<PAGE>2

                       UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                         FORM 10-K

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

        For the fiscal year ended December 31, 1999

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

For the transition period from      to


            Commission File Number: 0-25632

             GUINNESS TELLI*PHONE CORPORATION
   (Exact name of Registrant as specified in its charter)

             NEVADA                    68-0310550
  (State or Jurisdiction           I.R.S.  Employer
  of Incorporation)             Identification Number)

655 Redwood Hwy., # 111, Mill Valley, CA     94941-3009
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number
  including area code:                     (415) 389-9442

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: None

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      .

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 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. [X]

The aggregate market value of the voting stock held by
nonaffiliates of the registrant, based upon the closing price on
December 31, 1999, was approximately $17,913,116.

There is no current market for the Registrant's common stock.
The number of outstanding shares of the Registrant's Common Stock
on December 31, 1999 was 24,792,243.



<PAGE>3

                                PART I


ITEM 1.  BUSINESS

(a) Overview

Guinness Telli*Phone Corporation (OTC Bulletin Board Stock Symbol
"TELI"), a Nevada corporation, is the developer of an online system
that gives households a fast, free, simple-to-use, local online
service and the TelliPages.  The TelliPages instantly delivers
detailed, up-to-the-minute, local information via a personal
computer or a TelliScreen connected to a telephone.  The system is
easier to use than an ATM.

The TelliPages is an electronic version of the printed yellow pages
directory and includes detailed community news, schedules, agendas,
events, and classifieds.

Unlike the Internet, which requires significant training and lots
of spare time, TelliPages is accessed quickly and easily using a
simple telephone keypad.  Guided by numbered statements, people
make choices that are instantly analyzed by the TelliPages
proprietary authored indexing system.  This quick simulated
conversation zips you to local listings displaying current details
you need.  The TelliPages includes telephone business listings,
retail advertising and current specials, community newsletters and
notices, school agendas and reports, and classified buy and sell
ads.

Our first TelliPages Directory is stationed in a computer at the
Company's offices in Mill Valley, California.  It is connected to
the local telephone system and operates as the server for the Marin
TelliPages.  (The Pacific Bell Marin Yellow Pages serves
approximately 100,000 households and generates $20 million in
annual advertising revenues.)

We have taken the telephone yellow pages directory (a
multi-billion dollar industry) and improved on it.  The inexpensive
TelliPages can be updated instantly, and as often as needed.

-    All businesses have a free name and address listing.  Connected
     to their free listings are TelliPages of unlimited, inexpensive
     space to write extensive information about their products and
     services.

-    Advertisers can update their TelliPages at any time and at no
     additional cost, so information and specials will be
     up-to-the-minute.

-    An intelligent, interactive, on-screen touch-tone indexing
     system allows people to target information on personal topics
     quickly and efficiently.

-    With a TelliScreen, TelliPages are always instantly and
     conveniently available on a screen next to your telephone.

The TelliPages provide residents of the community with a "small
town" visual communication forum for local businesses,
organizations, associations, groups, and residents to distribute
reviews, schedules, newsletters, and reports, and reserve or
purchase tickets, food and merchandise, and distribute special
discount offers and preferred commercial arrangements.

We will introduce the TelliPages to individual communities through
a promotional campaign whereby people with personal computers will
be able to download the free TelliPages system to their personal
computers for direct access to TelliPages servers.  Later we plan
to distribute free TelliScreens to households in each area to
establish a critical mass of users at minimal cost.

Revenues for our products will be generated initially from storage
of pages of commercial advertising and community information in the
TelliPages Directory at an initial minimum monthly rate of $30.00
per page, fees from  special advertising screens loaded into
TelliScreens for off line reference, and licensing fees from
companies and organizations with online servers that wish to
communicate or transact business with TelliScreen users.  We plan

<PAGE>4

to promote the sale of complete TelliScreen systems to businesses,
associations, and government agencies to establish internal
telecommunications information networks.

Our initial marketplace is householders, especially people who do
not have the time or inclination to use a personal computer to
exchange information through a world wide online system, and a
large marketplace of individuals, businesses, and local groups
whose primary interest is communicating and doing business with
consumers and residents who reside within the few miles surrounding
their location (a reported $72 billion market in local
advertising).  In the Company's opinion, TelliPages users can
reference local information faster, with greater ease, and at less
cost than surfing the Internet through a personal computer.

Guinness Telli*Phone Corporation, a Nevada corporation,
(hereinafter referred to as "the Company") was originally
incorporated on July 8, 1993 as U.S. Telli*Phone Corporation.
Effective August 4, 1993, U.S. Telli*Phone acquired all of the
outstanding shares of Innstar Corporation, an inactive company
having no assets, in exchange for 1,551,480 shares of the Company's
stock.  Innstar Corporation was then merged into the Company.  U.S.
Telli*Phone did not receive any consideration beyond the exchange
of shares.  The merger was accounted for as a recapitalization and
Innstar had no assets, liabilities or operations to include in the
accompanying financial statements.  The purpose of the merger was
to acquire a company whose shares were registered with the
Securities and Exchange Commission and to change its domicile to
Nevada which is where U.S. Telli*Phone was incorporated.

The corporate name was changed to Guinness Telli*Phone Corporation
effective on September 13, 1993.  On March 15, 1994, through a
series of agreements among the Company, CoNetCo, which was a
California Corporation, and Lawrence A.  Guinness, CoNetCo's
founder and its principal shareholder, the Company, pursuant to a
Reorganization in accordance to section 368 (a)(1)(b) of the
Internal Revenue Code, as amended, acquired all of the issued and
outstanding stock of CoNetCo in exchange for 11,041,000 shares of
the common stock of the Company.

Through this acquisition, we acquired the rights to a telephone and
community news and information computer software online directory
(the "TelliPages Directory") and the TelliPhone, a combined
telephone and computer communications product with a small screen,
that has the ability of accessing the TelliPages Directory through
ordinary telephone lines.  The TelliPhone has the potential of
replacing the standard telephone now used in virtually every
household and office in the United States.  Through the
TelliPhone's combined digital answering machine and interactive
networking access system, users will have the ability to send,
receive, and store vast amounts of electronic information and
transactions locally and worldwide.

Effective February 18, 1990 (as amended by the March 15, 1994
agreement), CoNetCo, then the Company's wholly-owned subsidiary,
acquired from CoNetCo's major stockholder the assets of the
businesses known as Guinness Productions, Inc.  and Guinness
Computer Television Corp.  (the Guinness Companies) in exchange for
8,000,000 shares of CoNetCo stock and royalty rights.  The assets
acquired from the Guinness Companies consisted primarily of product
development efforts performed by the Guinness Companies to further
develop the TelliPhone.  For accounting purposes, all costs
incurred by the Guinness Companies to develop the TelliPhone were
expensed in accordance with Financial Accounting Standards Board
Statements No.  2, Accounting for Research and Development Costs.
The assets acquired from the Guinness Companies have been valued at
their historical cost basis and not current fair market value, if
any, because all entities are under common control.  The
liabilities incurred and assumed by the Guinness Companies during
its development of the TelliPhone were assumed by the shareholder
of the Guinness Companies.  The liabilities assumed by the Guinness
Companies' shareholder total approximately $ 7.2 million, which
include approximately $2.3 million of investor notes payable and
related delinquent compounded interest of $3.6 million.  Such
liabilities were incurred by the Guinness Companies primarily
during the years 1982 to 1989.  Such liabilities assumed have been
treated as a capital contribution and increased paid-in capital.
CoNetCo and the Guinness Companies are predecessors of the Company

<PAGE>5

and their activities are included in the cumulative financial data.
Included in the deficit accumulated during development stage is
approximately $7.2 million relating to the Guinness Companies.

(b)  The Company's Plan of Operation

Our general plan of operation beginning with the calendar year 2000
is to introduce the TelliPages to the marketplace within a single
community, promote the TelliPages Directory in the marketplace and
prepare for large scale production of TelliScreens.

The bulk of the effort required to bring TelliScreens to the large
scale production stage will take place in parallel with the market
introduction of the TelliPages accessed through personal
computers.

The first TelliPages server is stationed in our administrative
offices in Mill Valley, California.  The computer operating as the
server contains the Company's proprietary online operating system
for the TelliPages Directory and over 10,000 programs that operate
the indexing system for navigating the TelliPages Directory.  As of
August 1999, the server contained the up-to-date listings for all
retail businesses and schools in Marin County.  During the Fall of
1999 we added the listings for all professional businesses and
services.  The server is connected to the local telephone system
and is fully operational.

The TelliPhone and TelliScreen proprietary operating system
includes application software for the telephone and speaker phone,
answering machine, address book, auto-dialer, screen graphics and
text, access to the TelliPages, and engineering functions for the
TelliPhone's hardware components.  The TelliPhone smart card reader
is installed and commercial software application programs will be
developed when the product is in the marketplace.

Our engineers have designed an inexpensive computer board to
eliminate many hardware components necessary for the operation of a
personal computer but unnecessary for the successful operation of
TelliScreens as the everyday consumer products for which they were
designed.  We have estimates from consultants experienced in the
manufacture of computer appliances of a feasible price per
TelliScreen when produced in volume.  It is difficult to predict an
accurate price until we learn the level of consumer response to the
TelliPages to determine a feasible size for TelliScreen production
runs.

We expect that there will be many methods of financing for the
manufacture of TelliScreens to allow us to order large runs and
reduce the cost to manufacture TelliScreens and establish
TelliPages Directories in additional geographical areas throughout
the United States.  These will include strategic alliances with
various major retailers and online service providers, franchising
of TelliPages territories, the sale of TelliPages rights for hotels
and resorts, and long term credit and leasing arrangements with
banks and manufacturers of TelliScreen equipment.

We expect that the first community TelliPages Directory will
quickly establish a significant standard for accessing important
local, everyday information.  Through this success we plan to
install TelliPages Directory sites in communities across the United
States within areas defined by the local telephone calling areas.

To this end, we have begun discussions with major financial groups
that have indicated interest in financing our expansion plans.


TelliPages Directory Access Area

The TelliPages Directory Computer Station is located in Mill
Valley, Marin County, California.  The office is in a building
adjacent to Highway 101, the main artery freeway running through
Marin County servicing all its main populated areas.  The building
contains small businesses, medical offices and retail
establishments.




<PAGE>6

Mill Valley is 20 minutes north of the center of San Francisco
across the Golden Gate Bridge.  To the south it borders the town of
Sausalito, a popular tourist center.  To the west is Mount
Tamalpais, a huge State Recreational Area.  Across the freeway to
the east are the wealthy towns of Tiburon and Belvedere.  To the
north is the Town of Corte Madera with the largest shopping center
in the North Bay and just beyond is the City of San Rafael, a large
metropolitan center with a population of over 50,000.

The area of Marin to be covered by the TelliPages contains
approximately 100,000 households.  This represents less than 5% of
the total population of the Bay Area.  The median income in Marin
County is $68,768 per household.

Most of the population in and around Mill Valley works in San
Francisco.  The people live in expensive homes and care about their
community, their children's education and protecting their quality
of life.  There are Little League Baseball teams, soccer leagues,
Boy Scout Troops, service clubs, recreation centers, church groups,
sailing clubs, and hiking and biking trails.

Pacific Bell's Yellow Pages for Marin County generates advertising
revenues in excess of $20 million annually from approximately
40,000 listings.  It produces 461,000 purchases every month
(National Yellow Pages Monitor Ratings).  The cost of a 1.5" x 1.5"
column ad (black type only) is $48.00 per month.  The cost of a 3"
x 1.5" column ad (black type only) is $111.50 per month.

Unlike the TelliPages that can be continually revised and updated,
the Yellow Pages is printed only once a year.  Due to its
inflexible format, it does not contain much advertising from major
department stores, grocery stores, recreation departments (clubs,
community centers, etc.), real estate brokers, airlines, ground
transportation agencies, movie and live theaters, government
agencies, consumer agencies, or service bureaus.

The Yellow Pages does not allow for advertising from individuals
such as tutors of academic studies or sports, house cleaners and
maintenance, entertainers (for parties, etc.), local rentals
(tools, sports equipment), and second hand items (books, clothes,
etc.).

Individuals cannot distribute controlled advertising to generate
part-time extra income through arts, crafts, and hobbies.  Through
the TelliPages people could offer sewing, baking, maintenance,
video production, and word processing.  Collectors of baseball
cards to antiques could trade and barter.

Corporate Marketing Plan

The potential advantage of the TelliPages is that retail outlets
can communicate with households near their place of business to
encourage them to stop by.  TelliPages offer advertisers the
opportunity to issue a variety of specials and discounts on a
day-to-day basis to target individual buying patterns.  In this way
they can attract a large audience of local customers over a long
period of time to maintain a constant flow of business.

The initial success of the TelliPages is dependent on the the
number of households with personal computers and ultimately on our
ability to supply TelliScreens to a great number of homes in a
concentrated area within a very short period of time.  We believe
that our ultimate success to secure advertising revenues will be
dependent upon our ability to assure advertisers that a
concentrated mass of householders near their places of business
will have access to their promotional pages and use the TelliPages
Directory on an ongoing basis.  In this way we will be able to
encourage advertisers to move their advertising dollars from the
yellow pages to the TelliPages.

