SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


____________________________




FORM
10-K


____________________________





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





For
the fiscal year ended May 31, 2009





 ̈
            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 pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act:




Common Stock, $0.001 par
value


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act:  Yes o  No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act: Yes x  No o




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or





for 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 x  No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: Yes o  No x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company:





Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              Smaller
      reporting company
              x





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter:





Based on
the closing price on August 7, 2009 of $0.00, the aggregate market value of the
32,825,000 common shares held by non-affiliates was $nil.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date: 71,825,000 Common shares were
outstanding as of August 10, 2009.





Documents
incorporated by reference: None


















































ii




Table of Contents




PART IITEM 1.
                Description of Business
                1ITEM 1A.
                Risk Factors
                2ITEM 1B.
                Unresolved Staff Comments
                5ITEM 2.
                Properties
                6ITEM 3.
                Legal Proceedings
                6ITEM 4.
                Submission of Matters to Vote of Security
      Holders
                6PART IIITEM 5.
                Market for Company’s Common Equity and Related Stockholder
      Matters and Issuer Purchases of Equity Securities
                6ITEM 6.
                Selected Financial Data
                8ITEM 7.
                Management’s Discussion and Analysis of Financial Condition and
      Results of Operation
                9ITEM 7A.
                Quantitative and Qualitative Disclosures About Market
      Risk
                11ITEM 8.
                Financial Statements and  Supplementary
      Data:
                12Report of Independent Registered Public Accounting
      Firm
                13Balance Sheets at May 31, 2009 and May 31,
    2009
                14Statements of Operations for the years ended May 31, 2009 and
      May 31, 2009 and the Exploration Stage Period of July 15, 2005 to May 31,
      2009
                15Statement of Stockholders’ Equity
                16Statements
      of Cash Flows for the years ended May 31, 2009 andMay
      31, 2009 and the Exploration Stage Period of July 15, 2005 toMay
      31, 2009
                17Notes to Financial Statements
                18ITEM 9.
                Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                24ITEM 9A.
                Controls and Procedures
                25ITEM 9B.
                Other Information
                26PART IIIITEM 10.
                Directors, Executive Officers and Corporate
      Governance
                26ITEM 11.
                Executive Compensation
                28ITEM 12.
                Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                29ITEM 13.
                Certain Relationships and Related Transactions, and Director
      Independence
                29ITEM 14.
                Principal Accounting Fees and Services
                29PART IVITEM 15.
                Exhibits, Financial Statements Schedules
                30SIGNATURES
                31













iii
 Table of Contents


PART
I







ITEM 1.       DESCRIPTION OF
BUSINESS





This
annual report on Form 10-K 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-K 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.





The
Company’s common stock is traded in the NASD Over-The-Counter market under the
symbol “GNXP”





Our
fiscal year end is May 31st.




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-Q quarterly reports and Forms 10-K annual
reports with the SEC. We also 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




1
 Table of Contents


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 1A.      RISK
FACTORS





The
following risk factors should be considered in connection with an evaluation of
the business of our business:





THE
COMPANY'S LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR YOU TO JUDGE ITS
PROSPECTS.





The
Company has a limited operating history upon which an evaluation of the Company,
its current business and its prospects can be based. You should consider any
purchase of the Company's shares in light of the risks, expenses and problems
frequently encountered by all companies in the early stages of its corporate
development.





LIQUIDITY
AND CAPITAL RESOURCES ARE UNCERTAIN.





For the
year ended May 31, 2009, the Company had a Net Loss of $(23,112). The Company
may need to raise additional capital by way of an offering of equity securities,
an offering of debt securities, or by obtaining financing through a bank or
other entity. The Company has not established a limit as to the amount of debt
it may incur nor has it adopted a ratio of its equity to debt allowance. If the
Company needs to obtain additional financing, there is no assurance that
financing will be available from any source, that it will be available on terms
acceptable to us, or that any future offering of securities will be successful.
If additional funds are raised through the issuance of equity securities, there
may be a significant dilution in the value of the Company’s outstanding common
stock. The Company could suffer adverse consequences if it is unable to obtain
additional capital which would cast substantial doubt on its ability to continue
its operations and growth.





THE
VALUE AND TRANSFERABILITY OF THE COMPANY'S SHARES MAY BE ADVERSELY IMPACTED BY
THE LIMITED TRADING MARKET FOR ITS SHARES AND THE PENNY STOCK
RULES.





There is
only a limited trading market for the Company's shares. The Company's common
stock is traded in the over-the-counter market and "bid" and "asked" quotations
regularly appear on the OTC Bulletin Board under the symbol "AADG" and the
Company is also listed on the Frankfurt Stock Exchange under the trading symbol
“P2J1”. There can be no assurance that the Company's common stock will trade at
prices at or above its present level and an inactive or illiquid trading market
may have an adverse impact on the market price. In addition, holders of the
Company's common stock may experience substantial difficulty in selling their
securities as a result of the "penny stock rules" which restrict the ability of
brokers to sell certain securities of companies whose assets or revenues fall
below the thresholds established by those rules.





