SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


____________________________




FORM
10-KSB


____________________________





x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the fiscal year ended May 31, 2008





 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE TRANSITION PERIOD FROM
              _______________
      to
      _______________




Commission
File # 000-53375




GUINNESS
EXPLORATION, INC.


(Exact
name of small business issuer as specified in its charter)




Nevada


(State or
other jurisdiction of incorporation or organization)




98-0465540


(IRS
Employer Identification Number)




1312
North Monroe Street


Spokane,
Washington 99201


(Address
of principal executive offices)





(509)
252-9157


(Issuer’s telephone
number)





Securities
registered under Section 12(b) of the Exchange Act:





Title
      of each class:
            Name
      of each exchange on which registered:None
            The issuer’s shares
      are not yet listed for trading on an exchange or stock
      market





Securities
registered under Section 12(g) of the Exchange Act:





Title of
class:


Not
Applicable





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes o No x




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy information incorporated
by reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB. x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes x No o





The
issuer earned nil revenues of during fiscal year 2008.





The
issuer’s shares are not yet listed for trading and therefore the issuer cannot
state an aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the average bid and asked price of
such common equity, as of a specified date within the past 60 days





The
issuer had 71,825,000 shares of common stock issued and outstanding as of August
28, 2008.





Transitional
Small Business Disclosure Format (Check One): Yes o No x



















ii





TABLE OF CONTENTSPagePART IItem 1.
            Description of Business
            1Item 2.
            Description of Property
            2Item 3.
            Legal Proceedings
            2Item 4.
            Submission of Matters to a Vote of Security
      Holders
            2PART
    IIItem 5.
            Market for Common Equity and Related Stockholder
      Matters
            3Item 6.
            Management’s Discussion and Analysis
            3Item 7.
            Financial Statements
            F-1(6)to
      F-13Item 8.
            Changes In and Disagreements With Accountants on Accounting
      and Financial Disclosure
            19Item 8A.
            Controls and Procedures
            20Item 8B.
            Other Information
            21PART
    IIIItem 9.
            Directors, Executive Officers, Promoters and Control
      Persons; Compliance With Section 16(a) of the Exchange
    Act
            22Item 10.
            Executive Compensation
            24Item 11.
            Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
            24Item 12.
            Certain Relationships and Related
      Transactions
            25Item 13.
            Exhibits
            25Item 14.
            Principal Accountant Fees and Services
            26Signatures
            27























iii




PART
I







ITEM 1.     DESCRIPTION OF
BUSINESS





This
annual report on Form 10-KSB contains "forward-looking statements" relating to
the registrant, Guinness Exploration Inc., which represent the registrant's
current expectations or beliefs including, statements concerning registrant’s
operations, performance, financial condition and growth.  For this
purpose, any statement contained in this annual report on Form 10-KSB that are
not statements of historical fact are forward-looking statements. Without
limiting the generality of the foregoing, words such as "may", “expect”,
"anticipation", "intend", "could", "estimate", or "continue" or the negative or
other comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, such as credit losses, dependence on management and key personnel
and variability of quarterly results, ability of registrant to continue its
growth strategy and competition, certain of which are beyond the registrant's
control. Should one or more of these risks or uncertainties materialize or
should the underlying assumptions prove incorrect, actual outcomes and results
could differ materially from those indicated in the forward-looking
statements.





OVERVIEW
OF COMPANY





Guinness
Exploration, Inc. (“Guinness”, “We”, the “Registrant”, or the “Company”) was
incorporated in the State of Nevada on July 15, 2005. We are presently a shell
company. In 2006, we purchased a uranium property in Saskatchewan, Canada and in
2008 we determined that we would not proceed with this property and formally
abandoned the project. Currently we are pursuing merger and acquisition
opportunities regarding other mineral exploration projects.





Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles and we have expensed all development expenses related to
the establishment of the company. Our fiscal year end is May 31st.





Since
inception the Company has not been involved in any bankruptcy, receivership or
similar proceedings.





Since
inception the Company has not been involved in any reclassification,
consolidation, or merger arrangements.





REPORTS
TO SECURITY HOLDERS





We are
not currently required to deliver an annual report to our security holders and
do not expect to do so for the foreseeable future.





We are a
reporting company and file Forms 10-QSB quarterly reports and Forms 10-KSB
annual reports with the SEC. We also




1
 Table of Contents


file
other reports including reports on Form 8-K, proxy and information statements
and other
information regarding the Company.  The public may read and copy any
materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth
Street N.W., Washington, D.C. 20549 and/or obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
we are an electronic filer and as such, all items filed by us are available
through an Internet site maintained by the SEC which contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC, which site is available at
http://www.sec.gov.





ITEM 2.    DESCRIPTION OF
PROPERTY





We
presently operate from our office in Spokane, Washington which is located at
1312 North Monroe Street, Spokane, Washington 99201. This office is rented month
to month and there is no lease.





The
Company does not have any investments or interests in real estate, nor real
estate mortgages, nor in securities, nor interests in persons primarily engaged
in real estate activities and therefore has no investment policies related to
such matters. There is no limitation on the Company acquiring such interests and
there is no limitation on the percentage of assets which the Company might
invest in any one of such investments. Additionally, there is no requirement for
the Board of Directors to seek approval through a vote of security holders for
changes to any such policies if such investment policies were implemented in the
future. It is not a policy of the Company to acquire assets neither primarily
for possible capital gains nor primarily for income. At this time the Company
has no intention of investing in any of the aforementioned
investments.





The
Company does not presently own property of any kind.





ITEM 3.    LEGAL
PROCEEDINGS




There are
no material, active or pending legal proceedings against us, nor are we involved
as a plaintiff in any material proceedings or pending litigation. There are no
proceedings in which any of our officer and director, or any registered or
beneficial shareholders are an adverse party or has a material interest adverse
to us.