Within each area where a TelliPages Directory is to be established,
we will select an affluent community with a concentration of
population around a large retail center.  After establishing a
TelliPages Directory that can be accessed directly from personal
computers, we intend to make CDs available to businesses and
community groups to deliver to their customers or members for the
purpose of maintaining a line of communication with their customers
or members.  Later, we intend to deliver TelliScreens free of
charge to the homes of families with school age children.

<PAGE>7

To encourage parents to accept free TelliScreens in their homes and
use the TelliPages we plan to maintain an up-to-date school
directory with daily classroom homework assignments, teacher's
notes, school news, and district information.

TelliPages operators who work with retail establishments in the
area will be assigned individual schools where they will organize
and maintain procedures for securing data and entering it in the
appropriate sections of the TelliPages Directory school news
section in a timely manner.  In the high schools, students wanting
a part-time job may be hired to assist the TelliPages operators.

Through this campaign, local retail establishments can promote the
fact that they are supporting their local schools through the
TelliPages.  Conversely, parents will be encouraged to patronize
those retail establishments that advertise in the TelliPages.


 Building Directory Listings

We will hire TelliPages operators and supply them with TelliPages
terminals to enter information onto the TelliPages similar to the
method the yellow pages uses to update their information once a
year.  Many of these operators will work from their homes.  We plan
to concentrate on hiring people with children who will appreciate
the opportunity to work from home.

TelliPages operators will be assigned a specific set of commercial
accounts in their area that they will call on a regular basis to:

-   inform their assigned businesses, groups, and associations
    of the advantages of listing in the TelliPages Directory and
    encouraging them to list in the TelliPages

-   assist advertisers by entering their information under their
    listing in the TelliPages

-   help advertisers to keep their information current by
    editing their TelliPages or by modifying their listing
    categories

-   inform advertisers of new ideas that they may incorporate in
    their listings to increase their business or new programming
    systems that we may develop from time to time to improve
    their consumer communications


Company Sponsored Advertising

We plan to send advertising packages to all businesses in the area
served by the TelliPages. The package will provide them with
information on the TelliPages and the TelliScreen.  It will
announce that TelliScreens are being introduced into their area and
that many affluent consumers, located near their place of business,
will have access to TelliScreens and the TelliPages Directory.

They will be informed that a listing of the name of their
establishment, the address, and telephone number already appears in
the TelliPages Directory along with those of their competitors
under the appropriate categories.  The package will include a
return postage paid TelliPages Data Listing Card for them to create
one TelliPage of information that they would like to see available
to consumers under their listing in the TelliPages Directory.  They
will be offered one free listing of one advertising TelliPage of
information "on approval" for a period of 30 days to give them a
chance to evaluate the TelliPages as an advertising medium.

To support this mailing program, we will purchase significant
advertising space in the local newspapers to promote the fact that
"TelliPages are here" and that TelliPages CDs are available to
households and businesses in the area with PCs and that
TelliScreens are to follow.  The purpose of the advertising program
will be to encourage support for the TelliPages throughout the
community, make merchants aware of the marketplace available to
them to encourage them to return their TelliPages Data Listing
Cards as soon as possible, and to evaluate the response to the
TelliPages from people and businesses in the adjoining areas where




<PAGE>8

TelliScreens have not yet been distributed to households ("market
research to evaluate and determine future budgeting for
advertising, promotion, and the production of TelliScreens").

Free Newspaper and Magazine Articles

Human interest stories and TelliPages background articles will be
prepared by us and sent to the local newspaper, magazine, radio,
and television stations.  Some of the articles to be written or
subjects to be promoted are:

a)    TelliPages, the local schools, and funding for education

b)   TelliPages vs. the old yellow pages

c)   TelliScreens and their use by government and local
     politicians

d)   TelliPages and their importance to community groups and
     associations

e)   ideas from people and businesses in the community on how
     they are using the TelliPages.

Workshops, Sales Demonstrations, and Seminars

Members of our marketing staff will work with local clubs,
associations, and community groups to conduct workshops and
demonstrations in the geographic area served by the TelliPages.
The purpose is to demonstrate the TelliPages and later the
TelliScreen to business and professional members of the community
and inform them of the advantages provided everyone by
communicating through the TelliPages.

The marketing staff will encourage these people to work with the
local TelliPages operators to help them understand how the
TelliPages are used in the community, how to use TelliPages to
their benefit, and how easy it is to create and update TelliPages
of information.  In addition, the marketing staff will assist
advertisers in using the media to draw people's attention to
their TelliPages listings.

Members of local groups, associations, and organizations will be
invited to attend seminars in our offices to learn the many
functions of TelliScreens and the TelliPages and how to promote
their use through their network of members to reduce their costs,
simplify their operations, and generate income.  People attending
these seminars will be invited to take a TelliScreen home and
test it with members of their household.

We believe that a cooperative marketing effort among many people,
businesses, and organizations who agree to use the TelliPages to
broadcast information will encourage the growth of the TelliPages
into other communities.  Through advertising and articles in the
local media, the information available through the TelliPages
will be highlighted by those who have created it.

TelliScreen User Smart Cards

As the success of TelliPages builds, we intend to issue
TelliScreen and plastic TelliScreen smart cards ("TelliCards")
to TelliPages users for a monthly fee.  Businesses in the
community will be encouraged to offer special discounts to
TelliScreen users who show their cards at the time of purchase.
These offers may not be advertised or made available through any
other medium.  As a result, businesses will be able to determine
the return they are experiencing from the use of the TelliPages.

The First TelliPages Operation

We will introduce CDs and then TelliScreens to the marketplace in
a single local community in cooperation with local businesses,
groups, and associations.  During the initial stage of the
product's introduction we will debug its systems, modify any
design flaws to insure that the products meet the needs of the
marketplace, and establish verification of our Business.  We
expect that:

<PAGE>9

a)   The TelliPages can be distributed successfully and families
     will come to rely on it as their primary source of school news
     and student information.

b)   People will come to rely on the TelliPages as their local
     telephone book.

c)   The TelliPages will grow within the community primarily
     through promotion and support from local businesses and
     community groups who will use them for their own benefit.

d)   People will come to rely on TelliScreens as the new home
     communications appliance to replace their telephone yellow
     pages book.

e)   Major information providers will demonstrate their confidence
     that TelliScreens will allow them to expand their marketplace
     beyond users of personal computers by purchasing TelliScreen
     licensing contracts to reach TelliPages users.

f)   The TelliPages Directory will operate successfully and
     profitably as a small business within a single community.

Product Distribution

The initial success of each TelliPages Directory will be our
ability to create a critical mass of users in a community within
a short period of time.  Our goal will be to deliver a
TelliScreen to the home of every family with school age children
within a nucleus of the area served by a TelliPages Directory.
Each TelliPages area will be comprised of approximately 5
different districts called "TelliPages Access Units".

We plan to offer school districts encompassing the most affluent
TelliPages Access Unit in each TelliPages area a plan whereby
they can generate funds for school projects.  A Company
representative will conduct a workshop at meetings of the P.T.A.,
and meetings of other parent groups responsible for raising funds
for schools in the district.  At these meetings, parents will be
shown the TelliScreen and the TelliPages including the school
news and information directory.  We will work with school
representatives to establish a group of parent volunteers to help
enter school district information and class news in the school
news section of the TelliPages.

A Company marketing representative will conduct teacher workshops
at every school within the school district to familiarize
teachers with the TelliScreen, the TelliPages and the process by
which funds will be generated for the school district.  A
TelliScreen will be left in the school office or teachers lounge
for teachers to operate and discover ways they can use the school
news and information section of the TelliPages Directory.  By
allowing the teachers this hands-on experience, they will become
familiar with the school directory section of the TelliPages.


DEL MAR SCHOOL            435-1468
105 Avenida Miraflores    Tiburon, CA 94920

1.    SCHOOL BULLETIN

2.   GRADE and CLASS NEWS

3.   EVENTS and MEETINGS

4.   P.T.A. DIRECTORY and NEWS

5.   GENERAL INFORMATION and RULES

6.   YOUR CHILD (Confidential)

7.   LEAVE A MESSAGE FOR A TEACHER

  TYPE a NUMBER - then PRESS the SEND key.




<PAGE>10

Necessity to Raise Additional Capital

It is our opinion that it will be necessary to raise additional
funds to meet the expenditures required for operating our
business. We have been in the development stage since inception
and have no history of revenues.  Realization of our objectives
is dependent upon our ability to pay our obligations, raise
additional capital and introduce our products to the marketplace
to establish the success of future operations.  The success of
the products in the marketplace, and our ability to continue as a
going concern cannot be determined at this time.  The report of
the independent Certified Public Accountant expresses substantial
doubt about our ability to continue as a going concern.

We currently require funds for:

-   Office Rent and General Office Expense
-   Administrative Salaries (CEO, CFO, and Secretary)
-   Product Development Salaries (Engineer, Editors, and
      Programmers)
-   Ongoing TelliScreen Engineering Expense
-   Ongoing Data Base Software Programming Expense
-   Capital Purchases:
-   Central Computers for TelliPages Directory
-   CDs  and TelliScreen Production Models for Market
         Introduction
-   Marketing Expense
-   Legal and Audit Expense

We are using and will continue to use a variety of means to raise
the required capital, including the sale of Common or Preferred
Stock or debt instruments and the right to receive a percentage
of the income from TelliPages advertising revenues.


Research and Development to be Performed

We have no plans for the establishment of any significant new
research projects during the year 2000. Additional programming
development of a cosmetic nature is required to maintain the
TelliPages for use by the public.

In addition to entering TelliPages of advertising and information
for various groups in Marin County under their listings in the
TelliPages, our editors will modify the TelliPages indexing
system as the product expands in the marketplace.

TelliScreens will use the latest technology.  With continual
software upgrading through automatic downloads from TelliPages
servers while users are online, TelliScreen technology and the
TelliPages system should remain constantly up-to-date and ahead
of other technology.


Anticipated Material Acquisition of Plant and Equipment

We do not plan to set up any manufacturing facilities of our own.
Therefore, we will not be making any material acquisition of
plant and equipment within the next fiscal year of operations.

Approximately 80% of the capital required to establish a
TelliPages Directory within a limited geographical area for the
market introduction will be used to set up and purchase
TelliScreens and the central server to store the TelliPages
Directory.  We believe that there will be no market for this
equipment other than for our use to operate the TelliPages.

Following the market introduction, we believe that over 60% of
the capital required to maintain a TelliPages Directory within a
specific geographical area and increase the number of TelliPages
users and advertisers in that area will be used for the purchase
of TelliScreens, and other computer equipment.


Anticipated Material Changes in Number of Employees

We presently employ nineteen people, five in administration and
finance, seven in programming, research and product development,
four in marketing, two in website development and one in

<PAGE>11

technical maintenance. Within the first six months of 2000 we
plan to hire additional employees, in engineering, technology,
software engineering, programming, marketing, and an online
licensing director, an advertising and sales director, plus
several administrative assistants.


Material Areas Peculiar to Registrant's Business

We are not aware of any areas of our business that are not
similar to the publishing and distribution of interactive
information through the telephone network.


(c)  Financial Information About Industry Segments

   Our business is focused in one industry segment.


(d) Narrative Description of Business

TelliPages Products and Services

The TelliPages Directory System

We believe that TelliScreen hardware and TelliPages software
navigational tools and services are uniquely positioned to
capitalize on the shortcomings of the Internet as an advertising
medium, a system that requires people to be computer literate,
and a system where participation requires a substantial
investment into computer equipment and software.

We believe that by supplying consumers with access to media
properties focused on local interest areas, local demographic
groups, and community geographical areas, we can provide
advertisers with a greater ability to target their advertising
messages to relevant audiences.

The TelliPages Directory

The TelliPages is a library of information stored in a computer
maintained by us and located in the community being served.  We
have programmed an intelligent, interactive indexing system into
the TelliPages establishing categories where information can be
entered by businesses, groups, and associations within the
community.  These authors can update their information at any
time directly from a TelliScreen or by calling a TelliPages
operator.

The principal elements of any computer information network are
the computer software programs through which the central computer
and the end-user terminals interact and the pages of information
contained in the computer programming system.  The computer
programming system determines the manner in which information is
presented on terminal screens and the ease with which users can
connect with the appropriate pages of information.  The pages of
information stored in the computer programming system make up the
library of information and their content impacts directly on the
usefulness of the network.

THE TELLIPAGES DIRECTORY

1.   THE TELLIPAGES GUIDELINE
       Information on Commercial Products and Services

2.   THE COMMUNITY ONLINE
       Information and News from Community Organizations

3.   THE TELLIPAGES BUY AND SELL
        Items for Sale from TelliPages Users

The intelligence of the authored TelliPages programming system is
unique compared to the operation of other online systems.  The
brain of the TelliPages server is made up of individual
programmed concept cells.  Each cell contains a complete software
program developed by an author experienced in the subject matter
being presented and edited by an editor experienced in the



<PAGE>12

Guinness Tri-Stage Learning Systems programming techniques.  The
cells are linked and work together to help users find pages of
information on specific topics.

Users respond to pages of information displayed on the
TelliScreen.  The cell programs evaluate the thought processes
indicated by each response and display additional pages of
information.  These pages may be further questions for
clarification, a list of options, a presentation of ideas for a
greater perspective of the options that may be explored within a
particular subject, or a page of information about the subject.