FUTURE
SALES OF SHARES MAY ADVERSELY IMPACT THE VALUE OF THE COMPANY'S
STOCK.





If
required, the Company may seek to raise additional capital through the sale of
common stock. Future sales of shares by the Company or its stockholders could
cause the market price of its common stock to decline.




2
 Table of Contents


MINERAL
EXPLORATION AND DEVELOPMENT ACTIVITIES ARE SPECULATIVE IN NATURE.





Resource
exploration and development is a speculative business, characterized by a number
of significant risks including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral deposits but from
finding mineral deposits which, though present, are insufficient in quantity and
quality to return a profit from production. The marketability of minerals
acquired or discovered by the Company may be affected by numerous factors which
are beyond the control of the Company and which cannot be accurately predicted,
such as market fluctuations, the proximity and capacity of milling facilities,
mineral markets and processing equipment and such other factors as government
regulations, including regulations relating to royalties, allowable production,
importing and exporting of minerals and environmental protection, the
combination of which factors may result in the Company not receiving an adequate
return of investment capital.





Substantial
expenditures are required to establish ore reserves through drilling, to develop
metallurgical processes to extract the metal from the ore and, in the case of
new properties, to develop the mining and processing facilities and
infrastructure at any site chosen for mining. Although substantial benefits may
be derived from the discovery of a major mineralized deposit, no assurance can
be given that minerals will be discovered in sufficient quantities and grades to
justify commercial operations or that funds required for development can be
obtained on a timely basis. Estimates of reserves, mineral deposits and
production costs can also be affected by such factors as environmental
permitting regulations and requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological formations
and work interruptions. In addition, the grade of ore ultimately mined may
differ from that indicated by drilling results. Short term factors relating to
reserves, such as the need for orderly development of mineralized zones or the
processing of new or different grades, may also have an adverse effect on mining
operations and on the results of operations. Material changes in ore reserves,
grades, stripping ratios or recovery rates may affect the economic viability of
any project.





THE
COMPANY WILL BE SUBJECT TO OPERATING HAZARDS AND RISKS WHICH MAY ADVERSELY
AFFECT THE COMPANY'S FINANCIAL CONDITION.





Mineral
exploration involves many risks, which even a combination of experience,
knowledge and careful evaluation may not be able to overcome. The Company's
operations will be subject to all the hazards and risks normally incidental to
exploration, development and production of metals, such as unusual or unexpected
formations, cave-ins or pollution, all of which could result in work stoppages,
damage to property and possible environmental damage. The Company does not have
general liability insurance covering its operations and does not presently
intend to obtain liability insurance as to such hazards and liabilities. Payment
of any liabilities as a result could have a materially adverse effect upon the
Company's financial condition.





THE
COMPANY'S ACTIVITIES WILL BE SUBJECT TO ENVIRONMENTAL AND OTHER INDUSTRY
REGULATIONS WHICH COULD HAVE AN ADVERSE EFFECT ON THE FINANCIAL CONDITION OF THE
COMPANY.





The
Company's activities are subject to environmental regulations promulgated by
government agencies from time to time. Environmental legislation generally
provides for restrictions and prohibitions on spills, releases or emissions of
various substances produced in association with certain mining industry
operations, such as seepage from tailing disposal areas, which would result in
environmental pollution. A breach of such legislation may result in imposition
of fines and penalties. In addition, certain types of operations require the
submission and approval of environmental impact assessments. Environmental
legislation is evolving in a manner which means stricter standards and
enforcement, fines and penalties for




3
 Table of Contents


non-compliance
are more stringent. Environmental assessments of proposed projects carry a
heightened degree of responsibility for companies and directors, officers and
employees. The cost of compliance with changes in governmental regulations could
have an adverse effect on the financial condition of the Company.





The
operations of the Company include exploration and development activities and
commencement of production on its properties, require permits from various
federal, state, provincial and local governmental authorities and such
operations are and will be governed by laws and regulations governing
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. Companies engaged in the development
and operation of mines and related facilities generally experience increased
costs and delays in production and other schedules as a result of the need to
comply with applicable laws, regulations and permits.





Failure
to comply with applicable laws, regulations, and permitting requirements may
result in enforcement actions, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions. Parties engaged in mining operations may be
required to compensate those suffering loss or damage by reason of the mining
activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations and, in particular, environmental
laws.





COMPETITION
MAY HAVE AN IMPACT ON THE COMPANY'S ABILITY TO ACQUIRE ATTRACTIVE PRECIOUS
METALS PROPERTIES, WHICH MAY HAVE AN ADVERSE IMPACT ON THE COMPANY'S
OPERATIONS.





