETARY HAVE OTHER BUSINESS INTERESTS,  THEY MAY NOT
BE ABLE OR  WILLING  TO  DEVOTE  A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.


Our  president,  Dr. Tim Sun spends  approximately  20% his  business  time,  or
approximately  six hours per week,  providing his services to us. Our secretary,
Ms. Mar Bergstrom spends only about 10% of her business,  or approximately three
hours per week,  time  providing  her services to us. We do not  compensate  our
directors for the services that they provide to us.


IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market
will develop.  We have applied for quotation of our common stock on the over the
counter bulletin board upon the effectiveness of the registration  statement, of
which this  prospectus  forms a part. Our shares may never trade on the bulletin
board.  If no market is ever developed for our shares,  it will be difficult for
shareholders  to sell their stock.  In such a case,  shareholders  may find that
they are unable to achieve benefits from their investment.


A PURCHASER  IS  PURCHASING  PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

                                       8



The shares offered by this prospectus  constitute penny stock under the Exchange
Act.  The  shares  will  remain  penny  stock for the  foreseeable  future.  The
classification  of penny stock makes it more  difficult for a  broker-dealer  to
sell the stock into a secondary market, thus limiting investment liquidity.  Any
broker-dealer  engaged by the  purchaser  for the  purpose of selling his or her
shares in our  company  will be subject  to rules  15g-1  through  15g-10 of the
Exchange  Act.  Rather  than  creating a need to comply with those  rules,  some
broker-dealers will refuse to attempt to sell penny stock.

Please  refer  to  the  "Plan  of  Distribution"  section  for a  more  detailed
discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This  prospectus  contains  forward-looking  statements  that involve  risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual  results  may  differ   materially   from  those   anticipated  in  these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.

Use Of Proceeds

We will not  receive  any  proceeds  from the sale of the common  stock  offered
through this prospectus by the selling shareholders.

Determination of Offering Price

The  selling  shareholders  will sell our  shares  at $0.05 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately  negotiated  prices.  There is no guarantee  that our common
stock will be quoted on the OTC Bulletin  Board.  We  determined  this  offering
price, based upon the price of the last sale of our common stock to investors.

Dilution

The common stock to be sold by the selling  shareholders is common stock that is
currently issued and outstanding.  Accordingly, there will be no dilution to our
existing shareholders.

Selling Shareholders

The  selling  shareholders  named in this  prospectus  are  offering  all of the
1,680,000 shares of common stock offered through this  prospectus.  These shares
were acquired from us in private  placements that were exempt from  registration
under  Regulation  S of the  Securities  Act of 1933.  The  shares  include  the
following:

1. 1,200,000 shares of our common stock that the selling  shareholders  acquired
from us in an offering that was exempt from registration under Regulation  S  of
the Securities Act of 1933 and was completed on November 28, 2005; and

                                       9



2. 480,000   shares  of  our  common  stock that the selling  shareholders
acquired  from  us in an  offering  that  was  exempt  from  registration  under
Regulation  S of the  Securities  Act of 1933 and was  completed  on January 20,
2006.

The  following  table  provides as of the date of this  prospectus,  information
regarding  the  beneficial  ownership  of our  common  stock held by each of the
selling shareholders, including:

1. the number of shares owned by each prior to this offering
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion of  the
   offering; and
4. the percentage owned by each upon completion of the offering




Name of Selling                          Shares Owned      Total Number of           Total Shares      Percent
Owned Stockholder                        Prior To This     Shares To Be              Owned Upon        Upon
Completion                               Offering          Offered For Selling       Completion        Of This
Offering                                                   Shareholders              of this
                                                           Account                   Offering
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Hang Pan
1380 Spring Avenue
Burnaby, BC                              100,000           100,000                   Nil               Nil

Wei Gao
6390 Willingdon Ave, Suite 317           100,000           100,000                   Nil               Nil
Burnaby, BC

Xiao Dong Liu
6119 Cooney Road, Suite 1203             100,000           100,000                   Nil               Nil
Richmond, BC

Jane Liu
6088 Willingdon Avenue                   100,000           100,000                   Nil               Nil
Burnaby, BC

Huoqi Chen
Floor 8, Xueyuan Tower                   100,000           100,000                   Nil               Nil
No. 1 Zhichun Rd.
Beijing,China
Xueying Zeng
602-Unit 1, Building 15
Jianshe Rd., Kunming                     100,000           100,000                   Nil               Nil
Yunnan, China
Tianying Zheng
#8-88th Street, Xiaohe                   100,000           100,000                   Nil               Nil
Weiyuan, Sichuan, China

Helen Gao
2288 West 40th Ave, Suite 802            100,000           100,000                   Nil               Nil
Vancouver, BC


                                       10





                                                                                         
Shi You Liu                              100,000           100,000                   Nil               Nil
201 - Building 7 West
Wangjia District, Yueyang
Hunan, China

Mattew Liang
8385 Roseberry Avenue                    100,000           100,000                   Nil               Nil
Burnaby, BC

Zhiquan Cai
9 Zhichuan Rd.                           100,000           100,000                   Nil               Nil
Haidian District
Beijing, China

Yanxia Liu
10280 2nd Avenue                         100,000           100,000                   Nil               Nil
Richmond, BC

David Lee Bergstrom
2919 West 13th Avenue                    16,000            16,000                    Nil               Nil
Vancouver, BC

Steven Bergstrom
2919 West 13th Avenue                    16,000            16,000                    Nil               Nil
Vancouver, BC

Weidong Yu
4339 Granville Street                    16,000            16,000                    Nil               Nil
Vancouver, BC

Tianyu Zhang
4339 Granville Street                    16,000            16,000                    Nil               Nil
Vancouver, BC

Jun Yao                                  16,000            16,000                    Nil               Nil
5700 Arcadia Road, Suite 126
Richmond, BC

Eric Hsu                                 16,000            16,000                    Nil               Nil
4157 Cambridge Street
Burnaby, BC

Chong Chuen Chung                        16,000            16,000                    Nil               Nil
8062 17th Avenue
Burnaby, BC
Saibao Li
2133 West 57th Avenue                    16,000            16,000                    Nil               Nil
Vancouver, BC

                                       11





                                                                                          
Demi Zeng                                16,000            16,000                    Nil               Nil
1689 East 37th Avenue
Vancouver, BC

Xianfeng Liu                             16,000            16,000                    Nil               Nil
201 - Building 7 West
Wangjia District, Yueyang
Hunan, China

Hui Zhao                                 16,000            16,000                    Nil               Nil
1730 E Eglington Ave. Ste 705
North York, ON

Yuping Liu                               16,000            16,000                    Nil               Nil
220 Mayor Street
Toronto, ON

Cheng Han Li                             16,000            16,000                    Nil               Nil
2130 Adanac Street
Vancouver, BC

Yue Yao                                  16,000            16,000                    Nil               Nil
2130 Adanac Street
Vancouver, BC

Nancy Ho                                 16,000            16,000                    Nil               Nil
1450 West 40th Avenue
Vancouver, BC

Greta S.F. Ho                            16,000            16,000                    Nil               Nil
2130 Adanac Street
Vancouver, BC

Patrick Wong                             16,000            16,000                    Nil               Nil
808 West 40th Avenue
Vancouver, BC

Jesse Chan                               16,000            16,000                    Nil               Nil
12451 Jensen Drive
Richmond, BC

Bei Zhou                                 16,000            16,000                    Nil               Nil
4411 Beatrice Street
Vancouver, BC

Da Xin Ma                                16,000            16,000                    Nil               Nil
6081 No. 3 Road, Suite 826
Richmond, BC


                                       12





                                                                                          
Haipei Sun                               16,000            16,000                    Nil               Nil
8180 Granville Avenue, Ste 1108
Richmond, BC
Xuedong Zhang
725 Edgewood Road                        16,000            16,000                    Nil               Nil
North Vancouver, BC

Limei Zhou                               16,000            16,000                    Nil               Nil
725 Edgewood Road
North Vancouver, BC

Dwayne Yaretz                            16,000            16,000                    Nil               Nil
939 Homer Street, Suite 3302
Vancouver, BC

Alex Von Kleist                          16,000            16,000                    Nil               Nil
5401 Greentree Road
West Vancouver, BC

Ben Zhang                                16,000            16,000                    Nil               Nil
6390 Willingdon Ave, Suite 317
Burnaby, BC

Kwok Sing Wu                             16,000            16,000                    Nil               Nil
6226 Dunsmuir Crescent
Richmond, BC

Zhen Hao Yin                             16,000            16,000                    Nil               Nil
8860 Main Street, Suite 190
Vancouver, BC

Polo (Canada) Investment & Management    16,000            16,000                    Nil               Nil
Corp
1050 Kingsway, Suite 202
Vancouver, BC

Yanhui Guo                               16,000            16,000                    Nil               Nil
5750 Larch Street, Suite 405
Vancouver, BC


The named party  beneficially  owns and has sole voting and investment  over all
shares or rights to these shares.  The numbers in this table assume that none of
the selling  shareholders sells shares of common stock not being offered in this
prospectus or purchases  additional shares of common stock, and assumes that all
shares offered are sold. The percentages are based on 1,680,000 shares of common
stock outstanding on the date of this prospectus.