The TelliPages are divided into three main categories.  Each
category has been separated into many subjects and each subject
has been dissected into multi-level topics.  The TelliPages
software system contains over 10,000 connecting subject and topic
programmed cells resulting in a system with a high level of
intelligence that allows people to simply "talk" to the
TelliScreen to locate what they want.  At the present time, using
a telephone keypad, users enter numbers corresponding to their
choices from the options displayed on the screen.

GUIDELINE (free access) - Listings of all retail businesses
and service vendors in the area connected to various subject
categories and linked to a page where they can write
information about their location, products, services, and
special offers.  Advertisers may enter, update, or change
their information at any time through a TelliScreen or by
calling a TelliPages operator.

COMMUNITY NEWS AND INFORMATION (free access) - A library of
information for local government and service organizations to
list their services, meetings, special events, educational
information, and programs offered.

BUYLINE (free access and listings) - A two line entry for
users to list buy and sell merchandise, garage sales, and
other items or services.  TelliPages linked to their listings
are available for a minimum of $30 per month to display
additional information.  Information may be entered, changed,
or updated in the pages by users at any time for no
additional charge.

Authors, businesses, groups, associations and users with listings
are assigned coded pages within the topic cells linked to their
listings.  For a minimum of $30 per page per month they can store
and enter details about their ideas, products, or services.
Through a TelliPages Authoring Subscription people can write,
edit, and update their information at any time on a TelliScreen,
or a personal computer with a modem, using the Company's Telli
authoring and programming system.  At the push of a button, their
pages of information are sent to the TelliPages server via
telephone lines where they are automatically placed in the
appropriate sections of the TelliPages Directory.  Since each
topic cell has the potential of containing pages of information
from many sources, users have the opportunity of analyzing
specific topics from a variety of angles.

The TelliPages are maintained by us in a central computer,
connected to the local telephone system, and located in the
community served by the TelliPages listings.  The central
computer is designed to support over 64 telephone line
connections and each telephone line supports one TelliScreen.  It
is expected that each server will service at least 1,500
TelliPages users due to the fact that not all users will be
communicating with the server at the same time.

We have not conducted a test of the ability of the server to
support a large number of users accessing the TelliPages at the
same time.  There is no assurance that the software in the server
will be successful in accommodating a large number of users.  It
may be necessary for us to purchase additional central computers
to reduce the number of users accessing a single computer at one
time.  This may result in a substantial increase in the amount of
working capital necessary to operate a community server and
provide adequate service for users of the TelliPages.




<PAGE>13

The TelliScreen

The TelliScreen is an LCD screen with a telephone keypad.  Inside
the case is a high powered personal computer with a modem.
People operate the TelliScreen by pressing keys on the
TelliScreen's telephone keypad.  They are guided by instructions
that are displayed on the TelliScreen.

The internal operations of the TelliScreen are controlled by
proprietary software developed by us.  The software which
controls the operation of the TelliScreen can be accessed only by
a TelliPages central computer.  To access a central computer the
telephone number for the computer must be entered into the
TelliScreen's automatic dialing system from a TelliPages server.
In this way we will be able to assess licensing fees and
transaction fees for the use of TelliScreens for anything other
than accessing the TelliPages.

        TelliScreen Internal Hardware Components

Present TelliScreen models include the following essential
components:

a)   a 640 x 480 mono LCD screen with backlight and
     controller on top of the base behind the keypad;
b)   a base with one TTL serial port and one parallel port;
c)   a 16 key keypad that operates with a RTC battery;
d)   a 3.8" x 3.8" cpu board with 2M of RAM and 2M of Flash
     memory;
e)   a 3.8" x 1.5" 14.4K modem board;
f)   a 1.5" x 3.8" DC/DC power supply board;
g)   an IR keyboard reader; and
h)   the cpu processor is a 486 elan sc410 33-66 mhz plus
     crystal, with one 1M x 16  RAM chip and four 4m chips
     and a 2M x 8 Flash disk with rom dos, data light bios,
     vga bios and flash file.

The TelliPages Central Computers (the "Servers")

The TelliPages Directory is stored in a computer that resides in
our offices in Mill Valley, California.  The central computer
functions through a proprietary operating system that contains a
simple software mapping structure.

TelliPages Authoring and Programming Language

The TelliPages Directory contains display pages of information
written by editors trained in Guinness Tri-Stage Learning
Systems.  The pages of information are composed from a small
strategic set of questions that the editors feel are important in
determining the mind set of the users viewing the display.
TelliPages users read the information on the screen and press
keys on the telephone keypad to indicate decisions that they have
made about the information displayed, thus supplying answers to
the editor's questions.

Each page of information may solicit more answers for
clarification, display additional material to help users focus on
the issues most important to them, or present the information
that will meet their needs.

Guinness Telli*Phone Corporation does not want an editorial staff
limited by their engineering skills in computer programming.
Therefore, we have written a software authoring program that
allows anyone without any programming experience to create pages
of information.  Our authoring and display programming system is
called TELLI.

TELLI is a central application computer software program that
establishes the guidelines for writing TelliPages Directory
programs and the pages of information that represent the content
of the TelliPages.




<PAGE>14

The TELLI Authoring Program has two significant parts.

                TELLI Directional Software

Using ordinary English and a few simple codes, TelliPages Editors
can design TELLI Directional Programs for users.  Each TELLI
Directional Program displays one page of information and contains
the parameters for evaluating each user's response to determine
the next page of information to be displayed.

                  TELLI Display Software

The TELLI Display Software allows display screen editors to
create pages of information as easily as typing a page on an
ordinary typewriter.  What appears on the TelliPages Editor's
terminal screen is exactly what will appear on the user's
screen.

Special TELLI formatting codes and graphics codes are available
for authors who want to create more sophisticated pages of
information.  These special codes may be entered into the page by
pressing specially marked keys on a TelliScreen remote control
keyboard.

The TelliPages Security Program

We have written a security software program that prohibits
TelliPages users from entering or changing information in the
TelliPages Directory without receiving prior authorization.  Each
user's account file contains details about a user's privileges in
using the TelliPages that is linked to the TelliPages tracking
code.  Every time users send information to the TelliPages, the
central computer checks his or her account to determine whether
or not they are authorized to proceed.

                TelliScreen Installation

The TelliScreen, like a fax machine, plugs into an ordinary
telephone outlet and operates through existing telephone lines
without any additional telecommunication device or installation
charges from the local telephone company.


Status of Product

A TelliPages Directory presently resides in central servers
located at our business office.  Only a few directory listings
have accompanying pages of advertising.  These pages were created
for demonstration and testing purposes.  Presently we believe we
have entered enough listings in the TelliPages to make it a
profitable product in Marin County.

Beginning in April 2000, we plan to send a mailing to all
businesses within the Marin County area telling them that they
are listed in the TelliPages and encouraging them to create pages
of information about their products and services tied to their
listings.  Through a telemarketing program, TelliPages operators
will assist them in creating their first TelliPages information
pages.

We are in the process of establishing strategic alliances with
manufacturers of hardware products to manufacture TelliScreens on
our behalf.

Management must emphasize that we have not developed TelliScreens
as products to generate profits in themselves.  We view
TelliScreens as vehicles to distribute the TelliPages and promote
our software products. We anticipate that there will be enough
local TelliPages advertising revenues to enable us to supply
customers with TelliScreens, free of charge, for as long as they
are users of the TelliPages.

We have received estimates from consultants experienced in the
manufacture of consumer computer products of a feasible price per
TelliScreen for full production.  It is difficult to predict an
accurate price until we learn from its introduction into the
marketplace the level of consumer response to the TelliPages to
determine the size of runs that are most feasible.  If our
product is very successful then there will be available to us

<PAGE>15

many methods of financing the manufacture of TelliScreens that
will allow us to order larger runs and further reduce
manufacturing costs.

We recently introduced the Marin County TelliPages to the
marketplace through a demonstration program that can be
downloaded from our website at telli.com. A major marketing
effort to sell advertising pages in the TelliPages will occur in
parallel with the distribution of CDs and the advertising
campaign. Delivery of TelliScreens will start in the fall of
2000.

Sometime before the end of 2000 we expect to have signed a
contract with at least one major corporation to license
TelliPages technology to communicate with TelliPages users
through TelliScreens from their own server.


Sources and Availability of Raw Materials

We do not plan to manufacture TelliScreens ourselves, nor do we
have any significant expertise in this area.  However,
TelliScreens will be manufactured from the same materials used to
manufacture personal computers and telephones. We are not aware
of any problem that exists at the present time or that is
projected to occur within the near future that will materially
affect the source and availability of raw materials for the
manufacture and supply of personal computers and
telecommunications equipment.

It is expected that the TelliPages will have a significant impact
on the use and production of the yellow pages telephone book that
may reduce the need for paper to protect our trees.


Patents, Trademarks, Licenses, Franchises and Concessions

Our success and ability to compete in the marketplace is
dependent in part upon our proprietary technology.  Principally,
we are a publisher of information and therefore rely on trade
secret and copyright laws of the United States and worldwide to
protect our content, authoring systems, and programming
technology.  To distribute our works we will purchase existing
hardware technology from computer hardware developers and
manufacturers.

We will file an application with U.S.  Patent and Trademark
Office when the product is being introduced to the marketplace.
With the product in the marketplace, we anticipate being
successful with the application.

We do not presently hold any patents, trademarks, licenses,
franchises, or concessions. We do not feel that any patents or
trademarks, other than the above, we may hold or may apply for in
the future will affect materially our ability to create
information or distribute that information to the marketplace.
We feel that the success of our business is dependent on the kind
of information we distribute and not the technology used to
distribute it.  We believe that factors such as the technological
and creative skills of our personnel, new product developments,
frequent product enhancements, name recognition, and reliable
product maintenance are more essential to establishing and
maintaining a technology leadership position.

There can be no assurance that others will not develop
technologies that are similar or superior to our technology.  The
source code for our proprietary software is protected both as a
trade secret and as a copyrighted work.  We generally enter into
confidentiality or license agreements with our employees,
consultants, and vendors, and generally control access to and
distribution of our software, documentation and other proprietary
information.  Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use our products or
technology without authorization, or to develop similar
technology independently.  In addition, effective copyright and
trade secret protection may be unavailable or limited in certain
foreign countries.  Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy

<PAGE>16

aspects of our products or content or to obtain and use
information that we regard as proprietary.  Policing unauthorized
use of our products or content is difficult.  There can be no
assurance that the steps taken by us will prevent
misappropriation of our technology or content or that such
agreements will be enforceable.  In addition, litigation may be
necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, to determine the validity
and scope of the proprietary rights of others, or to defend
against claims of infringement, invalidity, or liability.  Such
litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on our
business, operating results, or financial condition.

Except for acquiring a local business license in areas where it
plans to establish a TelliPages Directory, we are not, at this
time, subject to any federal, state, or local licensing
requirements or regulations.


Seasonal Business

We feel that directories of information are so diverse that the
use of them to provide information or to acquire information is
generally not seasonal except for fluctuations during vacation
and holiday periods. We will be providing consumers with access
to information from the TelliPages and will sell space in the
TelliPages Directory to businesses and organizations to advertise
their products and services.  While there may be an increase in
advertising revenues leading up to the holiday season in
December, we do not expect any increase to materially effect our
flow of income or play any role in any change in our profits.


Significant Working Capital Required, Critical Mass of Users

Our business requires us to purchase a significant amount of
equipment and then to attempt to generate income from its use on
a month to month basis. We will need significant revenues from
paid advertising in the TelliPages to support our capital
expenditures.  To generate significant income from businesses and
organizations wishing to advertise in the TelliPages, we must
distribute enough TelliScreens to create a critical mass of users
within the area the TelliPages Directory is intended to serve.
No one can guess how many users will be required to obtain that
critical mass, or the amount of equipment, including
TelliScreens, that will have to be purchased and distributed to
create this critical mass of users.

We have developed specific plans in an attempt to reduce the size
of the critical mass of users that will be required to generate
enough income from advertisers in the TelliPages Directory to
maintain its operations.  These strategies are:

-   Limiting the marketplace to a confined area (a small
    community) where the critical mass of users needed to
    generate income will be minimal, the flow of word of mouth
    advertising will be maximum, and where there will be a number
    of businesses that primarily serve households close to their
    establishments.

-   Entering the name and address of every business within the
    geographic area to be served by the TelliPages Directory to
    provide a product that will have limited but immediate use.

-   Offering free pages of advertising in the TelliPages to
    businesses operating within the area to be served by the
    TelliPages Directory, for the first few months of operations
    to immediately begin building the TelliPages and giving users
    the opportunity to compare the effectiveness of the
    TelliPages to traditional directories.

-   Delivering a number of free TelliScreens to selected homes
    with high income families within the area to be served to
    create a minimum mass of preferred customers for potential
    advertisers.


<PAGE>17

Dependence on a Critical Mass of Users

Our business will not be successful until enough advertising
revenues are generated to cover our monthly expenses.  If we are
not able to reach a critical mass of users, significant enough to
attract enough businesses to advertise in the TelliPages we will
sustain substantial losses and may not be able to attract any
additional capital to expand our user base and reach the
necessary critical mass of users.