Significant
and increasing competition exists for the limited number of precious metals
acquisition opportunities available. As a result of this competition, some of
which is with large established mining companies with substantial capabilities
and greater financial and technical resources than the Company, the Company may
be unable to acquire attractive precious metals properties on terms it considers
acceptable. Accordingly, there can be no assurance that any exploration program
intended by the Company on properties it intends to acquire will yield any
reserves or result in any commercial mining operation.





DOWNWARD
FLUCTUATIONS IN METAL PRICES MAY SEVERELY REDUCE THE VALUE OF THE
COMPANY.





The
Company has no control over the fluctuations in the prices of the metals for
which it is exploring.  A significant decline in such prices would severely
reduce the value of the Company.





THE
COMPANY CURRENTLY RELIES ON CERTAIN KEY INDIVIDUALS AND THE LOSS OF ONE OF THESE
CERTAIN KEY INDIVIDUALS COULD HAVE AN ADVERSE EFFECT ON THE
COMPANY.





The
Company's success depends to a certain degree upon certain key members of the
management. These individuals are a significant factor in the Company's growth
and success. The loss of the service of members of the management and advisory
board could have a material adverse effect on the Company. In particular, the
success of the Company is highly dependent upon the efforts of the President
& CEO, CFO, PAO, Treasurer & Secretary, Chair & Director of the
Company, Michael Juhasz, the loss of whose services would have a material
adverse effect on the success and development of the Company.







4
 Table of Contents


THE
COMPANY DOES NOT MAINTAIN KEY MAN INSURANCE TO COMPENSATE THE COMPANY FOR THE
LOSS OF CERTAIN KEY INDIVIDUALS.





The
Company does not anticipate having key man insurance in place in respect of its
senior officers or personnel, although the Board has discussed and investigated
the prospect of obtaining key man insurance for Mr. Juhasz.





WE
ARE AN EXPLORATION STAGE COMPANY, AND THERE IS NO ASSURANCE THAT A COMMERCIALLY
VIABLE DEPOSIT OR "RESERVE" EXISTS ON ANY PROPERTIES FOR WHICH THE COMPANY HAS,
OR MIGHT OBTAIN, AN INTEREST.





The
Company is an exploration stage company and cannot give assurance that a
commercially viable deposit, or “reserve,” exists on any properties for which
the Company currently has (through an option) or may have (through potential
future joint venture agreements or acquisitions) an interest. Therefore,
determination of the existence of a reserve depends on appropriate and
sufficient exploration work and the evaluation of legal, economic, and
environmental factors. If the Company fails to find a commercially viable
deposit on any of its properties, its financial condition and results of
operations will be materially adversely affected.





WE
REQUIRE SUBSTANTIAL FUNDS MERELY TO DETERMINE WHETHER COMMERCIAL PRECIOUS METAL
DEPOSITS EXIST ON OUR PROPERTIES.





Any
potential development and production of the Company’s exploration properties
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified engineers and geologists. Such programs
require substantial additional funds. Any decision to further expand the
Company’s operations on these exploration properties is anticipated to involve
consideration and evaluation of several significant factors including, but not
limited to:





§
            Costs
      of bringing each property into production, including exploration work,
      preparation of production feasibility studies, and construction of
      production facilities;


§
            Availability
      and costs of financing;


§
            Ongoing
      costs of production;


§
            Market
      prices for the precious metals to be
produced;


§
            Environmental
      compliance regulations and restraints;
and


§
            Political
      climate and/or governmental regulation and
  control.





GENERAL
MINING RISKS





Factors
beyond our control may affect the marketability of any substances discovered
from any resource properties the Company may acquire. Metal prices, in
particular gold and silver prices, have fluctuated widely in recent years.
Government regulations relating to price, royalties, and allowable production
and importing and exporting of precious metals can adversely affect the Company.
There can be no certainty that the Company will be able to obtain all necessary
licenses and permits that may be required to carry out exploration, development
and operations on any projects it may acquire and environmental concerns about
mining in general continue to be a significant challenge for all mining
companies.





ITEM 1B.       UNRESOLVED STAFF
COMMENTS





None.




5
 Table of Contents


ITEM 2.       PROPERTIES





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 presently own property of
any kind.





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.





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, 2009, no matters were submitted to a vote of the
Company's security holders, through the solicitation of proxies or
otherwise.






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.
The Company has no senior securities outstanding.





The
Company’s shares were cleared for trading by the Financial Industry Regulatory
Authority (‘FINRA’) on November 8, 2007 and the following table sets forth the
range of high and low bid quotations for our common stock as reported by the
OTC-BB for each of the periods indicated. The market for our shares is limited,
volatile and sporadic. These quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.