                                       13



None of the selling shareholders:

    (1)  has had a material relationship with us other than as a shareholder  at
         any time within the past three years;

    (2)  has ever been one of our officers or directors.

    (3)  has been a registered broker-dealer or an affiliate of a registered
         broker-dealer.


Plan Of Distribution

The selling  shareholders  may sell some or all of their  common stock in one or
more transactions, including block transactions.

The  selling  shareholders  will sell our  shares  at $0.05 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or  privately  negotiated  prices.  We  determined  this  offering  price
arbitrarily  based  upon  the  price  of the last  sale of our  common  stock to
investors.  The shares may also be sold in compliance  with the  Securities  and
Exchange Commission's Rule 144.

The selling  shareholders  may also sell their shares  directly to market makers
acting as  principals,  brokers or dealers,  who may act as agent or acquire the
common  stock  as  principal.   Any  broker  or  dealer  participating  in  such
transactions  as agent may receive a commission  from the selling  shareholders,
or, if they act as agent  for the  purchaser  of such  common  stock,  from such
purchaser.  The selling  shareholders  will  likely pay the usual and  customary
brokerage fees for such services.  Brokers or dealers may agree with the selling
shareholders  to sell a  specified  number of shares at a  stipulated  price per
share and, to the extent  such broker or dealer is unable to do so while  acting
as agent for the selling  shareholders,  to purchase,  as principal,  any unsold
shares at the price  required  to fulfill  the  respective  broker's or dealer's
commitment to the selling shareholders.

Brokers or dealers who acquire shares as principals  may thereafter  resell such
shares  from  time to time in  transactions  in a market or on an  exchange,  in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated  prices,  and in connection  with such re-sales may pay or
receive commissions to or from the purchasers of such shares. These transactions
may involve cross and block  transactions  that may involve sales to and through
other brokers or dealers. If applicable, the selling shareholders may distribute
shares  to one or more of their  partners  who are  unaffiliated  with us.  Such
partners may, in turn, distribute such shares as described above. We can provide
no  assurance  that all or any of the common  stock  offered will be sold by the
selling shareholders.

We are bearing all costs relating to the registration of the common stock. These
are estimated to be $25,008.99.  The selling shareholders, however, will pay any
commissions  or other fees payable to brokers or dealers in connection  with any
sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock.  In  particular,
during such times as the selling  shareholders  may be deemed to be engaged in a
distribution  of  the  common  stock,  and  therefore  be  considered  to  be an
underwriter, they must comply with applicable law and may, among other things:

1.  Not  engage  in  any  stabilization activities in connection with our common
stock;

                                       14



2. Furnish each broker or dealer through which common stock may be offered, such
copies of this  prospectus,  as amended from time to time, as may be required by
such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any person
to purchase any of our  securities  other than as  permitted  under the Exchange
Act.

The  Securities  Exchange  Commission  has  also  adopted  rules  that  regulate
broker-dealer  practices in connection with transactions in penny stocks.  Penny
stocks are generally  equity  securities  with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq  system,  provided  that current  price and volume  information  with
respect to  transactions  in such  securities  is  provided  by the  exchange or
system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from  those  rules,  deliver a  standardized  risk
disclosure document prepared by the Commission, which:

*      contains a description of the nature and level of risk in the market  for
       penny stocks in both
       public offerings and secondary trading;
*      contains a description of the broker's or dealer's duties to the customer
       and of the rights and remedies  available to the customer with respect to
       a violation of such duties;
*      contains  a brief,  clear,  narrative  description  of a  dealer  market,
       including "bid" and "ask" prices for penny stocks and the significance of
       the spread between the bid and ask price;
*      contains a toll-free  telephone  number  for  inquiries  on  disciplinary
       actions;
*      defines  significant  terms in the  disclosure document or in the conduct
       of trading penny stocks; and
*      contains such other information and is in such form (including  language,
       type,  size,  and  format)  as the  Commission  shall  require by rule or
       regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:

*     with bid and offer quotations for the penny stock;
*     details of the  compensation of the  broker-dealer  and its salesperson in
      the transaction;
*     the number of shares to which such bid  and  ask  prices  apply,  or other
      comparable information  relating to the depth and  liquidity of the market
      for such stock; and
*     monthly account  statements  showing the market value of each penny  stock
      held in the customer's account.

In  addition,  the penny stock rules  require that prior to a  transaction  in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks,  and a signed and dated copy of a written  suitability  statement.
These  disclosure  requirements  will have the effect of  reducing  the  trading
activity  in the  secondary  market for our stock  because it will be subject to
these penny stock rules.  Therefore,  stockholders  may have difficulty  selling
those securities.

                                       15



Legal Proceedings

We are not currently a party to any legal  proceedings.  Our address for service
of process in Nevada is 7251 West Lake Mead Boulevard,  Suite 300, Las Vegas, NV
89128.

Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:

Directors:

Name of Director              Age

Tim Sun                        45
Mar Bergstrom                  55

Executive Officers:

Name of Officer               Age          Office
---------------------        -----         -------
Tim Sun                       45           President, Chief Executive Officer
                                           Chief Financial Officer and Director


Mar Bergstrom                 55           Secretary, Treasurer and Director

Biographical Information

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

Dr. Tim Sun has acted as our President, Chief Executive Officer, Chief Financial
Officer and as a director from our incorporation on August 13, 2004. From July
2005 to present, Dr. Sun has acted as president and CEO of Canadian Sinosun
Energy Inc., a private company involved in coal mining in Canada and China. From
January 2003 to July 2005, Dr. Sun acted as Chief Representative in China for
Ivanhoe Mines Ltd., located in Vancouver, BC. Dr. Sun was in charge of business
development in China for this Canadian mining company. He developed the
company's engineering, procurement, and logistics team in China for its
copper-gold project in Mongolia and established connections with Chinese
government, mining corporations and banks.

From May 2001 to January 2003, Dr. Sun acted as an Investment Consultant & Vice
President of Wanbao Resources Corp., located in Beijing, China. Dr. Sun was
responsible for developing relationships with government and mining companies
and was in charge of the full feasibility study and engineering design for a
copper and cobalt metallurgical plant in Congo.

From  January  2000 to May 2001,  Dr.  Tim Sun  acted as  President  of  Sinosun
Enterprises  Inc.,  located in  Burnaby,  British  Columbia  where he  developed
investment  projects  related  to  Canada,  China and  Africa.  He also acted as
consultant  for an overseas  mining  company  involved in mineral  investment in
Tibet.

Dr. Tim Sun earned his Ph. D. and Certificate of Professional Supervisor from
Queen's University, Kingston, Ontario, Canada in September 1993. In 1985, he
received his Master of Science degree at the Beijing General Research Institute
of Mining and Metallurgy in Beijing, China. In 1982, he received his Bachelor of
Science degree from Northeast University in Shenyang, China.

Dr. Sun devotes 20% of his business time, or approximately six hours per week,
to our affairs. The balance of his business time is focused on Canadian Sinosun
Energy Inc.

                                       16




Ms. Mar Bergstrom has acted as our Secretary, Treasurer and as a director from
our  incorporation  on  August 13, 2004.  Since 1997, Ms. Bergstrom has been an
independent  consultant to  public  companies  through  LGM  Lions  Gate
Management Ltd., a  private British Columbia company.   She  has  provided
administration, regulatory and corporate compliance services to public companies
and private companies for over 20 years.

From March 2003 to June 2005,  Ms.  Bergstrom was corporate  secretary for Minco
Mining & Metals Corporation, a TSX listed company. During February to July 2005,
she also  held the  same  position  with IMA  Exploration  Inc.,  a TSX  Venture
Exchange  and  American  Stock  Exchange  listed  company.  From  August 2005 to
present,  she has acted as  corporate  secretary of East Energy  Corporation,  a
Canadian report company.

Ms. Bergstrom does not have any professional training or technical credentials
in the exploration, development and operation of mines.

Ms. Bergstrom devotes 10% of her business time, or approximately three hours per
week, to our affairs.  The balance of her business time is focused on LGM Lions
Gate Management Ltd.

Term of Office

Our  directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting of our  shareholders  or until  removed  from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

Significant Employees

We have no significant employees. Our officers and directors voluntarily provide
their services to us without compensation.

Conflicts of Interest

Both of our directors are involved in non-company business ventures that involve
mineral  properties  and  exploration.  As our present  business plan is focused
entirely  on the  CATHI 1  property,  there is no  expectation  of any  conflict
between our business  interests and those of our  directors.  However,  possible
conflicts may arise in the future if we seek to acquire  interests in additional
mineral properties.