ITEM 4.     SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS





During
the year ended May 31, 2008, no matters were submitted to a vote of the
Company's security holders, through the solicitation of proxies or
otherwise.










2
 Table of Contents




PART
II




ITEM 5.    MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS





Market
Information





The
Company’s shares are listed on the NASD OTC-BB under the stock symbol GNXP.OB
and have not yet traded. The Company has no senior securities
outstanding.





Holders





As of
August 28, 2008, the Company had 32 shareholders of its common
shares.





Dividends





There are
no restrictions that would limit the Company from paying dividends.





On May
26, 2008, the Company declared a 12 for 1 stock dividend. The Record date and
Payment date for this stock dividend were June 4, 2008 and June 6, 2008
respectively. The Company instructed its Transfer Agent to round up to one for
any fractional interest which resulted in the calculation of the dividend. This
dividend had the effect of increasing the issued and outstanding share capital
of the Company from 5,525,000 shares to 71,825,000 shares. All references in
this Report and our financial statements to stock issued and stock outstanding
have been retroactively adjusted as if the stock dividend had taken place on
July 15, 2005 (inception).





The
Company and has no intention of paying further dividends in the foreseeable
future.





Sales
of Unregistered Securities





There
were no sales of unregistered securities subsequent to the registration of
71,825,000 (5,525,000 pre-dividend) common shares of recorded in our Form SB-2
filing.





Securities
Authorized for Issuance Under Equity Compensation Plans





During
the most recent fiscal year ended, the Company did not have any compensation
plans nor individual compensation arrangements under which it might authorize
the issuance of equity securities, options, or registration rights to employees
or non-employees in exchange for consideration in the form of goods or
services.





ITEM
6.     MANAGEMENTS’ DISCUSSION AND
ANALYSIS





Overview





This
annual report on Form 10-KSB contains "forward-looking statements" relating to
the registrant which represent the registrant's current expectations or beliefs
including, statements concerning registrant’s operations, performance, financial
condition and growth. For this purpose, any statement contained in




3
 Table of Contents





this
annual report on Form 10-KSB that are not statements of historical fact are
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may", "anticipation", "intend", "could", "estimate", or
"continue" or the negative or other comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, such as credit losses, dependence on
management and key personnel and variability of quarterly results, ability of
registrant to continue its growth strategy and competition, certain of which are
beyond the registrant's control. Should one or more of these risks or
uncertainties materialize or should the underlying assumptions prove incorrect,
actual outcomes and results could differ materially from those indicated in the
forward-looking statements.





We are a
start-up, exploration stage company with a limited operating history. We intend
to pursue exploration opportunities regarding mineral exploration projects as
opportunities arise.





Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles and we have expensed all development expenses related to
the establishment of the company.





Operational
Developments





During
the year ended May 31, 2008 material developments in the Company included: (i)
the abandonment of its mineral property investment in Saskatchewan, Canada; (ii)
the issuance of a 12 for 1 stock dividend; and (iii) the resignation of Mr.
Donald Kello as the sole director and officer of the Company and the appointment
of Mr. Michael Juhasz to those same positions.





Results
of Operations for the Comparative Fiscal Years ended May 31, 2008 and May 31,
2007:





Revenues





Since
inception we have earned $nil in revenues.





Operating
Expenses





Our
operating expenses are classified into three categories:


-    
Professional fees


-    
Administrative expenses


-    
Asset Impairments





Professional
Fees


Professional
fees were $15,814 in the twelve months ended May 31, 2008 versus $47,683 for the
same period ended May 31, 2007. During the current twelve month period
professional fees were primarily composed of auditor and accounting fees for the
audit of our May 31, 2007 financial statements and review of our quarterly
financial statements. The decrease in professional fees year over year is
explained by the fact that in 2007 we expended additional resources


4
 Table of
Contents
  toward
complying with SEC requirements regarding the filing of our Form SB-2. During
the coming year, we project professional fees will remain at current
levels.





Administrative
Expenses


Administrative
expenses were $4,925 versus $3,346 respectively for the twelve month periods
ended May 31, 2008 and May 31, 2007. During the current period administrative
fees were primarily composed of Edgar Agent filing fees and rent. We expect
administrative fees to remain at current levels during the coming
year.





Impairment
Loss on Mineral Property


On April
6, 2006 we purchased a uranium property in Saskatchewan, Canada and on July 17,
2008 we determined we would not proceed with this property and formally
abandoned the project. This abandonment is recorded in our financial statements
as an Asset Impairment and totaled $15,985 for the year ended May 31,
2008.





Net
Loss


We
incurred a net loss of $(37,913) for the twelve months ended May 31, 2008
compared with a net loss of $(51,071) for the same period ended May 31,
2007.





Material
Events and Uncertainties





Our
operating results are difficult to forecast. Our prospects should be
evaluated in light of the risks, expenses and difficulties commonly encountered
by comparable early stage companies in mineral resource markets.





There can
be no assurance that we will successfully address such risks, expenses and
difficulties and cannot assure you that we will become profitable in the
future.





Liquidity
and Capital Resources





Since the
date of our incorporation, we have raised $53,500 though private placements of
our common shares and $42,875 through shareholder loans. As of May 31, 2008 we
had cash on hand of $9,503 and prepaid expenses of $1,115. We project we will
need to raise additional funds during the coming twelve months and expect we
will receive sufficient shareholder loans from our President to cover our
operating requirements. However, we also project we will need to raise
additional equity to provide the funds necessary to explore and develop our
current property and have plans to pursue further sales of common shares to
existing shareholders and the public.





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.