6
 Table of Contents





Quarter
      Ended:
                    
                    High
      Trade
                    
                    
                    Low
      Trade
                    
                    
                    Closing
      TradeNovember
      30, 2007
                    
                    $
                    0.00
                    
                    
                    $
                    0.00
                    
                    
                    $
                    0.00February
      28, 2008
                    
                    
                    0.00
                    
                    
                    
                    0.00
                    
                    
                    
                    0.00May
      31, 2008
                    
                    
                    0.00
                    
                    
                    
                    0.00
                    
                    
                    
                    0.00August
      31, 2008
                    
                    $
                    0.00
                    
                    
                    $
                    0.00
                    
                    
                    $
                    0.00November
      30, 2008
                    
                    
                    0.00
                    
                    
                    
                    0.00
                    
                    
                    
                    0.00February
      28, 2009
                    
                    
                    0.00
                    
                    
                    
                    0.00
                    
                    
                    
                    0.00May
      31, 2009
                    
                    
                    0.35
                    
                    
                    
                    0.35
                    
                    
                    
                    0.35





Holders





As of
August 10, 2009, the Company had 12 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.





Section
15(g) of the Securities Exchange Act of 1934





The
Company’s shares are covered by Section 15(g) of the Securities Exchange Act of
1934, as amended, which imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by this Section 15(g), the broker/dealer must make a
special suitability determination for the purchase and must have received the
purchaser's written agreement to the transaction prior to the sale.
Consequently, Section 15(g) may affect the ability of broker/dealers to sell the
Company’s securities and also may affect your ability to sell your shares in the
secondary market.





Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and the secondary market; terms important to an understanding
of the function of the penny stock market, such as "bid" and "offer" quotes, a
dealers "spread" and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the
disclosures




7
 Table of Contents


required
by any other penny stock disclosure rules; the customer’s rights and remedies in
causes of fraud in penny stock transactions; and, the NASD's toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker/dealers and their
associated persons.





Recent
Sales of Unregistered Securities





There
have been no sales of unregistered securities during the year ended May 31,
2009.





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.      SELECTED FINANCIAL
DATA





Fiscal
                        2009
                      
                      
                      Fiscal
                        2008
                      
                      
                      Fiscal
                        2007
                      
                      
                      Fiscal
                        2006
                      
                      
                      Fiscal
                        2005$
                      
                      
                      
                      $
                      
                      
                      
                      $
                      
                      
                      
                      $
                      
                      
                      
                      $Operating
      Revenue:Quarter
      I - Three Months to August 31
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      n/aQuarter
      II - Three Months to November 30
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      n/aQuarter
      III- Three Months to February 28
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      n/aFull
      Year – Twelve Months to May 31
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      n/aNet
      Income/(Loss):Quarter
      I - Three Months to August 31
                      
                      
                      (6,619
                      )
                      
                      
                      (8,011
                      )
                      
                      
                      (1,855
                      )
                      
                      
                      (692
                      )
                      
                      
                      n/aQuarter
      II - Three Months to November 30
                      
                      
                      (8,604
                      )
                      
                      
                      (3,309
                      )
                      
                      
                      (5,025
                      )
                      
                      
                      (135
                      )
                      
                      
                      n/aQuarter
      III- Three Months to February 28
                      
                      
                      (4,137
                      )
                      
                      
                      (2,517
                      )
                      
                      
                      (20,807
                      )
                      
                      
                      (10
                      )
                      
                      
                      n/aFull
      Year – Twelve Months to May 31
                      
                      
                      (23,112
                      )
                      
                      
                      (37,913
                      )
                      
                      
                      (51,071
                      )
                      
                      
                      (848
                      )
                      
                      
                      n/aNet
      Earnings/(Loss) per share:Quarter
      I - Three Months to August 31
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      n/aQuarter
      II - Three Months to November 30
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      n/aQuarter
      III- Three Months to February 28
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      n/aFull
      Year – Twelve Months to May 31
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      Nil
                      
                      
                      
                      n/aCash:Quarter
      I - Three Months to August 31
                      
                      
                      185
                      
                      
                      
                      523
                      
                      
                      
                      31,196
                      
                      
                      
                      -
                      
                      
                      
                      n/aQuarter
      II - Three Months to November 30
                      
                      
                      32,652
                      
                      
                      
                      3,360
                      
                      
                      
                      17,656
                      
                      
                      
                      -
                      
                      
                      
                      n/aQuarter
      III- Three Months to February 28
                      
                      
                      23,400
                      
                      
                      
                      2,263
                      
                      
                      
                      6,670
                      
                      
                      
                      53,500
                      
                      
                      
                      n/aFull
      Year – Twelve Months to May 31
                      
                      
                      20,638
                      
                      
                      
                      9,503
                      
                      
                      
                      6,407
                      
                      
                      
                      32,515
                      
                      
                      
                      n/aTotal
      assets:Quarter
      I - Three Months to August 31
                      
                      
                      1,964
                      
                      
                      