Our bylaws  provide  that each  officer who holds  another  office or  possesses
property whereby,  whether directly or indirectly,  duties or interests might be
created in  conflict  with his duties or  interests  as our  officer  shall,  in
writing, disclose to the president the fact and the nature, character and extent
of the conflict and abstain from voting with respect to any  resolution in which
the officer has a personal interest.  For example, if we propose to enter into a
transaction  in which our  president,  Dr. Sun, has a direct  interest,  he must
disclose  this  interest  to our other  director,  Ms.  Bergstrom,  at the board
meeting to consider  the  transaction.  Dr. Sun must then abstain from voting on
the  resolution  to approve  the  transaction.  Accordingly,  in order for us to
approve the transaction,  Ms. Bergstrom would have to approve it. In making this
decision, Ms. Bergstrom is required to act in the best interests of the company.


Security Ownership Of Certain Beneficial Owners And Management

The following  table provides the names and addresses of each person known to us
to own  more  than 5% of our  outstanding  common  stock  as of the date of this
prospectus,  and by the officers  and  directors,  individually  and as a group.
Except as otherwise indicated, all shares are owned directly.



Title of Class   Name and address                       Amount of beneficial       Percent of
                 of beneficial owner                    ownership                  Class
                                                                         
Common Stock     Tim Sun                                350,000                    14.7%
                 President, Chief Executive Officer
                 Chief Financial Officer,
                 and Director
                 2423 Granville Street,
                 Vancouver, BC, Canada

Common Stock     Mar Bergstrom                          350,000                    14.7%
                 Secretary, Treasurer and Director
                 2919 West 13th Avenue
                 Vancouver, BC, Canada

Common Stock     All officers and directors as a group  700,000                    29.4%
                 that consists of two people


                                       17



The percent of class is based on  2,380,000  shares of common  stock  issued and
outstanding as of the date of this prospectus.

Description Of Securities

General

Our authorized  capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

Common Stock

As of May 29, 2007 there were 2,380,000 shares of our common stock issued
and outstanding that are held by 44 stockholders of record.

Holders  of our  common  stock are  entitled  to one vote for each  share on all
matters  submitted to a  stockholder  vote.  Holders of common stock do not have
cumulative  voting  rights.  Therefore,  holders of a majority  of the shares of
common  stock  voting  for  the  election  of  directors  can  elect  all of the
directors.  A vote by the  holders of a majority  of our  outstanding  shares is
required  to  effectuate   certain   fundamental   corporate   changes  such  as
liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors,  in its  discretion,  declares from legally  available  funds. In the
event of a  liquidation,  dissolution  or winding  up,  each  outstanding  share
entitles  its holder to  participate  pro rata in all assets that  remain  after
payment of  liabilities  and after  providing  for each class of stock,  if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have  never  declared  or paid any cash  dividends  on our common  stock.  We
currently intend to retain future earnings,  if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

                                       18



Share Purchase Warrants

We have not issued and do not have  outstanding  any warrants to purchase shares
of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

Convertible Securities

We have not issued and do not have  outstanding any securities  convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

Interests Of Named Experts And Counsel

No expert or counsel named in this  prospectus  as having  prepared or certified
any part of this  prospectus or having given an opinion upon the validity of the
securities  being  registered or upon other legal matters in connection with the
registration  or offering  of the common  stock was  employed  on a  contingency
basis, or had, or is to receive, in connection with the offering,  a substantial
interest,  direct  or  indirect,  in the  registrant.  Nor was any  such  person
connected with the registrant as a promoter,  managing or principal underwriter,
voting trustee, director, officer, or employee.

Marquis &  Aurbach,  Attorneys  At Law,  have  provided  an opinion on the valid
issuance of our common stock.


The  financial  statements  included  in this  prospectus  and the  registration
statement have been audited by DMCL,  Chartered  Accountants  LLP, to the extent
and for the  periods  set  forth in their  report  appearing  elsewhere  in this
document and in the registration  statement filed with the SEC, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.


Disclosure  Of  Commission  Position  Of  Indemnification  For   Securities  Act
Liabilities

Our directors  and officers are  indemnified  as provided by the Nevada  Revised
Statutes and our Bylaws.  These  provisions  provide  that we shall  indemnify a
director or former  director  against all expenses  incurred by him by reason of
him acting in that  position.  The  directors  may also cause us to indemnify an
officer, employee or agent in the same fashion.

We have  been  advised  that  in the  opinion  of the  Securities  and  Exchange
Commission  indemnification  for liabilities arising under the Securities Act 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  is  asserted  by one of our  directors,  officers,  or  controlling
persons in connection with the securities being  registered,  we will, unless in
the  opinion of our legal  counsel  the matter has been  settled by  controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate  jurisdiction.  We will then be governed by the
court's decision.

                                       19



Organization Within Last Five Years


We were  incorporated  on August 13, 2004 under the laws of the state of Nevada.
On that date, Tim Sun was appointed as our President,  Chief Executive  Officer,
Chief  Financial  Officer  and  director  and Mar  Bergstrom  was  appointed  as
Secretary,  Treasurer and director.  Dr. Sun acts as our sole  promoter.  He was
responsible for founding and organizing our business.

Dr. Sun has not received, and has no agreement to receive,  anything  of  value,
directly or indirectly, from us.

Description Of Business

In General

We are an  exploration  stage  company.  We are engaged in the  acquisition  and
exploration of mineral properties with a view to exploiting any mineral deposits
we discover that demonstrate economic feasibility. We own a 100% interest in one
mineral  claim  known  as the  CATHI  1  claim.  There  is no  assurance  that a
commercially viable mineral deposit exists on the property.  Further exploration
will be  required  before  a  final  evaluation  as to the  economic  and  legal
feasibility is determined.

Our plan of  operation  is to conduct  exploration  work on the CATHI 1 claim in
order to ascertain whether it possesses economic  quantities of gold, silver and
molybdenum. There can be no assurance that economic mineral deposits or reserves
exist on the CATHI 1 claim  until  appropriate  exploration  work is done and an
economic  evaluation  based on such work concludes  that  production of minerals
from the property is economically feasible.

Even if we complete our proposed  exploration  programs on the CATHI 1 claim and
they are  successful  in  identifying a mineral  deposit,  we will have to spend
substantial  funds on further  drilling and  engineering  studies before we will
know if we have a commercially viable mineral deposit.

Description, Location and Access

The CATHI 1 claim is located  approximately  25  kilometers  northwest of Little
Fort, British Columbia and is accessible by Highway 24 from Little Fort, then by
the Deer Lake Forest  Access Road  northwest  to  Monticola  Lake.  The claim is
accessible  by  surrounding  logging  roads on the  west,  north and east of the
property and limited access by overgrown logging roads west and southwest of the
claim.  The claim  consists of eight units  totaling  450  hectares.  Logging is
taking place in the eastern part of the claim.

Mineralization

The following technical terms in this section have the following meaning:

                                       20



Augite is a dark-green to black glassy mineral of the pyroxene group  containing
large amounts of aluminum and iron and magnesium.

Basalt is a heavy,  dark-colored rock that has cooled from molten material, that
may occur in or on the earth's surface.

Breccia is rock composed of angular fragments of older rocks melded together.

Andesite is a gray, fine-grained volcanic rock

Chert is a siliceous  rock  containing  microcrystalline  quartz.  Chert usually
occurs in round form but may be deposited  in layers.  Dark gray chert is called
flint.

Siltstone is a fine-grained rock of consolidated silt.
Shale is a fissile rock composed of layers of claylike, fine-grained sediments.
Porphyry is a very hard igneous rock consisting of large-grained  crystals.  The
traditional  term  "Porphyry"  refers  to a  purple-red  stone  valued  for  its
appearance.  Feldspar refers to a group of  rock-forming  minerals which make up
about 60% of the earth's crust.

Calcite is a common mineral  consisting of  crystallized  calcium  carbonate;  a
major constituent of limestone.


Claim Location Map see attached PDF file 99.1


A vein is a regularly shaped and lengthy occurrence of an aggregate of minerals.
They are formed by fluids carrying  mineral  constituents  into a rock mass as a
consequence of some form of hydraulic flow within the rock.

Pyrite,  also known as "fool's gold" is a common mineral  containing mainly iron
disulfide that is pale yellow in color.

The northeastern half of the CATHI 1 claim is underlain by mainly augite basalt,
breccia,  and small  amounts of  andesite.  The  southwestern  half of the claim
contains an abundant  amount of black chert,  dark  siltstone  and shale.  These
rocks are  volcanic  and  sedimentary  rocks of the  Nicola  Group,  which  host
significant deposits of copper porphyry,  such as feldspar or quartz,  dispersed
in a fine-grained feldspathic matrix (groundmass).

Quartz-calcite  veins along the CATHI 1 claim property are narrow,  ranging from
three to six centimeters  wide, the widest being a  quartz-calcite-pyrite  vein.
Some of the quartz-pyrite veins within augite basalt minerals contain a slightly
elevated  value in silver.  Almost half of the veins  contain  small  amounts of
pyrite.  Other veins  contain small amounts of gold,  silver,  zinc,  copper and
lead.