5
 Table of Contents




ITEM 7.    FINANCIAL
STATEMENTS





GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)








INDEX
TO FINANCIAL STATEMENTS





Fiscal
Year Ended May 31, 2008





PageReports of Independent Registered Public Accounting
      Firms
            F-2 – F-3Financial
      Statements:
            F-4Balance Sheets
            F-4Statements
      of Operations
            F-5Statement of
      Stockholders’ Equity
            F-6Statements
      of Cash Flows
            F-7Notes to
      Financial Statements
            F-8 to F-13


























F-1


6
 Table of Contents


GUINNESS EXPLORATION INC.


(an
Exploration Stage Company)






Madsen
& Associates CPA’s Inc.


684 East
Vine Street #3, Murray, Utah 84107





Ted
      A. Madsen, CPA
            Member:
            American
      Institute ofCertified
      Public AccountantsUtah
      Association ofCertified
      Public Accountants




To Board
of Directors and


Stockholders
of Guinness Exploration, Inc.





Report
of Independent Registered Public Accounting Firm





We have
audited the accompanying balance sheet of Guinness Exploration, Inc. (the
Company), an exploration stage company, as of May 31, 2008 and the statements of
operations, stockholders’ equity and cash flows for the year then ended. We did
not audit the statements of operations, stockholders’ equity, and cash flows for
the year ended May 31, 2007 or for the period from July 15, 2005 through May 31,
2007. Those financial statements were audited by other auditors whose reports
have been furnished to us. Our opinion on the statements of operations,
stockholders’ equity, and cash flows for the year ended May 31, 2007 and for the
period from July 15, 2005 to May 31, 2007 is based solely upon the report of
other auditors. These financial statements are the responsibility of the
Company’s managements. 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 the audits to obtain reasonable assurance about 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 audit 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, 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, the financial statements referred to above present fairly, in all
material respects, the financial position of Guinness Exploration, Inc., an
exploration stage company, as of May 31, 2008 and the results of its operations
and its cash flows for the year then ended, 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. The Company does not have the necessary
working capital for its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Management’s plans in regard to
these matters are described in Note 3 to the financial statements. These
financial statements do not include any adjustments that might result for the
outcome of this uncertainty.





/s/
Madsen & Associates CPAs, Inc.


Madsen
& Associates CPAs, Inc.


Salt Lake
City, Utah


August
25, 2008






F-2


7
 Table of Contents




GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)




Report
of Independent Registered Public Accounting Firm






Board of
Directors


Guinness
Exploration Inc.




We have
audited the accompanying statements of operations, stockholders’ equity, and
cash flows of Guinness Exploration Inc. (An Exploration Stage Company) for the
year ended May 31, 2007 and for the period from July 15, 2005 (date of
inception) through May 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 audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about 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 audit 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, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of its operations, stockholders’ equity, and its
cash flows of Guinness Exploration Inc (An Exploration Stage Company) for the
year ended May 31, 2007 and for the period from July 15, 2005 (date of
inception) through May 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 described in Note 3, the Company has
accumulated operating losses since its inception and has limited business
operations, which raise substantial doubt about the Company’s ability to
continue as a going concern. Management's plan in regard to this matter is also
discussed in Note 3. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.




/s/
Schumacher & Associates, Inc.




Schumacher
& Associates, Inc.


Certified
Public Accountants


2525
Fifteenth Street, Suite 3H


Denver,
Colorado 80211




August
22, 2007











F-3


8
 Table of Contents




GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)




Balance Sheet




May
      31, 2008ASSETSCURRENT
      ASSETSCash
            
            $
            9,503Prepaid
      expenses
            
            
            1,115Total
      current assets
            
            
            10,618OTHER
      ASSETSMineral
      property (Notes 2 and 5)
            
            
            -Total
      other assets
            
            
            -Total
      assets
            
            $
            10,618LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable
            
            $
            1,575Accrued
      liabilities
            
            
            3,766Shareholder
      loan (Note 8)
            
            
            41,609Total
      current liabilities
            
            
            46,950STOCKHOLDERS’
      EQUITY (DEFICIT)Common
      shares, 75,000,000 shares with par value $0.001 authorized,71,825,000
      shares issued and outstanding (Notes 4 and 7)
            
            
            71,825Paid-in
      Capital (Note 7)
            
            
            (18,325
            )Accumulated
      deficit in the development stage
            
            
            (89,832
            )Total
      stockholders’ equity (deficit)
            
            
            (36,332
            )Total liabilities and stockholders’ equity
            
            $
            10,618














The
accompanying notes to financial statements are an integral part of this
statement





F-4


9
 Table of Contents


GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)




Statements of Operations





Year
      ended
              May
      31, 2008
            
            
            Year
      ended
              May
      31, 2007
            
            
            July
      15, 2005 (inception) through
              May
      31, 2008EXPENSES:Professional
      fees
            
            $
            15,814
            
            
            $
            47,683
            
            
            $
            63,497Administrative
      expenses
            
            
            4,925
            
            
            
            3,346
            
            
            
            9,084Impairment
      loss on mineral property
            
            
            15,985
            
            
            
            -
            
            
            
            15,985Total
      expenses
            
            
            36,724
            
            
            
            51,029
            
            
            
            88,566Net
      (loss) from Operations
            
            
            (36,724
            )
            
            
            (51,029
            )
            
            
            (88,566
            )Interest
      expense
            
            
            (1,189
            )
            
            
            (42
            )
            
            
            (1,266
            )Net
      (loss)
            
            $
            (37,913
            )
            
            $
            (51,071
            )
            
            $
            (89,832
            )Loss
      per common share
            
            $
            nil
            
            
            $
            nilWeighted
      average shares  Outstanding
            
            
            71,825,000
            
            
            
            71,825,000



































The
accompanying notes to financial statements are an integral part of this
statement





F-5


10
 Table of Contents


GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)