                      16,508
                      
                      
                      
                      52,181
                      
                      
                      
                      -
                      
                      
                      
                      n/aQuarter
      II - Three Months to November 30
                      
                      
                      37,002
                      
                      
                      
                      19,526
                      
                      
                      
                      46,641
                      
                      
                      
                      -
                      
                      
                      
                      n/aQuarter
      III- Three Months to February 28
                      
                      
                      29,649
                      
                      
                      
                      18,248
                      
                      
                      
                      26,480
                      
                      
                      
                      53,500
                      
                      
                      
                      n/aFull
      Year – Twelve Months to May 31
                      
                      
                      26,841
                      
                      
                      
                      10,618
                      
                      
                      
                      22,706
                      
                      
                      
                      53,500
                      
                      
                      
                      n/a








8
 Table of Contents




ITEM
6.       SELECTED FINANCIAL DATA
(continued)





Fiscal
                      2009
                    
                    
                    Fiscal
                      2008
                    
                    
                    Fiscal
                      2007
                    
                    
                    Fiscal
                      2006
                    
                    
                    Fiscal
                      2005$
                    
                    
                    
                    $
                    
                    
                    
                    $
                    
                    
                    
                    $
                    
                    
                    
                    $Total
      stockholders’ equity (deficit):Quarter
      I - Three Months to August 31
                    
                    
                    (42,951
                    )
                    
                    
                    (6,430
                    )
                    
                    
                    50,798
                    
                    
                    
                    (692
                    )
                    
                    
                    n/aQuarter
      II - Three Months to November 30
                    
                    
                    (51,555
                    )
                    
                    
                    (6,852
                    )
                    
                    
                    45,772
                    
                    
                    
                    (827
                    )
                    
                    
                    n/aQuarter
      III- Three Months to February 28
                    
                    
                    (55,692
                    )
                    
                    
                    (9,369
                    )
                    
                    
                    24,966
                    
                    
                    
                    52,602
                    
                    
                    
                    n/aFull
      Year – Twelve Months to May 31
                    
                    
                    (59,444
                    )
                    
                    
                    (36,332
                    )
                    
                    
                    1,581
                    
                    
                    
                    52,652
                    
                    
                    
                    n/aTotal
      liabilities and stockholders’ equity (deficit):Quarter
      I - Three Months to August 31
                    
                    
                    1,964
                    
                    
                    
                    16,508
                    
                    
                    
                    52,181
                    
                    
                    
                    -
                    
                    
                    
                    n/aQuarter
      II - Three Months to November 30
                    
                    
                    37,002
                    
                    
                    
                    19,526
                    
                    
                    
                    46,641
                    
                    
                    
                    -
                    
                    
                    
                    n/aQuarter
      III- Three Months to February 28
                    
                    
                    29,649
                    
                    
                    
                    18,248
                    
                    
                    
                    26,480
                    
                    
                    
                    53,500
                    
                    
                    
                    n/aFull
      Year – Twelve Months to May 31
                    
                    
                    26,841
                    
                    
                    
                    10,618
                    
                    
                    
                    22,706
                    
                    
                    
                    53,500
                    
                    
                    
                    n/aCash
      dividends per share:Quarter
      I - Three Months to August 31
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    n/aQuarter
      II - Three Months to November 30
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    n/aQuarter
      III- Three Months to February 28
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    n/aFull
      Year – Twelve Months to May 31
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    n/a








ITEM
7.MANAGEMENTS’ DISCUSSION AND
ANALYSIS





Overview





This
Annual Report on Form 10-K 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 this annual
report on Form 10-K 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, 2009 material developments in the Company have included
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.




9
 Table of Contents


Results
of Operations for the Fiscal Years ended May 31, 2009 and May 31, 2008 and the
Exploration Stage Period of July 15, 2005 to May 31, 2009:





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 totaled $15,467 for the twelve months ended May 31, 2009 versus $15,814 for
the same period ended May 31, 2008. During the exploration stage period of July
15, 2005 to May 31, 2009 (the ‘Exploration Stage’), professional fees totaled
$78,964. For the current twelve month period professional fees were primarily
composed of auditor and accounting fees for the audit of our May 31, 2009
financial statements and review of our quarterly financial statements. The
increase in professional fees year over year is explained by increased
expenditures for auditor fees. During the coming year, we project professional
fees will remain at current levels.





Administrative
Expenses


Administrative
expenses were $4,229 versus $4,925 respectively for the twelve month periods
ended May 31, 2009 versus May 31, 2008. During the Exploration Stage,
administrative expenses totaled $13,313. For 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.
There have been no asset impairment charges relating to the twelve months ended
May 31, 2009. During the Exploration Stage, the impairment loss on mineral
properties totaled $15,985.