Claim Acquisition

                                       21



On August 13, 2004,  we executed a Bill of Sale  Absolute  with Albert Ablett of
Kamloops,  British  Columbia,  whereby  he sold a 100%  interest  in the CATHI 1
mineral  claim to us. In order to acquire the 100%  interest  in this claim,  we
paid $5,000 to Mr. Ablett.

Exploration History

The  British  Columbia  Geological  Survey,  a branch  of the  British  Columbia
government,  has compiled exploration information on the CATHI 1 claim. Analysis
of the  claim  area has  demonstrated  that the  property  contains  rock  types
consistent with similar types that have hosted significant copper deposits.

In the  southwestern  area of the CATHI 1, samples  anomalous  in silver,  gold,
copper,  zinc,  chromium and  molybdenum  were taken and  analyzed.  The samples
contain moderately elevated values in silver, gold and molybdenum.

This exploration  work included  geochemical  surveying and geological  mapping.
Geochemical  surveying  involves  gathering  chip  samples and grab samples from
property  areas  with  the  most  potential  to  host  economically  significant
mineralization  based on past exploration results. All samples gathered are sent
to a laboratory where they are crushed and analysed for metal content.  The grab
samples  are soil  samples  or pieces of rock that  appear to  contain  precious
metals  such as gold  and  silver,  or  industrial  metals  such as  copper  and
molybdenum.  Geological  mapping  involves  plotting  previous  exploration data
relating  to a  property  on a map in  order  to  determine  the  best  property
locations to conduct subsequent exploration work.

Geological Assessment Report

We have  obtained  a  geological  summary  report on the CATHI 1 claim  that was
prepared by Dr.  Kenneth  Murray  Dawson,  a  professional  geologist,  of North
Vancouver,  British  Columbia.  Dr.  Dawson  is a member of the  Association  of
Professional  Engineers and Geoscientists of British  Columbia,  a member of the
Canadian  Institute  of Mining  and  Metallurgy,  a member of the  Mineralogical
Association  of Canada  and a  corresponding  member of the  Russian  Academy of
Science. His report discusses the geology of the area surrounding and particular
to the CATHI 1 claim, and makes a recommendation for further exploration work.

In his report,  Dr. Dawson concludes that the CATHI 1 claim has the potential to
contain  notable  silver,  gold,  zinc and copper  mineralization  within quartz
veins.  Geochemical studies released by the BC Geological Survey Branch indicate
a modest potential for zinc, silver,  gold and molybdenum.  Dr. Dawson is of the
opinion that this data, along with geophysical and geochemical maps showing soil
anomalies and magnetic anomalies, provides enough information to warrant further
investigation to confirm the work and showings noted to date.

Conclusions

Dr. Dawson, the author of the geological report on the CATHI 1 claim, recommends
that the southwestern  half of the claim should be prospected and  geochemically
sampled.  He is of the opinion,  based on the results from the work report, that
we purchase or option the adjoining  properties  from the current owners for the
purpose  of  carrying  out  regional   geochemical  and   prospecting   surveys.
Prospecting  involves  analyzing  rocks on the  property  surface with a view to
discovering  indications  of  potential  mineralization.   Geochemical  sampling
involves  gathering  chip samples and grab samples from property  areas with the
most potential to host  economically  significant  mineralization  based on past
exploration results. Grab samples are soil samples or pieces of rock that appear
to contain metals such as gold, silver,  copper and nickel. All samples gathered
will be sent to a  laboratory  where they are  crushed  and  analysed  for metal
content.


                                       22



Exploration Budget

Our  proposed  exploration  budget  for the  recommended  phase one  exploration
program, consisting of geochemical sampling and prospecting, is as follows:

         Geologist                  $2,500
         Technician                 $1,000
         Room and board               $400
         Supplies                     $400
         Assays                     $1,200
         Report                     $1,500
         Filing Fees                  $400

         Total:                     $7,400

Following the  completion of the phase one  exploration  program and a review of
the results,  our consulting geologist will then provide us with recommendations
and a budget for a phase two exploration program on the CATHI 1 property.

Compliance with Government Regulation

We will be required  to comply with all  regulations,  rules and  directives  of
governmental  authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the Province of British Columbia,  specifically. The
governmental  agencies responsible for overseeing the exploration of minerals in
Canada are primarily the Ministry of Natural  Resources  Canada and the Ministry
of the Environment.  In British Columbia,  the responsible  government agency is
the Ministry of Energy, Mines and Petroleum Resources.

Under  these  laws,  prior to  production,  we have the  right  to  explore  the
property,  subject only to a notice of work which may entail  posting a bond. In
addition,  production  of minerals  in the  Province  of British  Columbia  will
require prior approval of applicable  governmental  regulatory agencies.  We can
provide no assurance to investors that such approvals will be obtained. The cost
and delay  involved in  attempting to obtain such  approvals  cannot be known at
this time.

We have budgeted for  regulatory  compliance  costs in the proposed work program
recommended by the geological report. Such costs will be less than $500 and will
consist  of  having  any  significant  soil or rock  that is  moved  during  the
exploration  process returned to its original  location.  Soil and rock movement
during proposed exploration is anticipated to be negligible.

We will have to sustain the cost of reclamation and environmental  mediation for
all exploration (and development) work undertaken.  The amount of these costs is
not known at this time as we do not know the extent of the  exploration  program
that will be  undertaken  beyond  completion  of the  recommended  work program.
However,  it is  anticipated  that such costs will not exceed $20,000 for future
exploration  phases.  Because  there is  presently no  information  on the size,
tenor,  or quality of any resource or reserve at this time,  it is impossible to
assess the impact of any  capital  expenditures  on  earnings,  our  competitive
position or us in the event a potentially economic deposit is discovered.

                                       23




If we enter into  production,  the cost of complying  with permit and regulatory
environment  laws will be greater  than in phase one  because  the impact on the
project area is greater. Permits and regulations will control all aspects of any
production  program  if the  project  continues  to that  stage  because  of the
potential  impact  on  the  environment.  Examples  of  regulatory  requirements
include:

-        Water discharge will have to meet water standards;

-        Dust generation will have to be minimal or otherwise re-mediated;

-        Dumping of material on the surface will  have  to  be  re-contoured and
         re-vegetated;

-        An assessment of all material to be left on the surface will need to be
         environmentally benign;

-        Ground water will have to be monitored for any potential contaminants;

-        The socio-economic impact of the project will have to be evaluated  and
         if deemed negative, will have to be re-mediated; and

-        There will have to be an impact report of the work on the  local  fauna
         and flora.

During the exploration  phase, a bond will need to be provided covering possible
land disturbance.  In the case of normal fieldwork,  this should be minimal. The
costs of compliance with  environmental  regulations in the production phase are
variable and cannot be determined at this time.

Employees


We have no  employees  as of the  date of  this  prospectus.  Our two  directors
provide their services to us on a voluntary basis.


Research and Development Expenditures

We have not incurred any other  research or development  expenditures  since our
incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

                                       24



Reports to Security Holders

Although  we are not  required  to  deliver a copy of our  annual  report to our
security  holders,  we  will  voluntarily  send a copy  of  our  annual  report,
including  audited  financial  statements,  to any  registered  shareholder  who
requests  it. We will not be a reporting  issuer with the  Securities & Exchange
Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration  statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange  Commission  with respect to the shares of
our common stock offered through this prospectus.  This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the  registration  statement and exhibits.  Statements  made in the
registration  statement  are summaries of the material  terms of the  referenced
contracts,  agreements  or  documents  of  the  company.  We  refer  you  to our
registration  statement  and each  exhibit  attached  to it for a more  detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials.  You may inspect the registration  statement,  exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's  principal
office  in  Washington,  D.C.  Copies  of all or any  part  of the  registration
statement may be obtained from the Public  Reference  Section of the  Securities
and Exchange Commission, 100 F Street, N.W., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange  Commission also maintains a
web site at  http://www.sec.gov  that contains  reports,  proxy  statements  and
information  regarding registrants that file electronically with the Commission.
Our registration statement and the referenced exhibits can also be found on this
site.

Plan Of Operations


Our  plan  of  operation  for  the  twelve  months  following  the  date of this
prospectus is to complete the recommended  phase one exploration  program on the
CATHI 1 claim consisting of mapping, prospecting and geochemical sampling.

We  anticipate  that the  program  will cost  approximately  $7,400  based on an
estimate  provided by our consulting  geologist,  Kenneth M. Dawson. To date, we
have not  commenced  exploration  on the CATHI 1 claim.  We  intend to  commence
exploration  on the  CATHI 1 claim in the  spring  of 2007,  as soon as  weather
conditions on the property  permit.  The program is estimated to take two months
to complete, including the interpretation of results.