Backlog Orders

We have not yet gone to the marketplace with our product and
therefore have no backlog orders of any kind.

Government Regulation

We are not currently subject to direct regulation by any
government agency, other than regulations applicable to
businesses generally, and there are currently few laws or
regulations directly applicable to access or conduct commerce on
the Internet or for access through an online service or to
establish an online service.  However, due to the increasing
popularity and use of the Internet and other online services, it
is possible that a number of laws and regulations may be adopted
with respect to the Internet and online services in general,
covering issues such as user privacy, pricing, and
characteristics and quality of products, services, and content.
For example, the adoption of any laws or regulations that would
prohibit distribution of obscene, lascivious, or indecent
communications on the Internet may cause us to limit the scope of
our products and services in the marketplace and increase our
cost of doing business or otherwise have an adverse effect on our
business, operating results, or financial condition.  Moreover,
the applicability to the Internet, other online services, the
TelliPages Directory, and the TelliScreen of existing laws
governing issues such as property ownership, libel, and personal
privacy is uncertain.

Competition

We plan to distribute TelliScreens to users to encourage them to
enhance their existing telephones with TelliScreens.  Users will
be able to keep their TelliScreens free of charge for as long as
they remain users of the TelliPages and we are able to generate
enough revenues from paid advertising in the TelliPages to
support our monthly operations.  At this time we see no
competition from computer hardware and telecommunications
equipment manufacturers and vendors.

Although we have targeted online community information, local
directory services, and telecommunications products for consumers
who are not computer literate, other companies offer products
similar to our software and publishing products and target the
same customers we do. We believe our ability to compete depends
on many factors within and outside its control, including the
timing and market acceptance of the products developed by us and
our competitors, performance, price, reliability, and customer
service and support.

The marketplace for online products and services is highly
competitive and competition is expected to continue to increase
significantly.  In addition, we expect the market for online
advertising, to the extent it develops, to be intensely
competitive.  There are no substantial barriers to entry, and we
expect that competition will continue to intensify.  Although we
believe that the diverse segments of the online market will
provide opportunities for more than one supplier of products and
services similar to ours, it is possible that a single supplier
may dominate one or more market segments.

We compete with other providers of online navigational tools,
products, and services, including directory and Web server review
services and search engine services.  Many companies offer
competitive products or services addressing certain of our target
markets, including online companies like America Online/Netscape,
CBS' Switchboard and the French Minitel; suppliers of Internet
products and services such as Microsoft and Yahoo; the Regional
Bell Operating Companies offering Yellow Pages and

<PAGE>18

telecommunication products and services like voice mail and
caller identification; MCI and other companies offering Internet
connections; Cisco with its new cable modem which allows home
users to plug a telephone directly into the Internet; newspaper
publishing companies offering local and classified advertising
including, in many cases, telecommunication and online community
information and news; printers, distributors, agencies, and clubs
offering or managing retail discount coupons and redemption
certificates and awards.

In addition, entities that sponsor or maintain high-traffic Web
sites and manufacturers of telecommunications and computer
equipment could develop or acquire simple search and navigation
functions that would produce simple computerized information
products and services that compete with those offered by us.

Many of our competitors are substantially larger than us and have
significantly greater financial, technical, and marketing
resources.  As a result, they may be able to respond more quickly
to new or emerging technologies and changes in customer
requirements, or to devote greater resources to the development,
promotion, and sale of their products than we can.  It is also
possible that new competitors may emerge and acquire significant
market share to the extent that smaller providers of online
tools, services, or products may be acquired by, receive
investments from, or enter into other commercial relationships
with larger, well-established and well-financed companies, such
as Microsoft, AOL/Netscape, Regional Bell Operating Companies,
and long distance telecommunications companies like AT&T, MCI,
and Sprint.  Possible new competitors include large foreign
corporations, major telecommunications companies, and other
entities with substantial resources.

The most significant market where we compete is in the area of
telephone directories.  The TelliPages will compete primarily
with the local Telephone Company Yellow Pages directory in areas
where we establish a TelliPages Directory central server.
Specifically, we may be competing for advertising dollars.  Even
though the local Telephone Companies are regulated by the State
Public Utilities Commissions, they have, unlike us, major
financial resources available to them.  If the Yellow Pages
publishers see the TelliPages as a major threat to their profits,
it is possible that they would use their resources to attempt to
eliminate competition from the TelliPages Directory.  How the
Telephone Companies would attempt to eliminate competition from
the TelliPages is not clear at this time.

Since 1983 many major organizations have spent hundreds of
millions of dollars in an attempt to establish an interactive
telecommunications service for the home.  Most of the methods
tried have involved an attempt to encourage consumers to attach a
videotex telecommunications/terminal box to their television sets
for people to access interactive listings and directories through
their televisions.  These systems are no longer in use due to
lack of customer interest.

More recently, some organizations with significant financial
resources have made similar attempts at establishing an
interactive service in the home through the television set by
encouraging consumers to attach cablevision/terminal boxes to
their television sets such as AT&T's @home service. WebTV
Networks introduced the first mass-market information appliance
in 1996, a little black box attached to the TV which connects to
the World Wide Web and to e-mail.  The second generation
appliance, WebTV Plus has several new features and provides an
electronic TV listing in addition to the features of the earlier
model.  These terminals are connected to outside fiber optic
cable systems and are promoted principally as a means of
receiving home movies on demand.  These services are available
only to a limited marketplace and it is too soon to project how
much consumers will utilize the service or be willing to pay for
it.  As reported in the Wall Street Journal, 2/27/98, Microsoft
has supported this entertainment format with its $425 million
acquisition of WebTV Networks Inc.  and its $1 billion investment
in Comcast Corp.



<PAGE>19

Some organizations have attempted to offer consumer oriented
interactive directory services to the householder through
personal computers.  It has been reported that $1 billion has
been invested into the Prodigy service, with about 2.3 million
subscribers, which has yet to show a significant profit.  As
reported in the Interactive Services Report, Prodigy ran an ad
campaign that was targeted to those who were frustrated with
experiences using the Internet and to encourage people to use
Prodigy as an alternative to America Online, with its
approximately 18 million subscribers, which is currently the most
popular and profitable of the consumer oriented computer networks
in spite of occasional access problems. Now, with the recent
addition of Netscape, AOL reaches about 75% of all Internet
users.  Attempts have also been made by financial organizations
to offer home banking services through a telephone which includes
a computer processor, a modem, and a digital video screen.

Many businesses, schools, local government agencies and
associations are using the Internet and setting up their own home
pages on the World Wide Web, encouraging the computer-literate to
contact them for information and transactions.  To date, these
attempts have met varying degrees of success, and some of them
are as yet unproven.  As announced in the 2/21/97 issue of
Information & Interactive Services Report, Digital City Inc., a
spin off from America Online, and associated with the Tribune
Co., offers service to the PC marketplace in 13 cities.  As a
network of online community information, it has launched a
national affiliate program targeted at newspapers and other media
wanting to increase their online presence.

Also competing online for the potentially huge market of "local"
advertising dollars will be CitySearch, funded by AT&T and Compaq
Computer Corp. which has expanded its menu of information in the
community, government and local news categories.  It now features
multimedia sites with volunteer, nonprofit and government
Infosites.   Microsoft now has a plan to unite its consumer
software offerings with its World Wide Web services in an effort
to establish Windows as the standard platform for a new
generation of Web based services.  It is focusing on a free World
Wide Web version of  MSN and services and tools that will help
people do everyday things with offerings including Expedia for
travel, Carpoint for autos, MSNBC for news and a streamlined
Sidewalk.  Slate, Microsoft's online magazine on politics and
culture, plans to eliminate the annual fee on the belief that
it's going to be easier to sell ads than subscriptions.

US West Media Group introduced its local Internet information
service called "DiveIn" in 10 local markets.  It announced
3/01/99 the nation's first Internet-based enhanced TV service
with telephony, US West@TV, a set-top box for making and
receiving phone calls and some Internet features.  AT&T is
developing a local Web information service called Hometown
Network, now being test marketed in Sacramento.  Zip2, another
newspaper affiliate network (Knight-Ridder and Landmark
Communications), plans to offer automotive and real estate
listings, arts and entertainment guides, and Yellow Pages and
community mapping services, with editorial content generated by
local affiliates.

Popular portal site Yahoo, partnering with Online Anywhere, is
entering the emerging market of wireless handheld devices and
Internet appliances.  Yahoo will join with PageNet to deliver its
content to pagers and with 3Com for service to its Palm Pilots.

All of these services could be accessible to TelliPages users
through TelliScreens once TelliScreens are distributed in the
marketplace and if the pricing makes access practicable.  All
basically promise the same thing; movie reviews, restaurant
listings and reservation capabilities plus community and school
information, area maps and travel information.

A new generation of telephones with screens for accessing the
Internet are currently being tested.  These phones, which are
less expensive and easier to use than computers are expected to
bring millions of new users to the Web's home pages, although
none support industry-standard Web browsers.  In the months ahead
Cidco Inc., Philips Consumer Communications and Mitsui Comtek
Corp. plan to sell screen phones that can perform many of the
data communications functions of the PC.

<PAGE>20

Cidco's iPhone offers several telephony options plus e-mail,
yellow and white page directories for many US locations as well
as limited Internet access as its InfoGear browser doesn't
implement some common Web technologies.  Philips Home Services
conducted a test in Garden City, New York using Philips screen
phones and Oracle Corporation's InterOffice software enabling
6,500 businesses and consumers to access the Web and send and
receive e-mail.  The Philips screen phone utilizes special
software to translate Web graphics to telephone compatible text
based menus and contains Web content developed by Garden City's
newspaper, including movie listings and local notices.

US West conducted a small trial of its TransPhone screen phone in
Spokane, Washington claiming it a test of the concept rather than
the device.  Motorola has developed a screen phone as has
Northern Telecom whose phone was released in early 1997 using Sun
Microsystems Inc.'s Java language to translate data from Web
pages into a format readable on the phone's small screen.
Navitel Communication's TouchPhone which shipped in spring 1997,
uses Microsoft's Windows CE operating system and Web browser.  It
allows users to surf the Net, exchange e-mail and voice mail, and
receive personalized information downloaded from the Web.

Uniden America and Intelidata Technologies screen phones connect
to the Internet, but to date display only plain text.  Nokia's
wireless phone allows users to check e-mail and download bits of
data from the Web.  AOL has announced making content available on
screen phones, rumored to be the French Minitel version.  The
market research firm IDC expects that sales of such Internet
phone units will grow from 333,000 to 1.5 million in 1999, and to
4.5 million by 2001.  Various sources, including Probe, a US
research company, project a 9.5 million penetration level of
smart phones in the US by the year 2000.  Smart phones and
Internet phones should appeal to the more than 50 percent of
homes that do not have a PC.  The US Electronic Industries
Association reports that 95 percent of households have a
telephone, with 2.4 phones the average per household.

There is no assurance that we can compete successfully for
advertising dollars with other local media, the community
newspapers, radio, and T.V., or that we can compete with current
and future sources of competition or that the competitive
pressures faced by us will not have a material adverse effect on
our business, results of operations and financial condition.

We cannot make any assurances that we will be able to obtain
financing to take our products to the marketplace in a profitable
manner, or that if our products receive favorable acceptance by
the general consumer public, that we will have the resources to
sustain ourselves while competing with major organizations with
similar goals. We can provide no assurance that we can protect
ourselves from providing potential competitors additional
information from our business plan that will assist them in
determining ways to make their present products successful in the
marketplace.  In addition, there can be no assurance that we will
not experience difficulties that could delay or prevent the
successful introduction and marketing of our products or that
they will meet the requirements of the marketplace and achieve
market acceptance.  There can be no assurance that we will be
able to compete successfully against current or future
competitors or that competitive pressures faced by us will not
materially adversely affect our business, operating results and
financial condition.


Research and Development

Our current development efforts are focused on product
enhancements. We believe that our software and our software and
engineering development team represent a significant competitive
advantage for us. Our ability to attract and retain highly
qualified employees will be the principal determinant of our
success in maintaining technological leadership it our field.  We
intend to have a policy of using equity-based compensation
programs to reward and motivate significant contributors among
our employees. We determined that, effective December 31, 1994,
all significant research and development had been completed
regarding the development of the TelliPhone.

<PAGE>21

In the last three fiscal years we have spent and accrued
approximately the following amounts on company-sponsored product
development activities determined in accordance with generally
accepted accounting principles.  The entire amounts were spent
and accrued on activities relating to the enhancement of software
for our new products, the TelliScreen and the TelliPhone.

1997    $    nil
1998    $    30,234
1999    $    65,880

We, including any of our predecessors, have not, during each of
the three fiscal years immediately prior to the filing of this
annual report, received any revenues from operations.

There can be no assurance that we will be successful in getting
the marketplace to accept our products or that we will generate
any significant income from the use of our products in the
marketplace.  There can be no assurance that we will be
successful in developing and marketing new software and hardware
products and enhancements that meet changing customer needs and
in responding to such technological changes or evolving industry
standards.