Net
Loss


We
incurred a net loss of $(23,112) for the twelve months ended May 31, 2009
compared with a net loss of $(37,913) for the same period ended May 31, 2008.
During the Exploration Stage, the net loss totaled $(112,944). Comparative net
losses per share were $nil and $nil for the twelve months ended May 31, 2009 and
May 31, 2008.





Liquidity
and Capital Resources





Since the
date of our incorporation, we have raised $53,500 though private placements of
our common shares and $81,603 through shareholder loans, excluding accrued
interest. As of May 31, 2009 we had cash on hand of $20,638 and prepaid expenses
of $6,203. We project we may 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 may
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.




10
 Table of Contents


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.





Employees





As of May
31, 2009, we had no employees and used contracted services to perform geological
work, legal services and our bookkeeping. Going forward, the Company will use
consultants with specific skills to assist with various aspects of its project
evaluation, due diligence, acquisition initiatives, corporate governance and
property management.





Critical
Accounting Policies




The
Company’s financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenues and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.





Our
significant accounting policies are summarized in NOTE 2 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, the Company views certain of these policies
as critical. Policies determined to be critical are those policies that have the
most significant impact on the Company’s financial statements and require
management to use a greater degree of judgment and estimates. Actual results may
differ from those estimates.





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.





ITEM 7A.       QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We have
not entered into derivative contracts either to hedge existing risk or for
speculative purposes.







11
 Table of Contents


ITEM 8.       FINANCIAL
STATEMENTS







GUINNESS
EXPLORATION, INC.


(An
Exploration Stage Company)




INDEX
TO FINANCIAL STATEMENTS





PageReport of Independent Registered Public Accounting
      Firm
                13Financial Statements for the years ended May 31, 2009 and May
      31, 2008 and for the Exploration Stage of July 15, 2005 to May 31,
      2009:Balance Sheets
                14Statements of Operations
                15Statement of Stockholders’ Equity
                16Statements of Cash Flows
                17Notes to Financial Statements
                18












































12
 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 sheets of Guinness Exploration, Inc. (the
Company), an exploration stage company, as of May 31, 2009 and 2008 and the
statements of operations, stockholders’ equity, and cash flows for the years
then ended. 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 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, based upon our audit and the reports of other auditors, 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, 2009 and 2008 and the results of its operations and its cash flows
for the years 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 in the financial statements. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





/s/ Madsen & Associates
CPA’s Inc.


Madsen
& Associates CPA’s Inc.


Salt Lake
City, Utah


July 30,
2009














13
 Table of Contents




GUINNESS
EXPLORATION, INC.


(An
Exploration Stage Company)





Balance Sheets




May
      31, 2009
                
                
                May
      31, 2008ASSETSCURRENT
      ASSETSCash
                
                $
                20,638
                
                
                $
                9,503Prepaid
      expenses
                
                
                6,203
                
                
                
                1,115Total
      current assets
                
                
                26,841
                
                
                
                10,618OTHER
      ASSETSMineral
      property (Notes 2 and 5)
                
                
                -
                
                
                
                -Total
      other assets
                
                
                -
                
                
                
                -Total
      assets
                
                $
                26,841
                
                
                $
                10,618LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable
                
                $
                -
                
                
                $
                1,575Accrued
      liabilities
                
                
                -
                
                
                
                3,766Shareholder
      loan (Note 8)
                
                
                86,285
                
                
                
                41,609Total
      current liabilities
                
                
                86,285
                
                
                
                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)
                
                
                71,825
                
                
                
                71,825Paid-in
      Capital (Note 7)
                
                
                (18,325
                )
                
                
                (18,325
                )Accumulated
      deficit in the development stage
                
                
                (112,944
                )
                
                
                (89,832
                )Total
      stockholders’ equity (deficit)
                
                
                (59,444
                )
                
                
                (36,332
                )Total
      liabilities and stockholders’ equity
                
                $
                26,841
                
                
                $
                10,618

















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




14
 Table of Contents





GUINNESS
EXPLORATION, INC.


(An
Exploration Stage Company)




Statements of Operations





Year
      ended
                  May
      31, 2009
                
                
                Year
      ended
                  May
      31, 2008
                
                
                July
      15, 2005
                  (inception)
      through
                  May
      31, 2009EXPENSES:Professional
      fees
                
                $
                15,467
                
                
                $
                15,814
                
                
                $
                78,964Administrative
      expenses
                
                
                4,229
                
                
                
                4,925
                
                
                
                13,313Impairment
      loss on mineral property
                
                
                -
                
                
                
                15,985
                
                
                
                15,985Total
      expenses
                
                
                19,696
                
                
                
                36,724
                
                
                
                108,262Net
      (loss) from Operations
                
                
                (19,696
                
                
                
                (36,724
                )
                
                
                (108,262
                )Interest
      expense
                
                
                (3,416
                )
                
                
                (1,189
                )
                
                
                (4,682
                )Net
      (loss)
                
                $
                (23,112
                )
                
                $
                (37,913
                )
                
                $
                (112,944
                )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 these
financial statements


15
 Table of Contents


GUINNESS
EXPLORATION, INC.