Geochemical  sampling  refers to the  gathering of chip samples and grab samples
from property  areas with the most  potential to host  economically  significant
mineralization based on past exploration results.  Grab samples are soil samples
or pieces  of rock  that  appear to  contain  precious  metals  such as gold and
silver,  or industrial  metals such as copper and nickel.  All samples  gathered
will be sent to a  laboratory  where they are  crushed  and  analysed  for metal
content.

Dr. Dawson will provide and  recommend  further  exploration  and a budget for a
phase two upon  completion  of phase one and a review  of the  results.  We then
intend to commence the phase two program in the summer or fall of 2007.  We will
not know the extent of this program until we have  received the  recommendations
from Dr. Dawson following the completion of phase one.


In the next 12 months,  we also  anticipate  spending an  additional  $25,000 on
professional  fees  and  administrative  expenses,  including  fees  payable  in
connection  with the filing of this  registration  statement and complying  with
reporting obligations.

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
approximately $32,400.

Our  cash  reserves  are not  sufficient  to meet our  obligations  for the next
twelve-month period. As a result, we will need to seek additional funding in the

                                       25



near future. We currently do not have a specific plan of how we will obtain such
funding;  however,  we anticipate that additional funding will be in the form of
equity  financing from the sale of our common stock.  We may also seek to obtain
short-term loans from our directors, although no such arrangement has been made.
At this time, we cannot  provide  investors  with any assurance  that we will be
able to raise sufficient  funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months.  We
do not have any arrangements in place for any future equity financing.

We do not  expect  to earn any  revenue  from  operations  until we have  either
commenced mining operations on the CATHI 1 claim or have sold an interest in the
property to a third party.  Before this  occurs,  we expect that we will have to
complete current recommended  exploration on the property, as well as additional
exploration recommended by a geologist.

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely  to have a  current  or future  effect  on the  small  business  issuer's
financial  condition,  changes in  financial  condition,  revenues or  expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

Results Of Operations For Period Ending October 31, 2006


Results Of Operations For Period Ending January 31, 2007

We have not earned any  revenues  from our  incorporation  on August 13, 2004 to
January 31, 2007. We do not  anticipate  earning  revenues  unless we enter into
commercial  production  on the  CATHI 1 claim,  which is  doubtful.  We have not
commenced  the  exploration  stage of our  business and can provide no assurance
that  we will  discover  economic  mineralization  on the  property,  or if such
minerals are discovered, that we will enter into commercial production.

We incurred  operating expenses in the amount of $18,655 for the period from our
inception on August 13, 2004 to January 31, 2007. These operating  expenses were
comprised of $6,440 for mineral property expenditures and $12,215 in general and
administrative fees.

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to pursue  exploration  activities.  For these  reasons our  auditors
believe  that there is  substantial  doubt that we will be able to continue as a
going concern.

Description Of Property

We own a 100% interest in the mineral claim  comprising the CATHI 1 claim. We do
not own or lease any property other than the CATHI 1 claim.

Certain Relationships And Related Transactions

None of the  following  parties has,  since our date of  incorporation,  had any
material  interest,  direct or indirect,  in any  transaction  with us or in any
presently proposed transaction that has or will materially affect us:

  *  Any of our directors or officers;
  *  Any person  proposed as a nominee for  election as a director;
  *  Any person who beneficially owns, directly or indirectly, shares
     carrying more than 10% of the voting rights attached to our
     outstanding shares of common stock;
  *  Our sole promoter, Tim Sun;
  *  Any member of the immediate family of any of the foregoing persons.



                                       26




Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public  market for our common  stock.  We have applied for
trading  of our common  stock on the over the  counter  bulletin  board upon the
effectiveness  of the  registration  statement of which this prospectus  forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded,  that a public market will  materialize.  As well,
there is no assurance  that our stock may be resold at the offered  price if and
when an active  secondary  market might  develop.  Even if  developed,  a public
market for our securities may not be sustained.

Stockholders of Our Common Shares

As  of  the  date  of  this  registration   statement,  we  have  44  registered
shareholders.


Rule 144 Shares

A total of 700,000  shares of our common stock are  available  for resale to the
public  after  November  15,  2006 in  accordance  with the volume  and  trading
limitations  of Rule 144 of the Act. In general,  under Rule 144 as currently in
effect, a person who has  beneficially  owned shares of a company's common stock
for at least one year is entitled to sell within any three month period a number
of shares that does not exceed the greater of:

1.   1% of the number of shares of our common stock then outstanding  which,  in
     our case, will equal 23,800 shares as of the date of this prospectus; or

2.   the average weekly trading volume of the company's  common stock during the
     four  calendar  weeks  preceding  the  filing  of a notice on Form 144 with
     respect to the sale.

Sales under Rule 144 are also  subject to manner of sale  provisions  and notice
requirements  and to the  availability of current public  information  about the
company.

Under Rule 144(k),  a person who is not one of the  company's  affiliates at any
time during the three months  preceding a sale, and who has  beneficially  owned
the shares  proposed  to be sold for at least two  years,  is  entitled  to sell
shares without  complying with the manner of sale,  public  information,  volume
limitation or notice provisions of Rule 144.

                                       27



As of the date of this  prospectus,  persons who are our affiliates  hold all of
the 700,000 shares that may be sold pursuant to Rule 144.



Registration Rights

We have not granted  registration  rights to the selling  shareholders or to any
other persons.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.  we would not be able to pay our debts as they become due in the usual course
of business; or

2. our total assets would be less than the sum of our total liabilities plus the
amount  that would be needed to  satisfy  the  rights of  shareholders  who have
preferential rights superior to those receiving the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

Executive Compensation

Summary Compensation Table


The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal  periods ended January 31, 2007 and 2006 and  subsequent to
that period to the date of this prospectus.

Annual Compensation


                                                                                                 Nonqualified
                                                                                  Non-Equity     Deferred
Name and                   Year     Salary  Bonus      Stock          Option    Incentive Plan   Compensation  All Other    Total
Principal Position                                   Awards        Awards       Compensation     on Earnings   Compensation
                                                                                                  
Tim Sun                    2007        $0      $0      None            None          None           None         None          $0
                           2006        $0      $0      None            None          None           None         None          $0
                           2005        $0      $0      None            None          None           None         None          $0

Mar Bergstrom              2007        $0      $0      None            None          None           None         None          $0
                           2006        $0      $0      None            None          None           None         None          $0
                           2005        $0      $0      None            None          None           None         None          $0




                                       28




Director Independence

Our  securities  are not listed on any stock exchange or quoted on any quotation
system.  We have applied to have our common shares quoted for trading on the OTC
Bulletin Board,  however,  there is no guarantee that this  application  will be
successful.  We will not need to meet any director independence  requirements in
order to qualify for quotation on the OTC Bulletin Board.

The NASDAQ Stock Market has instituted  director  independence  guidelines  that
have been adopted by the  Securities  & Exchange  Commission.  These  guidelines
provide that a director is deemed  "independent"  only if the board of directors
affirmatively  determines that the director has no relationship with the company
which, in the board's opinion,  would interfere with the director's  exercise of
independent  judgment in carrying out his or her  responsibilities.  Significant
stock ownership will not, by itself, preclude a board finding of independence.

For NASDAQ Stock Market listed companies,  the director  independence rules list
six types of disqualifying  relationships that preclude an independence  filing.
The company's board of directors may not find independent a director who:

1.       is an employee of the company or any parent or subsidiary of the
         company;

2.       accepts, or who has a family member who accepts,  more than $60,000 per
         year in payments  from the company or any parent or  subsidiary  of the
         coampny other than (a) payments from board or committee  services;  (b)
         payments arising solely from  investments in the company's  securities;
         (c)  compensation  paid  to a  family  member  who  is a  non-executive
         employee of the company' (d) benefits under a tax qualified  retirement
         plan or non-discretionary  compensation;  or (e) loans to directors and
         executive officers permitted under Section 13(k) of the Exchange Act;

3.       is a family member of an individual who is employed as an executive
         offier by the company or any parent or subsidiary of the company;

4.       is,  or has a family  member  who is, a partner  in,  or a  controlling
         shareholder or an executive  officer of, any  organization to which the
         company made, or from which the company received, payments for property
         or  services  that  exceed  5% of the  recipient's  consolidated  gross
         revenues for that year, or $200,000,  whichever is more, other than (a)
         payments arising solely from investments in the company's securities or
         (b) payments under  non-discretionary  charitable contribution matching
         programs;

5.       is employed, or who has a family member who is employed, as an
         executive officer of another company whose compensation
         committee includes any executive officer of the listed company; or

6.       is, or has a family member who is, a current partner of the company's
         outside auditor, or was a partner or employee of the company's outside
         auditor who worked on the company's audit.

None of these six  factors  apply to our  directors.  Accordingly,  our board of
directors  has  determined  that our two  directors,  namely Dr. Tim Sun and Mar
Bergstrom, are independent under these rules.


Stock Option Grants

We have not  granted  any stock  options  to the  executive  officers  since our
inception.