In addition, there can be no assurance that we will not
experience difficulties that could delay or prevent the
successful development, introduction, and marketing of new
products and enhancements, or that our new products and
enhancements will adequately meet the requirements of the
marketplace and achieve market acceptance.  Further, because we
have not yet commenced shipment of our products, there can be no
assurance that, despite testing by us and by potential customers,
errors will not be found in our products, or, if discovered,
successfully corrected in a timely manner.  If we are unable to
develop on a timely basis new software products, enhancements to
existing products, or error corrections, or if such new products
or enhancements do not achieve market acceptance, our business,
operating results, and financial condition will be materially
adversely affected.


Environmental Impacts

We do not plan to manufacture the hardware necessary to
distribute our products and will use existing telecommunications
services to communicate with our users. We do not feel that we
are affected by any rules which have been enacted or adopted
regulating the discharge of material into the environment.  On
the contrary, we feel that our system may reduce the number of
trees cut down every year to supply the paper industry.


Employees and Management of Growth

We have nineteen full time employees, including five in
administration and finance, seven in research and product
development, four in marketing, two in website operations and one
in technical maintenance.  We plan to hire additional employees,
in hardware engineering, software engineering, technical
maintenance, marketing, and in advertising sales and listings.

Our future success is substantially dependent on the performance
of our senior management, key technical personnel, and marketing
and sales team and our continuing ability to attract and retain
highly qualified technical, managerial, marketing, and sales
personnel.  Competition for such personnel is intense and there
can be no assurance that we will be able to retain our key
managerial personnel in the future.  None of our employees is
represented by a labor union.  We have not experienced any work
stoppages and consider our relations with our employees to be
good.

We intend to establish TelliPages Directories in other geographic
locations, which will create additional operational and
management complexities, including the need for continual
updating and maintenance of directory listings.  There can be no
assurance that we will be able to effectively manage the
expansion of our operations, that our systems, procedures, or

<PAGE>22

controls will be adequate to support our operations, or that
management will be able to achieve the rapid execution necessary
to fully exploit the market opportunity for our products and
media properties.  Any inability to manage growth, if any,
effectively could have a material adverse effect on our business,
operating results, and financial condition.


(e)  Financial Information About Foreign and Domestic Operations
     and Export Sales

We have had no history of operating revenues, domestic or
foreign.  In addition, we will not be conducting any business
that would generate foreign sales in the foreseeable future.

Revenues from Prior Operations

We, including any of our predecessors, have not, during each of
the three fiscal years immediately prior to the filing of this
annual report, received any revenues from operations.

(f)  Factors Affecting Company's Business Operating Results and
     Financial Condition

We have not commenced operations, generated any advertising
revenues from the TelliPages, nor have we shipped any
TelliScreens.  There is no assurance of public acceptance or that
our operations or commercialization strategies will be
successful.  Our operating losses and accumulated deficit are
significant and our prospects must be considered in light of the
risks, expenses and difficulties encountered by companies in new
and rapidly evolving markets.  To address these risks and grow,
we must respond to competition, attract and retain qualified
personnel, successfully execute our advertising sales strategy,
and continue to upgrade our technologies and commercialize our
products and services.  We need reliable sources of equipment,
and to be able to respond positively to third party actions and
government regulations.  There can be no assurance that the
Company will be successful in addressing such risks.  The report
of the independent Certified Public Accountant expresses
substantial doubt about the Company's ability to continue as a
going concern.

As of December 31, 1999, the Company and our predecessors had an
accumulated deficit of $12,142,363  with current liabilities of
$1,547,386.  We expect to significantly increase our operating
expenses in sales, marketing and product development.

Future operating results may fluctuate as a result of a variety
of factors, including number of TelliPages users, TelliScreens,
level of usage, demand for advertising, amount and timing of
expenditures relating to our operations, the introduction of new
products or services by the Company or its competitors, pricing
changes in the industry, technical difficulties with respect to
the use of TelliScreens or accessing the TelliPages through the
telephone system or other media properties developed by the
Company, general economic conditions and economic conditions
specific to the TelliPages and online media.

Our operating results may fall below the expectations of
securities analysts and investors.  In such event, the trading
price of the Company's Common Stock would likely be materially
and adversely affected.  See "Management's Discussion and
Analysis of Financial Conditions and Results of Operations."


Concentration of Stock Ownership

The present directors, executive officers and their respective
affiliates beneficially own approximately 51.8% of the
outstanding Common Stock.  As a result, these stockholders will
be able to exercise significant influence over all matters
requiring stockholder approval, including the election of
directors and approval of significant corporate transactions.
Such concentration of ownership may also have the effect of
delaying or preventing a change in control of the Company.


<PAGE>23

 Public Market

Our Common Stock became listed on the NASD OTC Bulletin Board
under the symbol "TELI" in 1997.  There can be no assurance that
a long term active public market for the Common Stock will
develop or be sustained.


Effects of Certain Charter Provisions; Antitakeover Effects of
Certificate of Incorporation; Bylaws and Nevada Law

The Board of Directors has the authority to issue up to 1,000,000
shares of Preferred Stock and to determine the price, rights,
preferences, privileges and restrictions, including voting
rights, of those shares without any further vote or action by the
stockholders.  The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the
holders of any Preferred Stock that may be issued in the future.
The issuance of Preferred Stock, while providing desirable
flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more
difficult for a third party to acquire a majority of the
outstanding voting stock of the Company.  The Company has no
present plans to issue shares of Preferred Stock.

Dilution

It should be noted that there will be dilution of the issued and
outstanding shares of the Company by the issuance of shares for
future financing and by the installation of an Employee Stock
Option Plan.  In addition, the Company may sell substantial
amounts of equities to investors in the future in order to meet
its capital needs.  The Company's business can be characterized
as "capital intensive" and to the extent funds are not derived
from debt securities, borrowing or limited partnerships, equity
may be used.


Dividend Policy

The Company has never paid cash dividends on its Common Stock or
other securities.  The Company currently anticipates that it will
retain all of its future earnings for use in the expansion and
operation of its business and does not anticipate paying any cash
dividends in the foreseeable future.


Notes Payable; Royalty Agreements

There are 17 individuals who advanced cash to the Company in
exchange for royalty rights (the "Royalty Holders").  Under the
agreement, the Company will pay royalties aggregating 2.267% of
the manufacturer's actual net price for which each TelliPhone
device is sold.

As part of CoNetCo's acquisition of Guinness Production, Inc.,
Guinness Computer Television Corporation (the "Guinness
Companies"), in the Agreement dated February 18, 1990, CoNetCo
also acquired all of the concepts previously developed by
Lawrence A. Guinness ("Guinness") in both Canada and the United
States.  Part of the consideration for the acquisition of
Guinness' rights  in the United States and Canada to the
theoretical models of the TelliPhone and the TelliPages
Directory, as well as all of Guinness' rights to the products
previously developed by the Guinness Companies, was the issuance
to Guinness of Common Stock in CoNetCo and a continuing royalty
of 5% of all revenues generated by CoNetCo or any of its
subsidiaries.


ITEM 2.  PROPERTIES

The Company currently occupies and has a three year lease on
approximately 2000 square feet of space located in Mill Valley,
California, where it maintains its administrative offices and
TelliPages servers.  In addition, the Company currently occupies
approximately 400 square feet of space in Sausalito, California,
approximately two miles from its administrative offices and
server, where it maintains its engineering, research, and product

<PAGE>24

development facilities.  This space is leased on a month to month
basis and is sufficient to meet the current requirements of the
Company and the business which it conducts.  All production of
the final product will, in the near future, be sub-contracted to
other manufacturers and suppliers.

The Company will be required to expand when operations commence.
There is adequate space for expansion in Marin County,
California, the area in which the Company is currently located.

The Company does not intend to consider setting up its own
facilities to manufacture TelliScreens until after the initial
introduction of its products and the systems which it is
developing have been fully tested.  Management expects an
increase in facilities requirements during 2000.


ITEM 3.   LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings.


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


No matter was submitted during the fourth quarter of the fiscal
year covered by this report to a vote of security holders,
through the solicitation of proxies, or otherwise.





<PAGE>25

                        PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS


Market Information

The shares of stock of the Company are currently listed on the
National Association of Securities Dealers ("NASD") Over The
Counter Bulletin Board ("OTC") under the stock symbol TELI.
There can be no assurance that a long term active public market
for the Common Stock will develop or be sustained.

The following table sets forth the range of high and low prices
for the periods indicated:

                      1999             1998
                  High    Low      High    Low

First quarter    $ .44   $.11      $.50    $.10
Second quarter   $ .31   $.19      $.55    $.10
Third quarter    $ .33   $.19      $.44    $.12
Fourth quarter   $2.62   $.25      $.50    $.12

There is currently no common equity that is subject to
outstanding options or warrants to purchase, or securities
convertible into common equity which have been issued by the
Company that are capable of being sold pursuant to Rule 144 under
the Act until two years after March 15, 1994.  The Company has
not agreed to register any common equity for sale by security
holders.


Holders

As of December 31, 1999, there were 554 shareholders, holding a
total of 24,792,243 shares of Common Stock of the Company.  The
Company has no knowledge of any matter since that date that would
effect any change to that total.

Lawrence A. Guinness, President and Director of the Company, is
the holder of 10,615,166 shares of the Common Stock of the
Company which represents 42.8% of the Company's common equity.
Other than Mr. Guinness, only two other people have a beneficial
ownership of five percent (5%) or more of the Common Stock in the
Company.  Richard A. Morse, Vice President of Engineering and
Technology, is the holder of 1,250,000 shares of Common Stock
which represents 5.05% of the common equity.  Dr. Michael Irwin
is the holder of 2,960,333 shares of Common Stock which
represents 11.9 % of the common equity.


Dividends

The Company is a development stage company and, since its
inception, has not yet generated any sales.  As a result, it is
not in a position to declare any dividends, nor does it intend to
declare any dividends in the near future.


ITEM 6. SELECTED FINANCIAL DATA

             FIVE YEARS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                    1999          1998         1997         1996           1995
<S>                  <C>           <C>         <C>           <C>             <C>
Net Sales           None          None         None          None           None

Income (Loss)
from Continuing
Operations(A)   $(327,286)     $(1,103,606)  $(370,409)   $(491,369)    $(199,556)

Income (Loss)
from Continued
Operations
Per Share            (.01)            (.07)        (.03)        (.04)        (.02)
TOTAL ASSETS      $313,466         $225,750     $ 40,511    $ 39,528     $229,416

<PAGE>26

Weighted
Average Number
of Common Shares
Outstanding(B)  21,113,576       16,049,257   14,130,565   13,427,480   12,738,397

Long Term
Obligations(C)         ---              ---          ---          ---          ---

Cash Dividends
Declared
Per Share             None             None         None          None        None
</TABLE>
(A)   Cumulative results of operations since inception are losses
totaling $(12,025,999).

(B)   Giving effect to amended agreement of March 15, 1994
increasing the 5,880,246 shares issued on February 18, 1990 to
8,000,000 shares.

(C)   Excludes $435,000 of notes payable which are classified as a
current liability since the original due date was in 1991.

NOTE:  CoNetCo, Guinness Productions, Inc., and Guinness
Computer Television Corporation are predecessors of the Company
and the financial data of the Company includes the
predecessors.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

EXCEPT FOR HISTORICAL INFORMATION, THE DISCUSSION IN THIS REPORT
CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED HEREIN.  FACTORS THAT COULD
CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED BELOW, AND THE RISKS DISCUSSED UNDER
THE CAPTION, "FACTORS AFFECTING COMPANY'S BUSINESS OPERATING
RESULTS AND FINANCIAL CONDITION" IN ITEM 1 OF THIS ANNUAL REPORT
ON FORM 10-K.


 Overview

The Company was founded in 1993 and has been principally engaged
in the research and development activities related to an
advanced navigational and integrated applications software
system that enables people to exchange information and conduct
business over local telephone lines from a computerized consumer
appliance (TelliScreen) with a display screen and online
capabilities for transmitting, receiving and processing
information.  Prior to the formation of the Company, research
and development of the TelliPhone was undertaken through
predecessor companies, Guinness Productions and Guinness
Computer Television which commenced operations in 1981.  The
cumulative operating results of the Company include those
operations of companies deemed to be predecessors to the
Company.  The Company's major emphasis during fiscal 1999 has
been the refinement of the TelliScreen and the development of an
operating system for accessing the online Marin TelliPages
through personal computers.

Guinness Telli*Phone has generated no revenues and incurred
cumulative losses of approximately $12 million dollars since
inception, of which approximately $7.2 million of such losses
relate to those of the predecessor companies. The Company is in
the process of signing up advertisers in the Marin TelliPages
Directory for commencement of operations during the current
year.  Future profitability of the Company is dependent upon
successful commercialization of the TelliScreen and the online
operating system.  Furthermore, as the Company attempts to
achieve commercialization of its products, it could encounter
seasonality or other currently unforeseen factors causing
additional variability in its future operating results. The
report of the Certified Public Accountant expresses substantial
doubt about the Company's ability to continue as a going
concern.

<PAGE>27

 Liquidity and Capital Resources

The Company is not in a liquid position at this time nor does it
possess any assets that could be deemed liquid, other than cash
of approximately $233,000. Liquidity of the Company is expected
to be severely impacted until operations commence and revenues
are generated.

Since inception, the Company and its predecessors have funded
its research and development efforts by selling equity
securities and borrowing capital.  Approximately $ 7 million of
additional paid-in capital represents liabilities of the
predecessor companies operations which were personally assumed
by the Company's principal shareholder.