Statement of Stockholders’ Equity


From July
15, 2005 (Inception) through May 31, 2008





DeficitAccumulatedDuring
      the
            
            
            TotalCommon
            
            
            Common
            
            
            Paid-in
            
            
            Exploration
            
            
            Stockholders’Shares
            
            
            Stock
            
            
            Capital
            
            
            Stage
            
            
            EquityBalance,
      July 15, 2005 (Inception)
            
            
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —Common
      shares issued for cash at $0.001
              February
      7, 2006
            
            
            39,000,000
            
            
            $
            39,000
            
            
            $
            (36,000
            )
            
            $
            —
            
            
            $
            3,000Common
      shares issued for cash at $0.02 during the
              Period
      ended May 31, 2006
            
            
            32,825,000
            
            
            $
            32,825
            
            
            $
            17,675
            
            
            $
            —
            
            
            $
            50,500Net
      loss for the period fromJuly 15, 2005 (inception)
              to
      May 31, 2006
            
            
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            (848
            )
            
            $
            (848
            )Balance,
      May 31, 2006
            
            
            71,825,000
            
            
            $
            71,825
            
            
            $
            (18,325
            )
            
            $
            (848
            )
            
            $
            52,652Net
      loss for year ended May 31, 2007
            
            
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            (51,071
            )
            
            $
            (51,071
            )Balance,
      May 31, 2007
            
            
            71,825,000
            
            
            $
            71,825
            
            
            $
            (18,325
            )
            
            $
            (51,919
            )
            
            $
            1,581Net
      loss for year ended May 31, 2008
            
            
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            (37,913
            )
            
            $
            (37,913
            )Balance,
      May 31, 2008
            
            
            71,825,000
            
            
            $
            71,825
            
            
            $
            (18,325
            )
            
            $
            (89,832
            )
            
            $
            (36,332
            )


























The
accompanying notes to financial statements are an integral part of this
statement





F-6


11
 Table of Contents


GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)




Statement of Cash Flows





Year
      ended
              May
      31, 2008
            
            
            Year
      ended
              May
      31, 2007
            
            
            July
      15, 2005 (inception) through
              May
      31, 2008Cash
      flows from operating activities:Net loss for the
      period
            
            $
            (37,913
            )
            
            $
            (51,071
            )
            
            $
            (89,832
            )Reconciling
      adjustments:Adjustments to reconcile net
      lossto net cash used in operating
      activitiesNet change in operating assets
      and liabilitiesPrepaid expenses
            
            
            (801
            )
            
            
            4,686
            
            
            
            (1,115
            )Accounts payable and accrued liabilities
            
            
            (14,971
            )
            
            
            20,277
            
            
            
            5,341Mineral property impairments
            
            
            15,985
            
            
            
            —
            
            
            
            15,985Net
      cash (used) by operating activities
            
            
            (37,700
            )
            
            
            (26,108
            )
            
            
            (69,621
            )Cash
      flows from investing activities:Purchase of Mineral Property
            
            
            —
            
            
            
            —
            
            
            
            (15,985
            )Net
      cash (used) by investing activities
            
            
            —
            
            
            
            —
            
            
            
            (15,985
            )Cash
      flows from financing activities:Common stock issued for
      cash
            
            
            —
            
            
            
            —
            
            
            
            53,500Loans by
    stockholders
            
            
            40,796
            
            
            
            —
            
            
            
            41,609Net
      cash provided by financing activities
            
            
            40,796
            
            
            
            —
            
            
            
            95,109Net
      increase (decrease) in cash
            
            
            3,096
            
            
            
            (26,108
            )
            
            
            9,503Cash,
      beginning of period
            
            
            6,407
            
            
            
            32,515
            
            
            
            —Cash,
      end of period
            
            $
            9,503
            
            
            $
            6,407
            
            
            $
            9,503













The
accompanying notes to financial statements are an integral part of this
statement





F-7


12
 Table of Contents


GUINNESS EXPLORATION
INC.


(an
Exploration Stage Company)




Notes to Financial Statements




Note
1 – Operations





Organization
and Description of Business





Guinness
Exploration, Inc. (“Guinness”, “We”, the “Registrant”, or the “Company”) was
incorporated in the State of Nevada on July 15, 2005. We are presently a shell
company. In 2006, we purchased a uranium property in Saskatchewan, Canada and in
2008 we determined that we would not proceed with this property and formally
abandoned the project. Currently we are pursuing merger and acquisition
opportunities regarding other mineral exploration projects.





Our
fiscal year end is May 31st.





Exploration
Stage Activities





The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations. The Company was formed for
the purposes of acquiring exploration and development stage mineral properties.
The Company has not commenced business operations.





Note
2 – Basis of Presentation and Summary of Significant Accounting
Policies





Basis
of Presentation





The
financial statements and notes are representations of the Company’s management,
who are responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles in the United
States of America and have been consistently applied in the preparation of the
financial statements, which are stated in U.S. Dollars.





This
summary of significant accounting policies is presented to assist in
understanding Guinness Exploration Inc.’s financial statements. The financial
statements reflect the following significant accounting policies:





Exploration
Stage Company





The
Company is an exploration stage company as defined in the Financial Accounting
Standards Board (“FASB”) Statements of Financial Accounting Standards (“SFAS”)
No. 7. The Company is devoting substantially all of its present efforts to
establish a new business and none of its planned principal operations have
commenced.  As an exploration stage enterprise, the Company discloses the
deficit accumulated during the exploration stage and the cumulative statements
of operations and cash flows from inception to the current balance sheet
date.








F-8


13
 Table of Contents


GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)





Notes
to Financial Statements




Mineral
Properties and Exploration Expenditures





The
Company expenses all costs incurred on mineral properties to which it has
secured exploration rights prior to the establishment of proven and
probable reserves. If and when proven and probable reserves are determined for a
property and a feasibility study prepared with respect to the property, then
subsequent exploration and development costs of the property will be
capitalized.