(An
Exploration Stage Company)




Statement of Stockholders’ Equity


From July
15, 2005 (Inception) through May 31, 2009





DeficitAccumulatedDuring
      the
                          
                          
                          TotalCommon
                          
                          
                          Common
                          
                          
                          Paid-in
                          
                          
                          Exploration
                          
                          
                          Stockholders’Shares
                          
                          
                          Stock
                          
                          
                          Capital
                          
                          
                          Stage
                          
                          
                          EquityCommon
      shares issued for cash at $0.001February
      7, 2006
                          
                          
                          39,000,000
                          
                          
                          $
                          39,000
                          
                          
                          $
                          (36,000
                          )
                          
                          $
                          —
                          
                          
                          $
                          3,000Common
      shares issued for cash at $0.02 during thePeriod
      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
                          )Net
      loss for year ended May 31, 2009
                          
                          
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          (23,112
                          )
                          
                          $
                          (23,112
                          )Balance,
      May 31, 2009
                          
                          
                          71,825,000
                          
                          
                          $
                          71,825
                          
                          
                          $
                          (18,325
                          )
                          
                          $
                          (112,944
                          )
                          
                          $
                          (59,444
                          )

































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


16
 Table of Contents


GUINNESS
EXPLORATION, INC.


(An
Exploration Stage Company)




Statements of Cash Flows





Year
      ended
                  May
      31, 2009
                
                
                Year
      ended
                  May
      31, 2008
                
                
                July
      15, 2005 (inception) through
                  May
      31, 2009Cash
      flows from operating activities:Net
      loss for the period
                
                $
                (23,112
                )
                
                $
                (37,913
                )
                
                $
                (112,944
                )Reconciling
      adjustments:Adjustments
      to reconcile net lossto net cash used in operating
      activities:Accrued
      interest on shareholder loans
                
                
                3,416
                
                
                
                1,189
                
                
                
                4,682Net
      change in operating assets and liabilitiesPrepaid
      expenses
                
                
                (5,088
                )
                
                
                (801
                )
                
                
                (6,203
                )Accounts
      payable and accrued liabilities
                
                
                (5,341
                )
                
                
                (14,971
                )
                
                
                -Mineral
      property impairments
                
                
                -
                
                
                
                15,985
                
                
                
                15,985Net
      cash (used) by operating activities
                
                
                (30,125
                )
                
                
                (36,511
                )
                
                
                (98,480
                )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
                
                
                41,260
                
                
                
                39,607
                
                
                
                81,603Net
      cash provided by financing activities
                
                
                41,260
                
                
                
                39,607
                
                
                
                135,103Net
      increase (decrease) in cash
                
                
                11,135
                
                
                
                3,096
                
                
                
                20,638Cash,
      beginning of period
                
                
                9,503
                
                
                
                6,407
                
                
                
                —Cash,
      end of period
                
                $
                20,638
                
                
                $
                9,503
                
                
                $
                20,638

















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


17
 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 by SEC Industry Guide 7 and
follows Financial Accounting Standards Board (“FASB”) Statements of
Financial Accounting Standards (“SFAS”) No. 7 where applicable. 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.





18
 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.








19
 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.













20
 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.





Recent
Accounting Pronouncements





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.





Reclassifications





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





Other





The
Company consists of one reportable business segment.





We did
not have any off-balance sheet arrangements as of May 31, 2009.




21
 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.







22
 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
                    )
                    
                    $
                    —2009
                    
                    $
                    (23,112
                    )
                    2029
                    
                    $
                    3,467
                    
                    
                    $
                    (3,467
                    )
                    
                    $
                    —$
                    (112,944
                    )
                    
                    
                    $
                    16,942
                    
                    
                    $
                    (16,942
                    )
                    
                    $
                    —





The total
valuation allowance for the year ended May 31, 2009 is $(16,942) which increased
by $(3,467) for the reported period.





Note
7 – Common Stock





On
February 7, 2006, the Company issued 39,000,000 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 32,825,000 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, 2009, the Company had one related party shareholder loan outstanding of
$86,285 which included accrued interest of $4,682. This loan is
uncollateralized, bears simple interest at 5% per annum, may be called for
repayment upon demand, and has no fixed repayment date.







23
 Table of Contents




ITEM 9.       CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





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





ITEM 9A.       CONTROLS AND
PROCEDURES





Evaluation
of Disclosure Controls and Procedures





The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company's Exchange Act reports
is recorded, processed, summarized and reported within the time communicated to
the Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure based closely on the definition of "disclosure controls and
procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures
are designed to provide a reasonable level of assurance of reaching the
Company's desired disclosure control objectives. In designing periods specified
in the SEC's rules and forms, and that such information is accumulated and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and


management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. The Company's certifying
officer has concluded that the Company's disclosure controls and procedures are
not effective in reaching that level of assurance.