As a result of the development of the operating system for
accessing the online Marin TelliPages through personal
computers, the Company will be able to commence operations prior
to the production of the TelliScreen.  However, it is still the
company's intention to produce TelliScreens to expand the
availability of the TelliPages to the entire community.

Our engineers have designed an inexpensive TelliScreen computer
board that eliminates many hardware components necessary for the
operation of a personal computer but unnecessary for the
successful operation of the TelliScreen as the everyday consumer
product it was designed to be.  For the initial market the
Company estimates that it will pay approximately $300 for the
hardware components of each TelliScreen assembled.  The Company
has received estimates from consultants experienced in the
manufacture of hardware components of a price of less than $200
per TelliScreen.  It is difficult to predict an accurate price
until the Company learns from its market introduction the level
of consumer response to the Company's software products to
determine the size of runs that are most feasible.  If the
Company's product is very successful then there will be
available to the Company many methods of financing the
manufacture of TelliScreens that will allow the Company to order
larger runs and further reduce the cost to manufacture
TelliScreens.  To this end, the Company has begun discussions
with a major manufacturer of telecommunications equipment that
is capable of producing TelliScreens at a favorable price.

When the introduction of the TelliPages Directory is underway
the Company plans to approach potential partners to renew
discussions to arrange financing through the licensing of its
technology for their use.  The Company has no assurance that it
will be able to renew the discussions or, that if discussions
are opened once again, it will be successful in reaching any
agreements with the parties.

During 1999, the Company sold 8,749,700 shares of common stock
for approximately $1,614,000.  The proceeds were used to fund
general and administrative expenses of the Company.  The Company
also issued 60,000 shares of common stock to acquire equipment
valued at $12,000 and 50,000 shares for various consulting
services valued at $4,500.

During 1998, the Company sold 24,750 shares of common stock for
approximately $5,000.  Such proceeds were used to fund general
and administrative expenses of the Company.  The Company also
issued 2,550,000 shares of the common stock for various
consulting services performed.  The stock was valued at
$366,300.  $266,300 related to stock issued for services
rendered by December 31, 1998 was recorded as expense and
$100,000 related to stock issued for services to be rendered in
1999 was recorded as a prepaid expense at December 31, 1998.

During 1996 the  Company was advanced various non-interest
bearing funds from a minority shareholder to fund operating
expenses.  As of December 31, 1996, total funds advanced were
$250,000.  Approximately $122,000 of the funds were received
directly by the Company's primary shareholder.  Although the
primary shareholder anticipates repaying such advances in the
future, there is currently no agreement requiring repayment.
Accordingly, the amount has been treated as officer's salary for
the year ended December 31, 1996.  In January 1997, the minority
shareholder advanced additional funds totaling $73,000.  In
February 1997, the Company and the minority shareholder

<PAGE>28

completed negotiations to convert the $343,000 of advances to
common stock.  The Company issued 675,680 shares of stock under
Regulation S of the Securities Act of 1933 as repayment in full
for such advances.

On October 19, 1995, the Company sold and issued a total of
700,000 shares of the common stock for a total of $301,000.  On
December 15, 1995, the Company sold and issued a total of
135,000 shares of the common stock for a total of $101,250.  The
capital has been used to secure the components that will be used
to produce TelliPhones for the market introduction and to
complete the TelliPhone software to manage the components in the
working model.

The Company has 17 notes, dated July 7, 1989, due to individuals
who advanced cash to the Company in exchange for promissory
notes and royalty rights.  These notes continue to bear interest
at 10% per annum and all are in default.  It is the intention of
the Company to offer stock to those note holders who wish to
receive common stock in Guinness Telli*Phone Corporation and a
repayment proposal for those investors who wish to receive cash.
The Company feels that it will not be in a position to determine
the conditions of such a proposal until the initial marketing of
its product is underway.

Management anticipates potential future revenues will be
generated from two primary sources.

(a)   Purchases of commercial space in the TelliPages Directory by
      local businesses and community groups and associations.

(b)   Licensing fees from organizations that wish to communicate
      with TelliPages users through their TelliScreens.

Management plans to explore the feasibility of selling franchises
to qualified organizations for the right to operate a TelliPages
Directory within a defined geographical area as a method of
financing the establishment of new TelliPages Directory
geographical sites.

As of December 31, 1999, the Company has a deferred tax asset of
approximately $1.7 million which is 100% reserved.  See Footnote
10 of the audited financial statements for additional
information.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


The information required by this item is incorporated by
reference to the Company's Consolidated Financial Statements, and
the related notes thereto, which are attached hereto and submitted
in a separate section of this report.


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

A current report on Form 8-K was filed on February 9, 2000
regarding a change in independent accountants.

The previous accountants reports on the Company's financial
statements for the two years ended December 31, 1998 and 1997 were
modified as to the uncertainty of the Company to continue as a
going concern.

In connection with its audits for the two most recent years ended
December 31, 1998 and 1997 and through February 2, 2000, the date
of the change, there were no disagreements with the previous
accountants on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of the
previous accountants, would have caused them to make reference
thereto in their report on the financial statements for the years
ended December 31, 1998 and 1997.

<PAGE>29

                         PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS

The executive officers and directors of the Company, and their
ages and positions as of December 31, 1999, are as follows:

     Name             Age                  Position

Lawrence A. Guinness  56          President, Chief Executive
                                      Officer and Director

Dixie K. Tanner       57           Secretary, Vice Pres.
                                    Publishing, Director

Arthur Korn           61          Chief Financial Officer
                                       and Director

Richard A. Morse      50              Vice President,
                                  Engineering and Technology

D. Greg Martin        45              Vice President,
                                     Corporate Finance


There are no arrangements or understanding between any of the
directors or executive officers of the Company and any other
person or persons pursuant to which they were selected as
directors or officers.  All officers plan to devote full time to
the Company.  No other person has been nominated or chosen to
become an officer at the present time.

There is no family relationship between any director or executive
officer of the Company.  No other person has been nominated or
chosen to become an officer at the present time.


Background of Directors and Executive Officers

Lawrence A. Guinness, a founder of the Company, has served as the
Company's President, Chief Executive Officer, and a member of the
Company's Board of Directors since its founding.  He has devoted
most of his adult life to various ventures in the publishing
business.

In 1967, Mr. Guinness, with $300,000 in private funding, founded
Guinness Publishing Ltd., Toronto, Canada, a company that
published educational textbooks for the elementary school
curriculum.  The company's publications became an instant success
with the schools in Canada and sales were made to United States
and other foreign countries.  Mr.  Guinness was a publisher in
the true sense in that his company (1) thoroughly researched the
marketplace to target product before development of a
publication, (2) authored all its publications in-house, and (3)
marketed, shipped, and maintained an inventory from its own
offices and warehouses.  The company became a recognized leader
in the field of Canadian educational textbook publishing and,
because of its successful record of sales, the company was
awarded Canadian distribution rights to publications published by
companies in Great Britain and the United States to expand its
line of products.

In 1969, with $500,000 obtained from a New York venture capital
firm, Mr. Guinness founded Guinness Publishing Ltd., New York, to
publish educational textbooks for the entire North American
marketplace.  In addition to producing and marketing its own
successful publications, it authored material, under contract,
for American Book Company, a division of Lytton Industries.

In 1979, Mr. Guinness sold his foreign publications to finance
the development of computer programmed materials and educational
programs.

From 1980 to 1988, using $1,000,000 of his own funds and an
additional $5,000,000 raised from various private sources, he
founded Guinness Productions, Inc., to develop various computer
software programs and authoring systems, and Guinness Computer
Television Corporation to develop software for a computer
networking and navigational system to distribute the programs

<PAGE>30

that he had created.  In 1989 he founded CoNetCo, now a
subsidiary of Guinness Telli*Phone Corporation, to develop an
easy-to-use, inexpensive screen telephone (the TelliPhone) to
access these and other programs and to receive information from
Computer network information servers.  The materials, products,
and computer software programs developed since 1980 have been
incorporated and integrated into Guinness Telli*Phone
Corporation.

From 1980 until 1987, while operating Guinness Productions, Inc.,
and Guinness Computer Television Corporation, Mr. Guinness
borrowed funds from time to time from certain qualified private
individuals for the development of some of the software being
utilized by Guinness Telli*Phone Corporation.  Some of these
investors of Guinness Productions, Inc., and Guinness Computer
Television Corporation hold notes payable by Mr. Guinness that
are in default.  Even though the Statute of Limitations has run
regarding the right of the holders of these securities to
rescind, Mr. Guinness intends to offer to all investors, who have
invested in the development of the software utilized by Guinness
Telli*Phone Corporation an opportunity to have all their cash,
plus interest, returned or, as an alternative, to receive shares
of his Common Stock in Guinness Telli*Phone Corporation, at their
option.


Dixie K. Tanner serves as Secretary, Vice President and Director
of the Company.  She has worked with Mr. Guinness on various
publishing projects since 1977.  Since graduating from the
University of British Columbia in 1964 with a BA in Anthropology
and Psychology, she has been a tutor for handicapped children and
a buyer, manager, and proprietor for retail businesses.  From
1977 to 1979 she served as an author and editor of Guinness
Publishing Limited in Canada.  After Guinness Publishing Limited
was sold, until 1986, Ms. Tanner returned to community work as a
volunteer and successful fund raiser.

In 1986 Ms. Tanner joined Guinness Computer Television
Corporation as the Editor-in-Chief of programming and
development.  In 1989 she joined CoNetCo, a subsidiary of the
Company, as Vice President and Editor-in-Chief of the TelliPages
Directory.

Arthur Korn joined the Company as Chief Financial Officer and
Director in August 1996.  From 1962 to 1979 Mr. Korn held various
positions with J.H. Cohn & Company, a large regional CPA firm in
New Jersey, including the partner in charge of the quality
control department and from 1976 to 1979 was the Managing Partner
of the firm's Nevada offices.  In 1979, Mr. Korn joined the San
Francisco office of Mann Judd Landau, Certified Public
Accountants, a small national firm, and was the Managing Partner
from 1981 to 1984.  In 1984, Mr.  Korn merged his office into the
San Francisco office of Moss Adams, a large regional West Coast
CPA firm, and was the partner in charge of that office's audit
and accounting department.  In 1988 he opened his own practice
serving a wide variety of industries with clients from closely
held corporations to publicly owned corporations registered with
the Securities and Exchange Commission.

Mr. Korn is currently licensed as a CPA in California.  He is a
member of the American Institute of CPAs, the California Society
of CPAs, the New York State Society of CPAs, and the New Jersey
State Society of CPAs.  He has been a member of the California
State Board of Accountancy Report Quality Monitoring Committee
since January, 1994.  He was a member of the State Accounting
Principles and Auditing Standards Committee (AP & AS) for the
California Society of CPAs for seven years and Chairman of the
San Francisco Chapter AP & AS for three years.  He is a member of
the East Bay Chapter AP & AS, Managing an Accounting Practice
Committee and the Litigation Support Committee.  Mr.  Korn holds
a BS degree in Accounting from Fairleigh Dickinson University.

Richard Alden Morse serves as Vice President of Engineering and
Technology for the Company.  Since 1986 Mr.  Morse has served as
a consultant on various computer related development projects.
Since 1989 he has consulted with CoNetCo, a subsidiary of the


<PAGE>31

Company, and has been instrumental in the designing, development,
and building of the hardware and software operating systems for
the TelliPhone and TelliScreen.

From 1985 to 1986 Mr. Morse worked for NEC as the Technical
Manager for the Single Chip Microcomputer Product Group.  He
supported three families of microcomputers and helped the
Japanese design a new set of single chip microcomputers for
American managed groups of engineers.  From 1979 to 1984 he was
employed with Fairchild Semiconductor and in 1983 and 1984 he
served as Product Planning Manager for the Microprocessor
Division where he managed a group of engineers who designed
advanced telcom chips (x.25 and MPCC).  Mr.  Morse holds a BS
degree in Physics from the University of New Hampshire.

Greg Martin joined the Company August 1, 1999 as Director of
Investor Relations as the resource person for investor inquiries.
Recently he has been appointed Vice President of Corporate
Finance.  Mr. Martin has been both a licensed securities dealer
and investment consultant.  Prior to that he was Vice President
of Operations for a Fortune 500 company with an extensive
background in communications, public relations and fundraising.
He is a former Captain in the United States Marine corps.

The Message Board, added to our web site in January 2000, helps
Mr. Martin keep apprised of investor and public commentary and
provides a forum for him to answer questions about the Company
globally.

Directorships

No Director of the Company holds any other directorship in any
company with a class of securities registered pursuant to section
12 of the Securities Exchange Act or subject to the requirements
of section 15(d) of such Act or any company registered as an
investment company under the Investment Company Act of 1940, 15
U.S.C. 80a-1, et seq., as amended.

Involvement in Certain Legal Proceedings

None of the directors of the Company or persons nominated are
involved in any legal proceedings as outlined in Item 401 (f)
that are material to the evaluation of their ability or
integrity.