The
Company regularly performs evaluations of any investment in mineral properties
to assess the recoverability and/or the residual value of its investments in
these assets.  All long-lived assets are reviewed for impairment annually
or whenever events or circumstances change which indicate the carrying amount of
an asset may not be recoverable.





Exploration
Expenditures





The
Company follows a policy of expensing exploration expenditures until a
production decision in respect of the project and the Company is reasonably
assured that it will receive regulatory approval to permit mining operations,
which may include the receipt of a legally binding project approval
certificate.





Management
periodically reviews the carrying value of its investments in mineral leases and
claims with internal and external mining related professionals.  A decision
to abandon, reduce or expand a specific project is based upon many factors
including general and specific assessments of mineral deposits, anticipated
future mineral prices, anticipated future costs of exploring, developing and
operating a production mine, the expiration term and ongoing expenses of
maintaining mineral properties and the general likelihood that the Company will
continue exploration on such project.  The Company does not set a
predetermined holding period for properties with unproven deposits, however,
properties which have not demonstrated suitable metal concentrations at the
conclusion of each phase of an exploration program are re-evaluated to determine
if future exploration is warranted, whether there has been any impairment in
value and that their carrying values are appropriate.





If an
area of interest is abandoned or it is determined that its carrying value cannot
be supported by future production or sale, the related costs are charged against
operations in the year of abandonment or determination of value.  The
amounts recorded as mineral leases and claims represent costs to date and do not
necessarily reflect present or future values.





The
Company’s exploration activities and proposed mine development are subject to
various laws and regulations governing protection of the environment. These laws
are continually changing, generally becoming more restrictive. The Company has
made, and expects to make in the future, expenditures to comply with such laws
and regulations.





The
accumulated costs of properties that are developed to the stage of commercial
production will be amortized to operations through unit-of-production
depletion.






F-9


14
 Table of Contents


GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)




Notes
to Financial Statements




Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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.





Loss
per Share





Loss per
share is computed in accordance with SFAS No. 128, “Earnings per Share”. Basic
loss per share is calculated by dividing the net loss available to common
stockholders by the weighted average number of common shares outstanding for the
period.





Fair
Value of Financial Instruments





The  carrying  value  of  accounts  payable,  and  other  financial  instruments
reflected  in  the  financial  statements  approximates  fair  value  due  to
the short-term maturity of the instruments. It is management’s opinion that the
Company is not exposed to significant interest, currency or credit risks arising
from these financial instruments.





Comprehensive
Income





The
Company has adopted SFAS No. 130, "Reporting Comprehensive Income". SFAS 130
requires that the components and total amounts of comprehensive income be
displayed in the financial statements beginning in 1998. Comprehensive income
includes net income and all changes in equity during a period that arises from
non-owner sources, such as foreign currency items and unrealized gains and
losses on certain investments in equity securities. Comprehensive loss for the
periods shown equals the net loss for the period plus the effect of foreign
currency translation.





Income
Taxes





The
Company has adopted SFAS No. 109, “Accounting for Income Taxes”, which requires
the Company to recognize deferred tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the Company’s
financial statements or tax returns using the liability method. Under this
method, deferred tax liabilities and assets are determined based on the
temporary differences between the financial statement carrying amounts and tax
bases of assets and liabilities using enacted rates in effect in the years
during which the differences are expected to reverse and upon the possible
realization of net operating loss carry-forwards.








F-10


15
 Table of Contents


GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)




Notes
to Financial Statements




Valuation
of Long-Lived Assets





The
Company periodically analyzes its long-lived assets for potential impairment,
assessing the appropriateness of lives and recoverability of un-depreciated
balances through measurement of undiscounted operation cash flows on a basis
consistent with accounting principles generally accepted in the United States of
America.





Start-up
Costs





The
Company has adopted FASB Statement of Position No. 98-5 ("SOP 98-5"), "Reporting
the Costs of Start-Up Activities." SOP 98-5 requires that all non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.





Foreign
Currency Translation





The
majority of the Company's cash flows are in United States dollars. Accordingly,
the US dollar is the Company’s functional currency. Transactions in foreign
currency are translated into U.S. dollars on the following basis:





Monetary
items, at the rate of exchange prevailing as at the balance sheet
date


Non-Monetary
items including equity, at the historical rate of exchange


Revenues
and expenses, at the period average in which the transaction
occurred.





Cash
and Cash Equivalents





The
Company considers cash and cash equivalents to consist of cash on hand and
demand deposits in banks with an initial maturity of 90 days or
less.





Risks
and Uncertainties





The
Company is subject to substantial business risks and uncertainties inherent in
starting a new business. There is no assurance that the Company will be able to
generate sufficient revenues or obtain sufficient funds necessary for launching
a new business venture.





New
Accounting Standards





Management
does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on these financial
statements.





Other





The
Company consists of one reportable business segment.





We did
not have any off-balance sheet arrangements as of May 31, 2008.









F-11


16
 Table of Contents


GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)




Notes
to Financial Statements




Note
3– Going Concern




Generally
accepted accounting principles in the United States of America contemplate the
continuation of the Company as a going concern. However, the Company has
accumulated operating losses since its inception and has limited business
operations, which raises substantial doubt about the Company’s ability to
continue as a going concern. The continuation of the Company is dependent upon
the continuing financial support of investors and stockholders of the Company,
as well as its President through additional shareholder loans. However, there is
no assurance that any equity or debt offerings will be successful in raising
sufficient funds to assure the eventual profitability of the Company. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.





Note
4 – Stock Dividend





On May
26, 2008, the Company declared a 12 for 1 stock dividend. The Record date and
Payment date for this stock dividend were June 4, 2008 and June 6, 2008
respectively. The Company instructed its Transfer Agent to round up to one for
any fractional interest which resulted in the calculation of the dividend. This
dividend had the effect of increasing the issued and outstanding common shares
of the Company from 5,525,000 shares to 71,825,000 shares. All references in
these financial statements to stock issued and stock outstanding have been
retroactively adjusted as if the stock dividend had taken place on July 15,
2005 (inception).