                                       29



Consulting Agreements


We do not  have any  employment  or  consulting  agreement  with Dr.  Sun or Ms.
Bergstrom.  We do not pay them any amount for acting as  directors.  Both of our
directors have agreed to volunteer their time to our business for the time being
in order to allow us to focus our fiscal  resources on operations with a view to
increasing the value of their personal stock positions in the company. Our Board
of Directors has not identified any triggering  events that would determine when
compensation  will be paid to Dr. Sun or Ms. Bergstrom or what the terms of such
compensation would be.




Financial Statements

Index to Financial Statements:

1. Report of Independent Registered Public Accounting Firm;

2. Audited financial statements for the periods ending January 31, 2007 and
2006, including:

  a. Balance Sheets;

  b. Statements of Operations;

  c. Statements of Cash Flows;

  d. Statements of Stockholders' Equity; and

  e. Notes to the Financial Statements


                                       30





                           GEOPULSE EXPLORATIONS INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                JANUARY 31, 2007












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS


                                       31






                                                                     
[DALE MATHESON           Partnership of:           Robert J Burkart, Inc.     James F Carr-Hilton, Ltd.
[CARR-HILTON LABONTE     Alvin F Dale, Ltd.        Peter J Donaldson, Inc.    R.J. LaBonte, Ltd.
-------------------      Robert J Matheson, Inc.   Fraser G Ross, Ltd.
[CHARTERED ACCOUNTANTS LOGO]



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------


To the Stockholders and Board of Directors of Geopulse Explorations Inc.:

We have audited the balance sheets of Geopulse  Explorations Inc (an exploration
stage company) as at January 31, 2007 and 2006 and the statements of operations,
stockholders'  equity and cash flows for the years  ended  January  31, 2007 and
2006,  and for the period from August 13, 2004  (inception) to January 31, 2007.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements  and  assessing the  accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial position of the Company as at January 31, 2007 and 2006
and the results of its  operations  and cash flows and changes in  stockholders'
equity for the year ended  January  31,  2007 and 2006,  and for the period from
August 13, 2004  (inception) to January 31, 2007 in conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  to date the Company  has not  generated  revenues  since
inception,  has incurred  losses in developing its business,  and further losses
are anticipated.  The Company requires  additional funds to meet its obligations
and finance its  operations.  These  factors raise  substantial  doubt about the
Company's  ability to continue as a going  concern.  Management's  plans in this
regard are  described  in Note 1. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

                                                                         "DMCL"

                                           DALE MATHESON CARR-HILTON LABONTE LLP
                                                           CHARTERED ACCOUNTANTS

Vancouver, Canada
March 23, 2007

Vancouver Suite 1700 - 1140 West Pender Street, Vancouver, B.C., Canada V6E 4G1,
                       Tel: 604 687 4747 Fax: 604 687-4216
          Suite 1300 - 1140 West Pender Street - Regulatory and Tax Practices
                                                 Office
                       Tel: 604 687 4747 Fax: 604 689 2778
Port Coquitlam  P.O. Box 217, 2232D Elgin Avenue, Port Coquitlam, B.C., Canada
                V3C 3V7, Tel: 604 941 8266 Fax: 604 941 0971
Surrey          Suite 303-7337 137th Street, Surrey, B.C., Canada V3W 1A4,
                Tel: 604 572 4586 Fax: 604 572 4587


                                       32






 GEOPULSE EXPLORATIONS INC.
 (An Exploration Stage Company)
 BALANCE SHEETS



 ---------------------------------------------------------------------------------------------------------------------------
                                                                                                 January 31,    January 31,
                                                                                                    2007          2006
                                                                                                   - $ -          - $ -
                                                                                                ------------- --------------
                                                                                                           
 ASSETS

 CURRENT ASSETS
  Cash                                                                                                25,290         41,821
 ===========================================================================================================================

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
  Related party advance (Note 4)                                                                         945          6,500
 ---------------------------------------------------------------------------------------------------------------------------

 Nature of Operations and Going Concern (Note 1)

 STOCKHOLDERS' EQUITY
 Common stock (Note 5)
    Authorized:
    75,000,000 common shares with a par value of $0.001
    Issued and outstanding:
    2,380,000 common shares (2006 : 2,380,000)
                                                                                                       2,380          2,380
    Additional paid-in capital                                                                                       40,620
                                                                                                      40,620
 Deficit accumulated during the exploration stage                                                    (18,655)        (7,679)
 ---------------------------------------------------------------------------------------------------------------------------

                                                                                                      24,345         35,321
 ---------------------------------------------------------------------------------------------------------------------------

                                                                                                      25,290         41,821
 ===========================================================================================================================







   The accompanying notes are an integral part of these financial statements.

                                       33





 GEOPULSE EXPLORATIONS INC.
 (An Exploration Stage Company)
 Statements of Operations


 -----------------------------------------------------------------------------------------------------------------------
                                                                                         Year ended     August 13, 2004
                                                                       Year ended       January 31,     (Inception) to
                                                                    January 31, 2007       2006        January 31, 2007
                                                                         - $ -             - $ -            - $ -
                                                                    ----------------- ---------------- -----------------
                                                                                                
 Expenses


 Mineral interest costs (Note 3)                                              -           2,440                  6,440

 General and administrative                                              10,976             824                 12,215
 -----------------------------------------------------------------------------------------------------------------------

 Net loss                                                               (10,976)         (3,264)              ( 18,655)
 =======================================================================================================================

 Basic and Diluted Net Loss Per Share                                    ( 0.00)          (0.00)
 =====================================================================================================

 Weighted average number of shares outstanding                        2,380,000         420,547
 =====================================================================================================












   The accompanying notes are an integral part of these financial statements.


                                       34




GEOPULSE EXPLORATIONS INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period August 13, 2004 (Inception) to January 31, 2007


---------------------------------------------------------------------------------------------------------------------------

                                                                                                 Deficit
                                                                                               Accumulated
                                                                               Additional       During the
                                                    Common Shares               Paid-in        Exploration
                                                Number        Par Value         Capital           Stage           Total
                                             -------------------------------------------------------------------------------
                                                                                                 
Balance August 13, 2004                                 -  $            -   $            -  $              - $            -

Net loss                                                -               -                -           (4,415)        (4,415)
                                             -------------------------------------------------------------------------------

Balance, January 31, 2005                               -               -                -           (4,415)        (4,415)

Capital stock issued for cash:
  November 2005 at $0.001 per share             1,900,000           1,900           17,100                 -        19,000

 January 2006 at $0.05 per share                  480,000             480           23,520                 -        24,000

Net loss                                                -               -                -           (3,264)        (3,264)
------------------------------------------------------------------------------------------------------------------------------

Balance, January 31, 2006                       2,380,000           2,380           40,620           (7,679)        35,321

Net loss                                                -               -                -          (10,976)       (10,976)
------------------------------------------------------------------------------------------------------------------------------

Balance, January 31, 2007                       2,380,000  $        2,380   $       40,620  $       (18,655) $      24,345
==============================================================================================================================











   The accompanying notes are an integral part of these financial statements.

                                       35



GEOPULSE EXPLORATIONS INC.
(An Exploration Stage Company)
Statements of Cash Flows


-------------------------------------------------------------------------------------------------------------------------------
                                                                                                              August 13, 2004
                                                                            Year ended         Year ended      (Inception) to
                                                                         January 31, 2007   January 31, 2006  January 31, 2007
                                                                               - $ -             - $ -             - $ -
                                                                         ------------------ ----------------- -----------------
                                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                          (10,976)           (3,264)          (18,655)
-------------------------------------------------------------------------------------------------------------------------------
Net cash used in operations                                                       (10,976)           (3,264)          (18,655)
-------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Related party advance                                                              (5,555)                 -               945
Shares issued for cash                                                                   -            43,000            43,000
-------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                          (5,555)            43,000            43,945
-------------------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                                                   (16,531)            39,736            25,290

CASH, BEGINNING                                                                    41,821             2,085                 -

-------------------------------------------------------------------------------------------------------------------------------
CASH, ENDING                                                                       25,290            41,821            25,290
===============================================================================================================================

Supplemental cash flow information:
Cash paid for:

 -Interest                                                                               -                 -                 -
===============================================================================================================================
 -Income taxes                                                                           -                 -                 -
===============================================================================================================================







   The accompanying notes are an integral part of these financial statements.

                                       36



GEOPULSE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes To The Financial Statements
January 31, 2007
--------------------------------------------------------------------------------

1.       NATURE OF OPERATIONS AND GOING CONCERN

Geopulse  Explorations  Inc. (the  "Company") was  incorporated  in the State of
Nevada on August 13,  2004 and is in the  exploration  stage.  The  Company  has
acquired a mineral interest located in the Province of British Columbia, Canada,
and has not yet  determined  whether this  interest  contains  reserves that are
economically  recoverable.  The recoverability of costs incurred for acquisition
and  exploration  of the  property  will be  dependent  upon  the  discovery  of
economically recoverable reserves, confirmation of the Company's interest in the
underlying property, the ability of the Company to obtain necessary financing to
satisfy  the  expenditure  requirements  under  the  property  agreement  and to
complete the development of the property and upon future  profitable  production
or proceeds from the sale thereof.