From 1980 until 1987 Lawrence A. Guinness borrowed funds from
time to time from certain qualified private individuals for the
development of some of the software being utilized by Guinness
Telli*Phone Corporation.  In 1987 the Commissioner of
Corporations of the State of California issued a "Cease and
Desist" order preventing Mr.  Guinness from borrowing any further
monies and claiming these loans involved the sale of securities.
The matter was referred by the Commissioner to the District
Attorney in Marin County, California, who met with Mr.  Guinness
and after informing him that the County had investigated the
loans thoroughly, dismissed the matter with taking any formal
action.  The District Attorney also advised Mr.  Guinness to
consult a securities attorney before making any future financial
transactions.  To this day Mr.  Guinness has complied.

Promoters and Control Persons

See "Involvement in Certain Legal Proceedings" above.

ITEM 11.	  EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
                                                             Long-term
Name and                       Annual Compensation         Compensation
Principal Position              Year   Salary(1)Bonus       Awards          Other
<S>                               <C>      <C>     <C>        <C>            <C>
Lawrence Guinness                1999    $59,500    --          --             --
President and CEO                1998   $410,000(2)             --             --
                                 1997    $21,951    --          --             --
</TABLE>



<PAGE>32

(1)   The Company does not have a formal employment contract.
      Compensation has been based upon annual discretionary
      factors such as technical advancements of the TelliPhone
      products and the generation of capital.
(2)   Includes $378,000 accrued at December 31,1998 and paid
      in 1999 with the issuance of 2,265,000 shares of the
      Company's Common Stock.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

Controlling Interest

Lawrence A. Guinness is the only person who has beneficial
ownership of over Five percent (5%) of the Common Stock in the
Company:
<TABLE>
<CAPTION>
Title of    Name and Address of       Amount and Nature of      Percent
  Class      Beneficial Owner        Beneficial Ownership      of Class
<S>                <C>                      <C>                   <C>
Common       Lawrence A. Guinness      10,615,166 shares          42.8%
             655 Redwood Hwy., #111
             Mill Valley, CA 94941

Common       Michael Irwin             2,960,333 shares           11.9%
             4162 Lomac St.
             Montgomery, AL 36106

Common       Richard A. Morse          1,250,000 shares          5.05%
             303 Bridgeway, Suite 405
             Sausalito, CA 94965
</TABLE>

Security Ownership of Management

The following table sets forth certain information with respect to
the beneficial ownership of the Company's Common Stock as of
November 30, 1998, (i) each person or entity who is known by the
Company to beneficially own five percent or more of the
outstanding Common Stock of the Company, (ii) each of the
Company's directors, (iii) each of the named officers, and (iv)
all directors and executive officers of the company as a group.
Except as noted below, the address for each such person is c/o
Guinness Telli*Phone Corporation, 655 Redwood Highway, Suite 111,
Mill Valley, CA 94941.
<TABLE>
<CAPTION>
Title of           Name and Address of           Amount and Nature of       Percent
  Class            Beneficial Owner              Beneficial Ownership      of Class
<S>                    <C>                               <C>                  <C>
Common            Lawrence A. Guinness             10,615,166 shares         42.82%
                  Pres., CEO, Director
                  655 Redwood Hwy., #111
                  Mill Valley, CA 94941

Common            Dixie K. Tanner                     735,000 shares         2.96%
                  Secretary, Director
                  655 Redwood Hwy., #111
                  Mill Valley, CA 94941

Common            Arthur Korn                         250,000 shares         1.00%
                  CFO, Director
                  655 Redwood Hwy., #111

Common            Richard A. Morse                  1,250,000 shares         5.04%
                  V.P. Engineering
                  and Product Development
                  3030 Bridgeway, #405
                  Sausalito, CA 94965

Common            D. Greg Martin                      264,000 shares         1.06%
                  Vice President
                  Corporate Finance
                  655 Redwood Hwy., #111
                  Mill Valley, CA 94941
Total                                               13,114,166 shares        52.89%
</TABLE>

<PAGE>33

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Notes Due By Lawrence A. Guinness; Dilution of Guinness'
Ownership in the Company

All of the investors who loaned funds to Guinness to invest in
the Guinness Companies hold notes payable by him that are in
default.  Even though the Statute of Limitations has run
regarding the right of the holders of these securities to
rescind, Guinness intends to offer his note holders an
opportunity to have all their notes payable, plus interest
(totaling approximately $1.1 million) repaid, or, as an
alternative, to receive Common Stock in the Company, at their
option.  Guinness plans to offer his personal stock in Guinness
Telli*Phone Corporation to those investors who wish to receive
Common Stock in the Company, thus there will be no dilution to
the issued and outstanding shares of the Company.  However, this
will dilute Guinness' present ownership in the Company and have
an impact on his control of the Company's operations.  The
outcome from this event and its effect on the future of the
Company cannot be determined at this time.  For those investors
who wish to receive cash, it is the intention of Guinness to
arrange financing through an investment banker.  This financing
may take the form of debt financing, securities financing, or a
public sale of enough of Guinness' Guinness Telli*Phone
Corporation shares of Common Stock to satisfy the debt to the
note holders remaining.




<PAGE>34

                         PART IV


ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
              ON FORM 8-K

(a)   Documents filed as part of this report:

   (1)   Financial Statements of the Registrant set forth under
         ITEM 8 are filed as part of this report.

   (2)   The Financial Statement Schedule other than those listed
         above have been omitted since they are either not
         required, not applicable, or the information is
         otherwise included.




<PAGE>35

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY

(A Nevada Corporation and A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31,1999 AND DECEMBER 31,1998

GUINNESS TELLI*PHONE CORPORATION
And Subsidiary
(A Development Stage Company)
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>                                                                 <C>
Independent auditors' report                                         Page 2

Consolidated balance sheet - December 31, 1999 and
December 31, 1998                                                 Exhibit A

Consolidated statement of operations for the years ended          Exhibit B
December 31, 1999, December 31, 1998, and December
31, 1997

Consolidated statement of stockholders' deficit for the years     Exhibit C
ended December 31, 1999, December 31, 1998, and December 31,    Pages 1 - 2
1997 and prior years through inception

Consolidated statement of cash flows for the years ended          Exhibit D
December 31, 1999, December 31, 1998, and December 31, 1997     Pages 1 - 2

Notes to consolidated financial statements - December 31,         Exhibit E
1999, December 31, 1998, and December 31, 1997                  Pages 1 - 9
</TABLE>



<PAGE>36

ROONEY IDA NOLT AHERN
ACCOUNTANCY CORPORATION

1220 Oakland Blvd.
Suite 310
Walnut Creek
CA  95496-4324
(925) 210-2180
fax (925) 210-2199
1-800-RINA-CPA

The Board of Directors and Stockholders
Guinness Telli*Phone Corporation and Subsidiary

We have audited the consolidated balance sheet of Guinness Telli*Phone
Corporation and Subsidiary (a Nevada corporation and development stage
company as of December 31, 1999, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for
the year 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 audit.
The financial statements of Guinness Telli*Phone Corporation and
Subsidiary as of December 31, 1998and December 31, 1997 and for the
years then ended, were audited by other auditors whose report dated
August 6, 1999, on those statements included an explanatory paragraph
that described the going concern uncertainty for fully discussed in
Note 1 to those financial statements.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 1999 financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Guinness Telli*Phone Corporation and Subsidiary as of
December 31, 1999, and the results of its operations and cash flows
for the year then ended in conformity with generally accepted
accounting principles.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note 3, the Company has been in the development stage
since its inception and has sustained recurring losses, has negative
working capital, is in default of its loan agreements, and has a
stockholders' deficit.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.  Continuation as
a going concern is dependent upon the Company's ability to meet its
past due debt obligations and future financing requirements and the
success of its future operations, the outcome of which cannot be
determined at this time.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.   Management's plan regarding future operations is also
described in Note 3.

Rooney, Ida. Nolt and Ahen
Walnut Creek, California
March 20, 2000



<PAGE>37

EXIHIBIT A

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS                       December 31, 1999      December 31, 1998
---------                    -----------------      -----------------
<S>                                <C>                     <C>
CURRENT:
Cash                         $          233,689     $         105,913
Prepaid expenses                              -               100,000
                             ------------------     -----------------
TOTAL CURRENT ASSETS                    233,689               205,913
                             ------------------     -----------------
PROPERTY AND EQUIPMENT, at cost:
Equipment                               118,364                71,432
Office furniture                         13,824                     -
Software                                  4,850                     -
                             ------------------     -----------------
Totals                                  137,038                71,432
Less accumulated depreciation            63,970                51,595
                             ------------------     -----------------
NET PROPERTY AND EQUIPMENT               73,068                19,837
                             ------------------     -----------------
OTHER:
Lease deposits                            6,709                     -
                             ------------------     -----------------
                             $          313,466     $         225,750
                             ==================     =================
LIABILITIES
------------
CURRENT:
Notes payable              $            435,000    $          435,000
Stockholder advance                      27,029               177,177
Accounts payable                         42,953               583,518
Deferred royalty income                 125,000               125,000
Unissued stock                                -               660,500
Accrued interest                        738,004               631,372
Accrued payroll taxes                   144,400                     -
Accrued salaries and wages               35,000                34,053
                           --------------------    ------------------
TOTAL LIABILITIES
       (All Current)                  1,547,386             2,646,620
                           --------------------    ------------------

STOCKHOLDERS'DEFICIT (Exhibit C)
---------------------------------
COMMON STOCK, $.OO1 par value; shares authorized,
1,00,000,000; issued and outstanding, 26,294,610
(1999) and 17,434,910 (1998)
                                         26,295                17,435

ADDITIONAL PAID-IN-CAPITAL           10,882,148             9,260,408

DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
                                    (12,142,363)          (11,698,713)
                               ----------------    -----------------
TOTAL STOCKHOLDERS'DEFICIT           (1,233,920)          (2,420,870)

                               $        313,466    $          225,750
</TABLE>
See notes to consolidated financial statements.



<PAGE>38

EXHIBIT B

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
<TABLE>
<CAPTION>
                        Cumulative
                          During
                          Development    Year Ended   Year Ended  Year Ended
                         Stage           Dec.31,      Dec. 31,    Dec 31,
                                           1999         1998         1997
                          ----------     --------     ----------   ---------
<S>                         <C>             <C>          <C>           <C>
OPERATING EXENSES:
Research and development  $4,551,152     $     -      $    -       $     -
Interest                   4,462,723      106,632       96,944      88,128
President's salary           974,440       59,500      410,000      21,951
Rent                         406,840       34,404       26,868      32,115
Other                      2,144,109      640,015      569,794     228,215
                         -----------    ---------     --------    --------
Total operating expenses  12,539,264      840,551    1,103,606     370,409
                         -----------    ---------    ---------   ---------
LOSS FROM OPERATIONS     (12,539,264)    (840,551) (1,103,606)    (370,409)

OTHER INCOME:
Write-off of expired liabilities
                             515,665       515,665           -           -
                          ----------    ----------   ---------    --------
LOSS BEFORE
   INCOME TAXES
                         (12,023,599)     (324,886) (1,103,606)  (370,409)
PROVISION FOR
   INCOME TAXES                2,400         2,400           -          -
                         -----------    ----------   ---------   --------
NET LOSS                $(12,025,999)    $(327,286) $(1,103,606)$(370,409)
                        ============     =========  ===========  ========
BASIC AND DILUTED EARNINGS PER SHARE:

Loss per share                           $   (0.01) $     0.07  $   (0.03)
                                         =========  ==========  =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                             21,113,576  16,049,257 14,130,565
                                        ==========  ========== ==========
</TABLE>
See notes to consolidated financial statements.



<PAGE>39

EXHIBIT C

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDLARY
(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
------------------------------------------------
<TABLE>
<CAPTION>
                                                           Deficit
                                                         Accumulated
                          Common Stock      Additional     During           Total
                                              Paid-In     Development   Stockholders'
                         Shares    Amount    Capital       Stage          Deficit
                         --------------      ---------   -----------    ------------
<S>                        <C>       <C>       <C>          <C>             <C>
Stock issued for product
   rights
                        2,350,000   $2,350   $      -     $      -     $       2,350

Stock issued for predecessor
company assets,including
assumption of predecessor
company debt            8,000,000    8,000   7,147,091            -         7,155,091

Sale of common stock
                          141,000     141      134,364            -           134,505

Contributed capital by
majority shareholder through
sale of personal stock
                                -       -      285,366            -           285,366

Stock sold for cash of
$240,570 and a receivable
of $55,930                550,000     550      295,950            -           296,500

Stock issued for all of
the outstanding shares of
Innstar Corporation
                        1,551,480    1,551           -            -             1,551

Contributed capital             -        -      99,580            -            99,580

Stock sold for cash of
$301,000 and a receivable
 of $101,250
                          835,000      835     401,415            -           402,250

Net loss from November 12,
1980 (inception)
to December 31, 1995            -        -          -    (9,733,329)      (9,733,329)
                       ----------    -----    -------    ----------        ---------
BALANCE, DECEM13ER 31,1995
                       13,427,480   13,427   8,363,766   (9,733,329)      (1,356,136)

Net loss                        -        -           -     (491,369)        (491,369)
                       ----------   ------   ---------   ----------      -----------
BALANCE, DECEMBER 31,1996
                       13,427,480  $13,427  $8,363,766 $(10,224,698)     $(1,847,505)
</TABLE>

See notes to consolidated financial statements.