Note
5 – Impairment Loss on Mineral Property





On July
17, 2008, the Company determined it should abandon the mineral property
assetwhich
consisted of 100% ownership of a uranium mineral property staked as Saskatchewan
Claim number S-108991. An impairment loss of $15,985 is reflected in the
attached statement of operations for the year ended May 31, 2008.





Note
6 – Income Taxes





The
Company is subject to federal income taxes in the US. The Company has had no net
income and therefore has not paid nor has any income taxes owing in the
US.





Deferred
income taxes arise from temporary timing differences in the recognition of
income and expenses for financial reporting and tax purposes. The Company's
deferred tax assets consist entirely of the benefit from net operating loss
carry-forwards. The Company's deferred


tax
assets are offset by a valuation allowance due to the uncertainty of the
realization of the net operating loss carry-forwards.  Net operating
loss carry-forwards may be further limited by a change in company ownership and
other provisions of the tax laws.





F-12


17
 Table of Contents


GUINNESS
EXPLORATION INC.


(an
Exploration Stage Company)





Notes
to Financial Statements




The
Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows (“NOL” denotes Net Operating Loss):




Year Ending
            
            Estimated
              NOL
              Carry-forward
            
            NOL
              Expires
            
            Estimated
              Tax
              Benefit
              from NOL
            
            
            Valuation
              Allowance
            
            
            Net
      Tax
              Benefit2006
            
            $
            (848
            )
            2026
            
            $
            127
            
            
            $
            (127
            )
            
            $
            —2007
            
            $
            (51,071
            )
            2027
            
            $
            7,661
            
            
            $
            (7,661
            )
            
            $
            —2008
            
            $
            (37,913
            )
            2028
            
            $
            5,687
            
            
            $
            (5,687
            )
            
            $
            —$
            (89,832
            )
            
            
            $
            13,475
            
            
            $
            (13,475
            )
            
            $
            —





The total
valuation allowance for the year ended May 31, 2008 is $(13,475) which increased
by $(5,687) for the reported period.





Note
7 – Common Stock





On
February 7, 2006, the Company issued 3,000,000 shares of its common stock to its
President for cash. This transaction was valued at a board approved value of
$0.001 per share for total proceeds of $3,000.





During
the fiscal year ending May 31, 2006, the Company issued 2,525,000 shares of its
common stock in a private offering at $0.02 per share for total proceeds of
$50,500.





On May
26, 2008, the Company declared a 12 for 1 stock dividend. The Record date and
Payment date for this stock dividend were June 4, 2008 and June 6, 2008
respectively. The Company instructed its Transfer Agent to round up to one for
any fractional interest which resulted in the calculation of the dividend. This
dividend had the effect of increasing the issued and outstanding share capital
of the Company from 5,525,000 shares to 71,825,000 shares. All references in
these financial statements to stock issued and stock outstanding have been
retroactively adjusted as if the stock dividend had taken place on July 15,
2005


(inception).





Note
8 – Shareholder Loan





As at May
31, 2008, the Company had one related party shareholder loan outstanding of
$41,609 that had related accrued interest of $1,266. This loan is
uncollateralized, bear simple interest at 5% per annum, may be called for
repayment upon demand and has no fixed repayment date.








F-13




18
 Table of Contents




ITEM 8.    CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





On March
6, 2008, we engaged Madsen & Associates CPA’s Inc., an independent
registered public accounting firm, as the Company’s new principal independent
accountant and accordingly dismissed Schumacher & Associates, Inc. CPAs that
same day.





Schumacher
& Associates, Inc. CPAs audited the financial statements of the registrant
for the period from July 15, 2005 (date of inception) through May 31, 2006 and
the full fiscal year ending May 31, 2007 and was engaged by the Company as its
independent accountant until March 6, 2008.





Schumacher
& Associates, Inc.’s reports in each of the past two years, and the
subsequent interim period ended November 30, 2007 did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles other than reflecting an
uncertainty as to the Company’s ability to continue as a going
concern.





The
decision to change our principal independent accountant was approved by the
board of directors of the Company.





There
were no disagreements with the former accountant, on any matter of accounting
principal or practices, financial statement disclosure, or auditing scope or
procedure during the two most recent fiscal years or any later interim
period.





We
provided Schumacher & Associates, Inc. with a copy of the Current Report on
Form 8-K which reported this change prior to its filing with the SEC, and
requested that they furnish us with a letter addressed to the SEC stating
whether they agree with the statements made in the Current Report on Form 8-K,
and if not, stating the aspects with which they do not agree. The letter from
Schumacher & Associates, Inc. was filed as Exhibit 16.1 to the Current
Report on Form 8-K regarding this change filed March 10, 2008.





Madsen
& Associates CPA’s Inc. were not engaged by the Company during the two most
recent fiscal years and the subsequent interim period as either principal
accountant to audit our financial statements or as a consultant.





We have
had no disagreements with accountants on accounting and financial
disclosure.




19
 Table of Contents


ITEM 8A.  CONTROLS AND PROCEDURES





(a)  Evaluation
of Disclosure Controls and Procedures.





Our
management, with the participation of our President, evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this report. Based on that evaluation, our President concluded that our
disclosure controls and procedures as of the end of the period covered by this
report were effective such that the information required to be disclosed by us
in reports filed under the Securities Exchange Act of 1934 is: (i) recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms; and (ii) accumulated and communicated to our management,
including our President, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot provide absolute assurance, however, that
the objectives of the controls system are met, and no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected.





Management's Annual Report
on Internal Control over Financial Reporting.