Going Concern

These  financial  statements  have been  prepared on a going concern basis which
assumes  the  Company  will be able to  realize  its assets  and  discharge  its
liabilities  in the normal course of business.  The Company has incurred  losses
since inception resulting in an accumulated deficit of $18,655 as at January 31,
2007 and further  losses are  anticipated  in the  development  of its  business
raising doubt about the Company's  ability to continue as a going  concern.  The
ability to continue as a going concern is dependent upon the Company  generating
profitable  operations in the future and/or obtaining the necessary financing to
meet its  obligations  and repay its  liabilities  arising from normal  business
operations  when they come due.  Management  intends to finance  operating costs
over the next twelve months with existing cash on hand and loans from  directors
and/or private placement of common stock.


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial  statements  of the Company have been prepared in accordance  with
generally accepted accounting principles in the United States of America and are
presented in US dollars.

Exploration Stage Company

The Company complies with Financial  Accounting  Standards Board Statement No. 7
"Accounting and Reporting by Development Stage Enterprises" in its
characterization of the Company as an exploration stage enterprise.

Foreign Currency Translation

Transaction amounts denominated in foreign currencies are translated at exchange
rates  prevailing at transaction  dates.  Carrying values of monetary assets and
liabilities are adjusted at each balance sheet date to reflect the exchange rate
at that date. Non-monetary assets and liabilities are translated at the exchange
rate on the original  transaction  date.  Gains and losses from  restatement  of
foreign  currency assets and liabilities are included in  comprehensive  income.
Revenues and expenses are translated at the rates of exchange  prevailing on the
dates such items are recognized in the statements of operations.

Mineral Interests

The Company is primarily engaged in the acquisition, exploration and development
of mineral  properties.  Mineral property  acquisition  costs are capitalized in
accordance  with EITF 04-2 when  management has determined  that probable future
benefits  consisting  of a  contribution  to  future  cash  inflows,  have  been
identified and adequate financial  resources are available or are expected to be
available  as required to meet the terms of property  acquisition  and  budgeted
exploration and development expenditures. Mineral property acquisition costs are
expensed as incurred if the  criteria  for  capitalization  is not met.  Mineral
property exploration costs are expensed as incurred. When it has been determined
that  a  mineral  property  can  be  economically   developed  as  a  result  of
establishing proven and probable reserves, the costs incurred

                                       37



GEOPULSE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes To The Financial Statements
January 31, 2007
--------------------------------------------------------------------------------

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral Interests (continued)

to develop such  property  are  capitalized.  As of the date of these  financial
statements,  the Company has incurred only  acquisition  and  exploration  costs
which have been expensed.  To date the Company has not established any proven or
probable reserves on its mineral properties.

Use of Estimates and Assumptions

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

Financial instruments

The Company's  financial  instruments  consist of cash and advances from related
party. The fair values of these financial instruments approximate their carrying
values due to the  short-term  maturity of those  instruments.  In  management's
opinion,  the  Company is not exposed to  significant  interest  rate,  currency
exchange  rate or credit risk  arising  from these  financial  instruments.  The
Company is not party to any derivative instruments.

Environmental Costs

Environmental  expenditures  that relate to current  operations  are expensed or
capitalized as appropriate.  Expenditures  that relate to an existing  condition
caused by past  operations,  and which do not  contribute  to  current or future
revenue  generation,  are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or the Company's commitments to plan of action
based on the then known facts.

Income Taxes

The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred  income tax assets and liabilities are recognized for the
estimated tax  consequences  attributable  to differences  between the financial
statement  carrying  values and their  respective  income  tax basis  (temporary
differences).  The effect on  deferred  income tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment  date.  At  January  31,  2007 a full  deferred  tax  asset  valuation
allowance has been provided and no deferred tax asset benefit has been recorded.

Loss Per Share

The Company  computes loss per share in accordance with SFAS No. 128,  "Earnings
per Share" which requires  presentation  of both basic and diluted  earnings per
share  on the face of the  statement  of  operations.  Basic  loss per  share is
computed by dividing net loss available to common  shareholders  by the weighted
average number of outstanding common shares during the period.  Diluted loss per
share gives effect to all dilutive  potential common shares  outstanding  during
the period  including  stock  options and warrants  using the  treasury  method.
Dilutive loss per share excludes all potential  common shares if their effect is
anti-dilutive.

                                       38



GEOPULSE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes To The Financial Statements
January 31, 2007
--------------------------------------------------------------------------------

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-based Compensation

The Company  has not  adopted a stock  option plan and has not granted any stock
options. Accordingly, no stock-based compensation has been recorded to date.

Recent Accounting Pronouncements

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities".  This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized  gains and losses on items for which the fair  value  option has been
elected are  reported in earnings.  SFAS No. 159 is  effective  for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to  recognize  the over funded or under  funded  status of a defined
benefit post retirement  plan (other than a  multiemployer  plan) as an asset or
liability in its statement of financial  position,  and to recognize  changes in
that funded status in the year in which the changes occur through  comprehensive
income.  SFAS No. 158 is effective  for fiscal  years ending after  December 15,
2006.  The adoption of SFAS No. 158 had no impact on the  financial  position or
results of operations of the Company.

In September  2006,  the FASB issued SFAS No. 157, "Fair Value  Measures".  This
Statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles (GAAP),  expands disclosures about
fair value measurements,  and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements.  However,  the FASB anticipates that for some entities,
the  application of SFAS No. 157 will change current  practice.  SFAS No. 157 is
effective  for  financial  statements  issued for fiscal years  beginning  after
November  15,  2007,  which for the Company  would be the fiscal year  beginning
February 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does  not  expect  that it will  have a  material  impact  on its  financial
statements.


In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors. SAB No. 108 is effective for periods ending after November
15, 2006.  The adoption of SFAS No. 158 had no impact on the financial  position
or results of operations of the Company.


3.       MINERAL INTERESTS

Cathi 1 Claim, British Columbia, Canada

On August 13,  2004,  the Company  acquired a 100%  undivided  right,  title and
interest in the "Cathi 1" claim  located in the  province  of British  Columbia,
Canada for $4,000.  Cumulative  property costs expensed to January 31, 2007 were
$6,440 (January 31, 2006: $6,440).

                                       39



GEOPULSE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes To The Financial Statements
January 31, 2007
--------------------------------------------------------------------------------


4.       RELATED PARTY TRANSACTIONS

As at  January  31,  2007,  a balance  of $945  (2006 - $6,500)  is owing to the
corporate manager of the Company. The amount is unsecured,  non-interest bearing
and has no specified terms of repayment.



5.       COMMON STOCK

The total number of common shares  authorized  that may be issued by the Company
is 75,000,000  shares with a par value of $0.001 per share and no other class of
shares is authorized.

During the year ended January 31, 2006, the Company issued  1,900,000  shares of
common stock at $0.001 per share for total cash  proceeds of $19,000 and 480,000
shares of common stock at $0.05 for total cash proceeds of $24,000.

At January 31, 2007,  there were no  outstanding  stock  options or warrants and
accordingly the Company has not recorded any stock based compensation.



6.       INCOME TAXES

As of January 31, 2007,  the Company had net  operating  loss carry  forwards of
approximately  $19,000  that may be available to reduce  future  years'  taxable
income  through 2027.  Future tax benefits  which may arise as a result of these
losses  have  not  been  recognized  in  these  financial  statements,  as their
realization is determined  not likely to occur.  The Company has recorded a full
valuation  allowance  against the deferred tax asset  relating to these tax loss
carry-forwards.





                                       40








                  Changes In And Disagreements With Accountants

We have had no changes in or disagreements with our accountants.

Until   _________________,   all  dealers  that  effect  transactions  in  these
securities  whether or not  participating  in this offering,  may be required to
deliver a prospectus.  This is in addition to the dealer's obligation to deliver
a  prospectus  when  acting as  underwriters  and with  respect to their  unsold
allotments or subscriptions.

                                     Part II

                   Information Not Required In The Prospectus

Indemnification Of Directors And Officers

Our officers and directors  are  indemnified  as provided by the Nevada  Revised
Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's  articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

         (1)      a willful failure to deal  fairly  with  the  company  or  its
                  shareholders in connection with a matter in which the director
                  has a material conflict of interest;

         (2)      a  violation   of  criminal  law  (unless  the   director  had
                  reasonable cause to believe that his or her conduct was lawful
                  or no reasonable  cause to believe that his or her conduct was
                  unlawful);

         (3)      a  transaction  from  which  the  director derived an improper
                  personal profit; and

         (4)      willful misconduct.