At the
end of the period being reported upon, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective.





Management's
Report on Internal Control over Financial Reporting





Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Section 13a-15(f) of the
Securities Exchange Act of 1934, as amended). Internal control over financial
reporting is a process designed by, or under the supervision of, the Company's
CFO to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of the Company's financial statements for external
reporting purposes in conformity with U.S. generally accepted accounting
principles and include those policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and disposition of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial
statements.







24
 Table of Contents


As of May
31, 2009, management conducted an assessment of the effectiveness of the
Company's internal control over financial reporting based on the framework
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on the
criteria established by COSO management concluded that the Company's internal
control over financial reporting was not effective as of May 31, 2009, as a
result of the identification of the material weaknesses described
below.





A
material weakness is a deficiency or combination of deficiencies in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis.





Specifically,
management identified the following control weaknesses:





(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 weakness
has 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.





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.





Remediation
Plan





We have
identified that additional staff will be required to properly segment the
accounting duties of the Company. However, we do not currently have resources to
fulfill this part of our plan and will be addressing this matter once sufficient
resources are available.





Changes in Internal Control
over Financial Reporting




During
the fourth quarter of the Company’s fiscal year ended May 31, 2009, no material
changes were made to the Company’s internal control over financial
reporting





Limitations
on the Effectiveness of Controls





The
Company has confidence in its revised regime of internal controls and
procedures. Nevertheless, the Company’s management (including the Chief
Executive Officer and Chief Financial Officer) believes that a control system,
no matter how well designed and operated can provide only reasonable assurance
and cannot provide absolute assurance that the objectives of the internal
control system are met, and no evaluation of internal controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected. Further, the design of an internal control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitation in all internal control systems, no evaluation of controls
can provide absolute assurance that all control issuers and instances of fraud,
if any, within the Company have been detected.




25
 Table of Contents


ITEM 9B.      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.





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





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, 2009.




PART
III








ITEM 10.      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, 2009.








Name
                      Age
                      Title
                      
                      TermMichael
      Juhasz
                      33
                      President,
      Chief Executive Officer, Chief Financial Officer, Principal
      Accounting Officer, Chair of the Board, Treasurer, and
      Secretary
                      
                      1
      year







26
 Table of Contents


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.





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.




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.






27
 Table of Contents


ITEM 11.       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, 2009 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
                        2009
                      Nil
                      Nil
                      Nil
                      
                      Nil
                      Nil
                      
                      Nil
                      
                      NilMichael
      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.














28
 Table of Contents


ITEM 12.     SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table sets forth, as of August 10, 2009, 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:





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





Notes:


(1)Based on
71,825,000 shares of common stock issued and outstanding as of August 10, 2009.
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 13.     CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS





During
the two years ended May 31, 2009, 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 14.      PRINCIPAL ACCOUNTANT
FEES AND SERVICES




The
following table presents the fees for professional audit services rendered by
Madsen & Associates CPA’s Inc. for the audit of the Corporation’s annual
financial statements for the year ended May 31, 2009 and by Madsen &
Associates CPA’s Inc. and Schumacher & Associates Inc. CPAs for the year
ended May 31, 2008 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 2009 and 2008
were pre-approved, respectively, in accordance with the policy of the Board of
Directors.




29
 Table of Contents


May
      31, 2009
                    
                    
                    May
      31, 2008Audit
      fees (1)-
      Madsen & Associates
                    
                    $
                    10,100
                    
                    
                    $
                    6,000Audit
      fees - Schumacher & Associates
                    
                    
                    -
                    
                    
                    $
                    4,900Audit-related
      fees - Madsen & Associates
                    
                    
                    -
                    
                    
                    
                    -Audit-related
      fees - Schumacher & Associates
                    
                    
                    -
                    
                    
                    
                    -Tax
      fees - Madsen & Associates
                    
                    
                    -
                    
                    
                    
                    -Tax
      fees - Schumacher & Associates
                    
                    
                    -
                    
                    
                    
                    -All
      other fees - Madsen & Associates
                    
                    
                    -
                    
                    
                    
                    -All
      other fees - Schumacher & Associates
                    
                    
                    -
                    
                    
                    
                    -TOTAL
      FEES
                    
                    $
                    10,100
                    
                    
                    $
                    10,900





Notes:


(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.






PART IV




ITEM
15.EXHIBITS




EXHIBIT
INDEX





Number
                Exhibit Description3.1*
                Articles
      of Incorporation3.2*
                Certificate
      of Amendment of Articles of Incorporation3.3*
                Bylaws14.1*
                Code
      of Ethics24.1*
                Power
      of Attorney              30
 Table of Contents
  31.1
                  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








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 10, 2009




























31