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United
States.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives. Furthermore, smaller reporting companies face additional
limitations. Smaller reporting companies employ fewer individuals and find it
difficult to properly segregate duties. Often, one or two individuals control
every aspect of the Company's operation and are in a position to override any
system of internal control. Additionally, smaller reporting companies tend to
utilize general accounting software packages that lack a rigorous set of
software controls.





Our
management, with the participation of the President, evaluated the effectiveness
of the Company's internal control over financial reporting as of May 31, 2008.
In making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control -- Integrated Framework. Based on this evaluation, our
management, with the participation of the President, concluded that, as of May
31, 2008, our internal control over financial reporting was not effective due to
material weaknesses in the system of internal control.





Specifically,
management identified the following control deficiencies:





(1) The
Company has not properly segregated duties as one or two individuals initiate,
authorize, and complete all transactions. The Company has not implemented
measures that would prevent the individuals from overriding the internal control
system. The Company does not believe that this control deficiency
has




20
 Table of Contents


resulted
in deficient financial reporting because the Chief Financial Officer is aware of
his responsibilities under the SEC's reporting requirements and personally
certifies the financial reports.





(2) The
Company has installed accounting software that does not prevent erroneous or
unauthorized changes to previous reporting periods and does not provide an
adequate audit trail of entries made in the accounting software. The Company
does not think that this control deficiency has resulted in deficient financial
reporting because the Company has implemented a series of manual checks and
balances to verify that previous reporting periods have not been improperly
modified and that no unauthorized entries have been made in the current
reporting period.





Accordingly,
while the Company has identified certain material weaknesses in its system of
internal control over financial reporting, it believes that it has taken
reasonable steps to ascertain that the financial information contained in this
report is in accordance with generally accepted accounting
principles.





Management
has determined that current resources would be appropriately applied elsewhere
and when resources permit, they will alleviate material weaknesses through
various steps.





(b)
Changes in Internal Control over Financial Reporting.





During
2008, there were no changes in the Company's internal controls over
financial


reporting,
known to the Chief Executive Officer or the Chief Financial Officer, that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.





ITEM 8B.   OTHER INFORMATION





Changes
in Control of Registrant





In a
Current Report on Form 8-K filed June 20, 2008, we reported that on June 18,
2008 Mr. Donald Kello and Mr. Michael Juhasz entered an agreement which effected
a change in control of the Company. Under this agreement, Mr. Kello sold his
common share holding in Company to Mr. Juhasz. These shares represent 54.3% of
the total outstanding common stock of the Company. This transaction also
included Mr. Juhasz accepting assignment of the shareholder loan Mr. Kello had
made to the Company in return for payment to Mr. Kello of the funds owing to
him. There was no additional consideration or financial statements or other
reportable out of pocket expenses associated with this transaction. No assets or
properties have been acquired nor is there any agreement for further
consideration associated with the transaction.




21
 Table of Contents


Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.





Additionally
we reported in the same Current Report on Form 8-K referenced above that on June
18, 2008 Mr. Donald Kello resigned his positions as Chair, Director, President
and CEO, Chief Financial Officer, Principal Accounting Officer, Secretary and
Treasurer of the Company for personal reasons and there was no disagreement with
the Company relating to its operations, policies or practices. Effective June
18, 2008, Mr. Michael Juhasz was appointed to the positions of Chair, Director,
President and CEO, Chief Financial Officer, Principal Accounting Officer,
Secretary and Treasurer of the Company.





There is
no other information the Company would have been required to file on Form 8K
during the fourth quarter of the fiscal year ended May 31, 2008.








PART
III





ITEM 9.    DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT





Directors
and Executive Officers


The
following table sets forth certain information regarding the executive officer
and director of Guinness Exploration Inc. as of May 31, 2008.





Name
            Age
            Title
            TermMichael
      Juhasz
            32
            President,
      Chief Executive Office Chief Financial Officer, Principal Accounting
      Officer, Chair of the Board, Treasurer, and Secretary
            1
      year





Michael
Juhasz


Mr.
Juhasz has no experience in mineral explorations. Mr. Juhasz is a Canadian
professional football player who has been employed by the Calgary Stampeders
football club. Mr. Juhasz attended the University of North Dakota where he also
played for the Fighting Sioux football team.





Family
Relationships





Because
we only have a sole officer and director, there are no family relationships
between any director or executive officer.




22
 Table of Contents


Significant
Employees





Mr.
Juhasz is the sole employee of the Company.





Involvement
in Certain Legal Proceedings





No
officer, director, or control person of the Company has had any involvement in
legal proceedings during the past five years that are material to an evaluation
of the ability or integrity of any director, officer, or control person of the
Company.





Involvement
in Certain Legal Proceedings





No
officer, director, or control person of the Company has had any involvement in
legal proceedings during the past five years that are material to an evaluation
of the ability or integrity of any director, officer, or control person of the
Company.





Audit Committee Financial
Expert





The
duties of an audit committee were assigned to the full board via a resolution
executed May 15, 2006. Due to the fact that the Company is in its exploration
stage, it has not yet been able to recruit and compensate an expert for the
Audit Committee.





Compliance
With Section 16(a) of the Securities Exchange Act of 1934





Section
16(a) of the Securities and Exchange Act of 1934 requires our executive
officers, directors and persons who own more than 10% of our equity securities
registered pursuant to Section 12 of the Exchange Act of 1934 (the “Act”) to
file with the SEC initial statements of beneficial ownership on Form 3, reports
of changes in ownership on Form 4 and annual reports concerning their ownership
on Form 5. Executive officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish us with copies of all Section 16(a)
reports they file. Mr. Juhasz has filed a Form 3 to report his holdings in the
Company.