Our bylaws  provide that we will  indemnify  our  directors  and officers to the
fullest  extent not  prohibited by Nevada law;  provided,  however,  that we may
modify the  extent of such  indemnification  by  individual  contracts  with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in  connection  with any  proceeding  (or part
thereof) initiated by such person unless:

         (1)      such indemnification is expressly required to be made by law;

         (2)      the proceeding was authorized by our Board of Directors;

         (3)      such  indemnification  is  provided  by   us,   in   our  sole
                  discretion, pursuant to the powers vested us under Nevada law;
                  or

         (4)      such indemnification is required to be  made  pursuant  to the
                  bylaws.

                                       41



Our bylaws provide that we will advance all expenses  incurred to 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, whether civil, criminal, administrative
or  investigative,  by  reason  of the fact  that he is or was our  director  or
officer,  or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding,  promptly  following  request.  This
advanced  of  expenses  is to be made upon  receipt of an  undertaking  by or on
behalf of such person to repay said amounts  should it be ultimately  determined
that  the  person  was not  entitled  to be  indemnified  under  our  bylaws  or
otherwise.

Our bylaws also  provide  that no advance  shall be made by us to any officer in
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  if a  determination  is reasonably and promptly made: (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-  making  party  at the time  such  determination  is made  demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee          $          8.99
Transfer Agent Fees                                          $       1000.00
Accounting and auditing fees and expenses                    $      7,500.00
Legal fees and expenses                                      $     15,000.00
Edgar filing fees                                            $      1,500.00
                                                             ---------------
Total                                                        $     25,008.99
                                                             ===============

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the  offering  listed  above.  No portion of these
 expenses will be borne by the selling  shareholders.  The selling shareholders,
 however,  will pay any other  expenses  incurred in selling their common stock,
 including any brokerage
commissions or costs of sale.

Recent Sales of Unregistered Securities

We  completed  an offering of 700,000  shares of our common  stock at a price of
$0.001 per share on November 15, 2005 to Tim Sun, our  President  (as to 350,000
shares) and Mar Bergstrom (as to 350,000  shares),  our Secretary and Treasurer.
The total amount received from this offering was $7,000.

These  shares  were issued  pursuant  to  Regulation  S of the  Securities  Act.
Appropriate  legends were affixed to the stock  certificates  representing these
shares.

                                       42



We completed  an offering of 1,200,000  shares of our common stock at a price of
$0.001 per share to a total of twelve purchasers on November 28, 2005. The total
amount  received  from this  offering  was $1,200.  We completed  this  offering
pursuant to Regulation S of the Securities Act. The purchasers were as follows:



                Name of Shareholder                             Number of Shares

                Hang Pan                                        100,000
                Wei Gao                                         100,000
                Xiao Dong Liu                                   100,000
                Jane Liu                                        100,000
                Huoqi Chen                                      100,000
                Xueying Zeng                                    100,000
                Tianying Zeng                                   100,000
                Helen Gao                                       100,000
                Shi You Liu                                     100,000
                Mattew Liang                                    100,000
                Zhiquan Cai                                     100,000
                Yanxia Liu                                      100,000

We  completed  an offering of 480,000  shares of our common  stock at a price of
$0.05 per share to a total of thirty  purchasers on January 20, 2006.  The total
amount  received  from this  offering was $24,000.  We completed  this  offering
pursuant to Regulation S of the Securities Act. The purchasers were as follows:

                Name of Shareholder                             Number of Shares

                David Lee Bergstrom                             16,000
                Steven Bergstrom                                16,000
                Weidong Yu                                      16,000
                Tianyu Zhang                                    16,000
                Jun Yao                                         16,000
                Eric Hsu                                        16,000
                Chong Chuen Chung                               16,000
                Saibao Li                                       16,000
                Demi Zeng                                       16,000
                Xianfeng Liu                                    16,000
                Hui Zhao                                        16,000
                Yuping Liu                                      16,000
                Cheng Han Li                                    16,000
                Yue Yao                                         16,000
                Nancy Ho                                        16,000
                Greta S. F. Ho                                  16,000
                Patrick Wong                                    16,000
                Jesse Chan                                      16,000
                Bei Zhou                                        16,000
                Da Xin Ma                                       16,000

                                       43



                Name of Shareholder                             Number of Shares

                Haipei Sun                                      16,000
                Xuedong Zhang                                   16,000
                Limei Zhou                                      16,000
                Dwayne Yaretz                                   16,000
                Alex Von Kleist                                 16,000
                Ben Zhang                                       16,000
                Kwok Sing Wu                                    16,000
                Zhen Hao Yin                                    16,000
                Polo (Canada) Investment & Management Corp.     16,000
                Yanhui Guo                                      16,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or  benefit  of  a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;

Each  purchaser  of the  securities  agreed to resell  such  securities  only in
accordance with the provisions of Regulation S, pursuant to  registration  under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in  hedging  transactions  with  regard to such  securities  unless in
compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration; and that
hedging  transactions  involving those securities may not be conducted unless in
compliance with the Act; and

We are  required,  either by contract or a  provision  in its bylaws,  articles,
charter or  comparable  document,  to refuse to  register  any  transfer  of the
securities  not made in accordance  with the provisions of Regulation S pursuant
to  registration  under the Act,  or  pursuant to an  available  exemption  from
registration;  provided,  however,  that  if any  law of any  Canadian  province
prevents us from refusing to register  securities  transfers,  other  reasonable
procedures,  such  as a  legend  described  in  paragraph  (b)(3)(iii)(B)(3)  of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.

                                       44




                                    Exhibits

Exhibit
Number               Description


  3.1                Articles of Incorporation*
  3.2                Bylaws*
  5.1                Legal opinion
 10.1                Bill of Sale Absolute dated August 13, 2004*
 23.1                Consent of Dale Matheson Carr-Hilton LaBonte, Chartered
                     Accountants
 23.2                Consent of Dr. Kenneth M. Dawson, professional geologist

*  filed as an exhibit to our registration statement on Form SB-2 dated
   September 22, 2006
** filed as an exhibit to our registration statement on Form SB-2 dated
February 14, 2007


The undersigned registrant hereby undertakes:

1. To file,  during  any  period  in  which it  offers  or sells  securities,  a
post-effective amendment to this registration statement to:

(a)       include any prospectus required by Section 10(a)(3) of  th  Securities
          Act of 1933;

(b)       reflect  in the prospectus any facts or events which, individually  or
          together,  represent  a  fundamental  change  in the information   set
          forth  in  this  registration  statement;   and   notwithstanding  the
          forgoing, any increase or decrease in volume of securities offered (if
          the total dollar value of  securities  offered  would not exceed  that
          which was registered)  and  any  deviation from the low or high end of
          the  estimated  maximum  offering  range  may be reflected in the form
          of prospectus filed with the commission pursuant to Rule 424(b) if, in
          the  aggregate,  the changes in the volume and price represen  no more
          than a 20% change in the  maximum  aggregate offering  price set forth
          in the  "Calculation  of  Registration  Fee"  table  in  the effective
          registration Statement; and

(c)       include any additional or changed material information on the plan  of
          distribution.

2. That, for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  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 hereby which remain unsold at the termination of the
offering.

4. That, for determining our liability under the Securities Act to any purchaser
in the initial  distribution of the  securities,  we undertake that in a primary
offering of our securities pursuant to this registration  statement,  regardless
of the underwriting method used to sell the securities to the purchaser,  if the
securities  are  offered  or sold  to  such  purchaser  by  means  of any of the
following  communications,  we will be a  seller  to the  purchaser  and will be
considered to offer or sell such securities to such purchaser:

     (i)   any preliminary prospectus or prospectus that we file relating to the
           offering  required to be filed pursuant to Rule 424 (Section  230.424
           of this chapter);

    (ii)   any free writing prospectus relating to the  offering  prepared by or
           on our behalf or used or referred to by us;

                                       45



   (iii)  the  portion  of any other free  writing  prospectus  relating  to the
          offering  containing  material  information about us or our securities
          provided by or on behalf of us; and

   (iv)   any other communication that is an offer in the offering made by us to
          the purchaser.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our directors,  officers and controlling persons pursuant to the
provisions above, or otherwise,  we have 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 us of expenses  incurred  or paid by one of our  directors,
officers,  or controlling  persons in the successful defense of any action, suit
or  proceeding,  is asserted by one of our directors,  officers,  or controlling
person in connection with the securities being  registered,  we 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 Securities Act, and
we will be governed by the final adjudication of such issue.

                                   Signatures

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form SB-2 and authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Vancouver, Province of British Columbia on May 29, 2007.

                                            Geopulse Exploration Inc.

                                            By:/s/ Tim Sun
                                            ------------------------------
                                            Tim Sun, President, Chief
                                            Executive Officer and Director

In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated.


SIGNATURE                 CAPACITY IN WHICH SIGNED                     DATE

/s/ Tim Sun               President, Chief Executive          May 29, 2007
-----------------------   Officer, Chief Financial Officer,
Tim Sun                   principal financial officer, principal
                          accounting officer and director


/s/ Mar Bergstrom         Secretary, Treasurer and Director   May 29, 2007
-----------------------
Mar Bergstrom

                                       46