Code
of Ethics





We have
adopted a Code of Ethics that applies to our Chief Executive Officer, Chief
Financial Officer and Principal Accounting Officer. This code is incorporated by
reference herein as Exhibit 14.1. Upon request, the Company will furnish a copy
of this Code of Ethics by mail to any person without charge. Such requests
should be made in writing and mailed to: Guinness Exploration Inc., 1312 North
Monroe Street, Spokane, Washington 99201 attn: Code of Ethics
Request.




23
 Table of Contents


ITEM 10.     EXECUTIVE
COMPENSATION





Executive
Compensation





The
following table sets forth the salaries and director fees we paid to our
executive officers in our most recent fiscal year ended May 31, 2008 and since
inception:





Name
      and Principal Position
            
            Year
            
            Salary
      ($)
            
            Bonus
      ($)
            
            Other
      Annual Compensation
              ($)
            
            Restricted
              Stock
              Awards/SAR’s
              ($)
      (1)
            
            Securities
              Underlying
      Options/SAR’s (#)
            
            LTIP
              Payouts
              ($)
      (2)
            
            All
      Other
              Compensation
              ($)(3)Michael
      Juhasz
              President
      & CEO
            
            Fiscal
              2008
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            NilDonald
      Kello
              President
      & CEO
            
            Fiscal
              2008
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            NilDonald
      Kello
              President
      & CEO
            
            Fiscal
              2007
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            NilDonald
      Kello
              President
      & CEO
            
            Fiscal
              2006
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil




Notes:(1)
            SAR’s
      are “Stock Appreciation Rights”(2)
            LTIP’s
      are “Long-Term Incentive Plans”(3)
            There
      are no standard arrangements for the compensation of our President and
      Director.





ITEM 11.     SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table sets forth, as of August 28, 2008, certain information as to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:





24
 Table of Contents





NAME
            
            AMOUNT
      AND NATURE
              OF
      BENEFICIAL SHARES
              OWNED(1)
            
            PERCENT
      OF
              OUTSTANDING
              OWNERSHIP(2)Michael
      Juhasz
            
            39,000,000
      common shares
            
            54.30%Officers,
      Directors and Control
              Persons
      as a Group
            
            39,000,000
      common shares
            
            54.30%








(1)
            Based
      on 71,825,000 shares of common stock issued and outstanding as of August
      28, 2008. Beneficial ownership is determined in accordance with the rules
      of the SEC and generally includes voting or investment power with respect
      to securities. Except as otherwise indicated, we believe that the
      beneficial owners of the common stock listed above, based on information
      furnished by such owners, have sole investment and voting power with
      respect to such shares, subject to community property laws where
      applicable.(2)
            No
      member of Management has the right to acquire within sixty days through
      options, warrants, rights, conversion, privilege or similar obligations
      any security of the Company.





ITEM 12.     CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS





During
the two years ended May 31, 2008, there have been no material transactions or
series of similar transactions to which the Company was or will be a party, in
which the amount involved exceeds $60,000 and in which any promoter,
founder, director or executive officer, or any security holder who is known
to us to own of record, or beneficially, more than five percent of the our
common stock, or any member of the immediate family of any of the foregoing
persons, had a material interest, and none is presently proposed.





ITEM 13.     EXHIBITS




EXHIBIT
INDEX





Number
            
            Exhibit
      Description3.1*
            
            Articles
      of Incorporation3.2*
            
            Certificate
      of Amendment of Articles of Incorporation3.3*
            
            Bylaws14.1*
            
            Code
      of Ethics




25
 Table of Contents




24.1*
            
            Power
      of Attorney31.1
            
            Certificate of President & Chief Executive
      Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2
            
            Certificate of Chief Financial Officer
      (principal financial officer) pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
            
            Certificate of President & Chief Executive
      Officer and Chief Financial Officer and Principal Accounting Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002





*
   Filed as an exhibit to our registration statement on Form SB-2
filed December 27, 2006 and incorporated herein by this reference





ITEM 14.     PRINCIPAL ACCOUNTANT FEES
AND SERVICES




The
following table presents the fees for professional audit services rendered by
Madsen & Associates CPA’s Inc. and Schumacher & Associates Inc. CPAs for
the audit of the Corporation’s annual financial statements for the years ended
May 31, 2008 and May 31, 2007 and fees billed for other services rendered by
Madsen & Associates CPA’s Inc. and Schumacher & Associates Inc. CPAs
during those periods. All services reflected in the following fee table for 2008
and 2007 were pre-approved, respectively, in accordance with the policy of the
Board of Directors.




Fiscal
      Year EndedMay
      31, 2008
            
            
            May
      31, 2007Audit
      fees (1)
            
            $
            6,000
            
            
            $
            19,600Audit-related
      fees
            
            
            -
            
            
            
            -Tax
      fees
            
            
            -
            
            
            
            -All
      other fees
            
            
            -
            
            
            
            -TOTAL
      FEES
            
            $
            6,000
            
            
            $
            19,600




(1)
              Audit fees consist
      of audit and review services, consents and review of documents filed with
      the SEC.


In its
capacity as the Audit Committee, the Board of Directors pre-approves all audit
(including audit-related) and permitted non-audit services to be performed by
the independent auditors. The Board of Directors annually approves the scope and
fee estimates for the year-end audit to be performed by the Corporation’s
independent auditors for the fiscal year. With respect to other permitted
services, the Board of Directors pre-approves specific engagements, projects and
categories of services on a fiscal year basis, subject to individual project and
annual maximums. To date, the Company has not engaged its auditors to perform
any non-audit related services.





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 Table of Contents




SIGNATURES




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





GUINNESS
EXPLORATION, INC.





/s/ Michael
Juhasz


Michael
Juhasz


President
and Chief Executive Officer,


Chief
Financial Officer, Principal Accounting Officer


Secretary,
Treasurer,


Director
and Chair of Board




Dated:
August 28, 2008












































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