<PAGE>40

EXHIBIT C
Page 2

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS'DEFICIT
-----------------------------------------------
<TABLE>
<CAPTION>
                                                          Deficit
                                                        Accumulated
                     Common Stock           Additional     During           Total
                                              Paid-In     Development   Stockholders'
                    Shares    Amount          Capital       Stage          Deficit
                    -------   -------       ----------    --------       -----------
<S>                   <C>       <C>             <C>          <C>             <C>
Stock issued for
  conversion of debt
                     675,680      $676        $322,724     $        -      $323,400

Stock sold for cash  207,000       207         178,293              -       178,500

Stock issued in
exchange for
consulting services  550,000       550          26,950              -        27,500

Net loss                   -         -               -       (370,409)     (370,409)
                  ----------    ------      ----------    -----------    ---------
BALANCE, DECEMBER 31,1997
                  14,860,160     14,860      8,891,733    (10,595,107)   (1,688,514)

Stock sold for cash
                      24,750         25          4,925              -         4,950

Stock issued in
exchange for consulting
and professional services
                   2,550,000     2,550         363,750             -        366,300

Net loss                   -         -               -    (1,103,606)    (1,103,606)
                   ---------    ------        --------    ----------      ---------
BALANCE, DECEMBER 31,1998
                  17,434,910    17,435       9,260,408   (11,698,713)    (2,420,870)

Stock sold for cash
                   8,749,700     8,750       1,605,350             -      1,614,100

Stock issued in
exchange for equipment
                      60,000        60          11,940             -         12,000

Stock issued in exchange for consulting
and professional services
                      50,000        50           4,450             -          4,500

Net loss                   -         -               -      (327,286)      (327,286)

Prior period adjustment
                           -          -              -      (116,364)      (116,364)
                  ----------    -------       --------    ----------    ------------
BALANCE, December 31, 1999
                  26,294,610     $26,29    $10,882,148  $(12,142,363)   $(1,233,920)
                  ==========    =======    ===========   ============    ==========
</TABLE>
See notes to consolidated financial statements.




<PAGE>41

EXHIBIT D
Page 1

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS
-----------------------------------------
<TABLE>
<CAPTION>
                                    Cumulative
                                      During
                                    Development      Year Ended         Year Ended       Year Ended
                                      Stage         Dec. 31, 1999     Dec. 31, 1998     Dec. 31, 1997
      <S>                              <C>               <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (Exhibit B)                (12,025,999)      (327,286)     (1,103,606)  $    (370,409)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Depreciation                             63,970         12,375          10,600           10,600
Deferred royalty income                 125,000              -               -                -
Stock issued for consulting
and professional services               398,300          4,500         366,300           27,500
Increase in accrued liabilities
from prior period adjustment           (116,364)      (116,364)              -                -
Decrease (increase) in:
Prepaid expenses                              -        100,000         (85,413)         (14,587)
Increase (decrease) in:
Accounts payable                        220,130       (540,565)         39,931            3,864
Accrued liabilities                     797,404       (408,521)        671,497           88,128
                                     ----------     ----------     -----------        ----------
NET CASH USED BY OPERATING
ACTIVITIES                          (10,537,559)    (1,275,861)       (100,691)        (254,904)
                                    -----------     ----------     -----------        ---------
CASH FLOWS FROM @STING ACTIVITIES:
Purchase of property and equipment     (125,038)       (53,606)         (4,600)         (6,714)
Lease deposits                           (6,709)        (6,709)              -               -
                                     ----------      ---------     -----------        --------
NET CASH USED BY INVESTING
ACTIVITIES                             (131,747)       (60,315)          (4,600)        (6,714)
                                     ----------      --------       -----------       --------
CASH FLOWS FROM FINANCING ACTFVITIES:
Contributed capital                   7,543,938             -                 -              -
Sale of stock and
payment received for
unissued stock                        2,593,625     1,614,100           124,950        178,500
Debt proceeds - long term               435,000             -                 -              -
Increase (decrease) in:
Stockholder advances                    173,252      (150,148)           86,167         73,400
Collection of stock subscriptions
    Receivable                          157,180             -                 -              -
                                     ----------     ---------       -----------        -------
  NET CASH PROVIDED BY FINANCING
  ACTIVITIES                         10,902,995     1,463,952           211,117        251,900
                                     ----------     ---------       -----------        -------
NET INCREASE (DECREASE) IN CASH         233,689       127,776           105,826         (9,718)

CASH, beginning of year                       -       105,913                87          9,805
                                     ----------     ---------       -----------        -------
CASH, end of year                    $  233,689       233,689           105,913             87
                                     ==========     =========       ===========        =======
</TABLE>
See notes to consolidated financial statements.



<PAGE>42

EXHIBIT D
Page 2

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
<TABLE>
<CAPTION>
                                             Year Ended          Year Ended        Year Ended
                                           Dec. 31, 1999        Dec. 31, 1998    Dec. 31, 1997
                                           -------------       --------------    -------------
<S>                                              <C>                  <C>              <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Non-cash investing and financing activities:
Acquisition of property and equipment           $ 65,606           $  4,600        $           -
Property and equipment acquired through issuance
of common stock                                  (12,000)                 -                    -
                                               ---------           --------        -------------
Property and equipment purchased with cash        53,606           $  4,600        $           -
                                               =========           ========        =============
Issuance of common stock and receipt of
   paid-in capital                             1,630,500           $491,250        $     529,400
Common stock issued for consulting and
  professional services                           (4,500)          (366,300)             (27,500)
Common stock issued for equipment                (12,000)
Common stock issued in repayment of
  stockholder advances                                 -                  -             (323,400)
                                               ---------         ----------        -------------
Common stock issued for cash                $  1,614,000         $  124,950         $    178,500
                                            ============         ==========        =============
Cash paid during the year for:
Interest                                    $          -         $        -         $          -
Income taxes                                $      2,400         $        -         $          -
</TABLE>
See notes to consolidated financial statements.



<PAGE>43

EXHIBIT E
Page 1

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------

Note 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Nature of business:

The Company and its predecessors have been in the development stage
since inception.  The Company is engaged in developing an interactive
networking system, the Telli*Screen, which will allow access to
electronic information.  The Company plans initially to target a
customer base in the county of Marin, located immediately north of San
Francisco.  The Company determined that effective December 31, 1994
all significant research and development regarding the Telli*Screen
had been completed.  The cost of ongoing modifications to the
Telli*Screen continue to be expensed as the ability of this product to
generate future revenues is uncertain.

The consolidated financial statements include the accounts of Guinness
Telli*Phone Corporation (the Company) and its wholly-owned subsidiary,
Marin Telli Pages, a California corporation.  All significant
intercompany balances and transactions have been eliminated in
consolidation.  Another wholly-owned subsidiary, CoNetCo, a California
corporation, has been inactive since its formation in 1989 and has
been excluded from the consolidated financial statements for the
following reasons:

1.  CoNetCo never incurred any business activities to record in the
form of income or expense items.
2.  CoNetCo's balance sheet has no assets or liabilities and its
equity amounts are immaterial to the Company's financial statements.
3. It is the Company's present intention to dissolve CoNetCo.

As discussed below, the cumulative operating data of Guinness
Productions, Inc. and Guinness Computer Television Corp. are included
in historical financial information since they are deemed to be
predecessor companies.

Depreciation:

Depreciation is computed on a straight-line basis over the estimated
useful lives of the assets, ranging from 3 to 10 years.  Depreciation
expense of $12,375 in 1999, $10,600 in 1998 and 1997, and $63,970
cumulative during development stage has been charged to operations.

Loss per share:

As of December 31, 1997, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 128, Earnings Per
Share (SFAS 128).  SFAS 128 provides for the calculation of basic and
diluted earnings per share.  Basic earnings per share includes no
dilution and is computed by dividing income available to common
stockholders by the weighted average number of common shares
outstanding for the period.  Diluted earnings per share reflects the
potential dilution of securities, including stock option and warrants,
that could share in the earnings of an entity.  Because the Company
has a net loss, dilutive earnings per share are the same as basic
earnings per share.  As required by SFAS 128, all prior earnings have
been restated to reflect the retroactive application of this
accounting pronouncement.  Adoption of SFAS 128 had no effect on
previously reported earnings per share.

Deferred income taxes:

Deferred income tax assets and liabilities are computed annually for
differences between the financial and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the
future based on enacted tax laws and rates applicable to the periods
in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred
tax assets to the amount



<PAGE>44

EXHIBIT E
Page 2

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

NOTES TO CONSOLEIDATED FINANCIAL STATEMENTS

Note 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):

expected to be realized.  Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.

Calculated deferred tax assets result from product development costs
capitalized for tax purposes and from net operating loss carry-
forwards.  A valuation allowance has been established to zero out
deferred tax assets at December 31, 1999, December 31, 1998 and
December 31, 1997.

Fair value of financial instruments:

Statement of Financial Accounting Standards No. 107, Disclosures about
Fair Value of Financial Instruments, requires that the Company
disclose the estimated fair value for its financial instruments for
which it is practicable to estimate their values.  The Company's
financial instruments include cash, stockholder advances, notes
payable and accounts payable.  The carrying value of cash approximates
fair value due to the short maturities of these instruments.  The fair
value of other financial instruments is not practical to estimate
because of the current financial condition of the Company.

Note 2. NATURE OF ESTIMATES:

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

Note 3. FINANCIAL STATEMENT PRESENTATION:
The financial statements have been prepared assuming the Company will
continue as a going concern.  Although the Company is still in the
development stage, management is currently negotiating to raise
adequate financing to produce and place Telli*Screen units into a test
market.  The Company is continuing to pursue additional debt and
equity financing while continuing to modify and improve the
Telli*Screen.  The Company's ability to continue as a going concern is
dependent on management's success in obtaining financing, its ability
to repay past due debt obligations and the acceptance of the
Telli*Screen by the test market.  To improve its financial condition,
the Company has significantly curtailed expenditures with only
necessary costs being paid from the sale of stock.  Once the system is
in place, the Company anticipates being able to attract financial
support from those having an interest in reaching subscribers.

Note 3. FINANCIAL STATEMENT PRESENTATION (Continued):
The Company's recurring losses, negative working capital, default on
loan agreements and stockholders' deficit raise substantial doubt
about the ability of the Company to continue as a going concern.  The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Note 4. CONCENTRATIONS OF CREDIT RISK:
Cash was held in one financial institution at December 31, 1999 in an
amount exceeding the guaranteed amount of the Federal Deposit
Insurance Corporation by $133,689.

Note 5. DEBT CONVERSION:
During 1996, the Company was advanced various non-interest bearing
funds from a minority stockholder to fund operating expenses.  As of
December 31, 1996, total funds advanced were $250,000.  Approximately
$122,000 of the funds were received directly by the Company's primary
stockholder.  Although the primary stockholder anticipates repaying

<PAGE>45

EXHIBIT E
Page 3

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

NOTES TO CONSOLEIDATED FINANCIAL STATEMENTS

Note 5. Debt Conversion (Continued):

such advances in the future, there is currently no agreement requiring
repayment.  Accordingly, the amount has been treated as officer's
salary for the year ended December 31, 1996.  In January, 1997, the
minority stockholder advanced additional funds.  In February, 1997,
the Company and the minority stockholder converted the advances to
common stock.  The Company issued 675,680 shares of stock under
Regulation S of the Securities Act of 1933 as repayment in full for
advances totaling $323,400.

Note 6. NOTES PAYABLE:
The Company, through its longtime inactive wholly-owned subsidiary,
CoNetCo, entered into approximately 20 different royalty agreements
prior to 1990.  The terms of the agreements required a fixed payment
of cash for the future rights to a percentage of the future
Telli*Phone (the predecessor of the Telli*Screen) sales proceeds.  The
agreements also provided the holders of the royalty agreements the
option to convert its royalty interest into common stock of CoNetCo on
the basis of eight times the royalty payment divided by the greater of
$3 per share or three times the average bid price on the day the
Company's stock is traded after its initial public offering.  During
1990, approximately 17 of the note-holders modified their royalty
agreements to a conventional notepayable.  The aggregate principal
balance on these notes was $435,000 at both December 3l, 1999 and
December 31, 1998, and accrued interest was $738,004 and $631,372 at
December 31, 1999 and December 31, 1998, respectively.  These notes
bear interest at 10%, were in default at December 31, 1999 and 1998,
and require future royalty payments but do not contain any features
allowing the conversion to common stock.  The Company is currently
negotiating with the note holders to convert their debt and accrued
interest into common stock.

As of December 31, 1999 and 1998, the Company had received $125,000 of
advance royalty payments, which had not been converted to notes
payable.  This amount will begin to be amortized into income once
sales of the Telli*Screen commence.  The amortization period of
deferred revenue has not yet been determined.

Note 7. CONMTMENTS:
Royalty agreements:

As part of CoNetCo's acquisition of the Guinness Companies, in
February, 1990, CoNetCo granted royalty rights of 5% of all future
revenues generated by the sale or lease of the Community News Network
and the Telli*Screen instrument to the stockholder of the Guinness
Companies.  In addition, royalty and note holders received royalty
rights.  Under these agreements, the Company will pay royalties
aggregating 2.26% of the manufacturer's actual net price for which
each Telli*Screen is sold.

Stock options:

In order to provide interim funds for the development of the
Telli*Screen instrument, CoNetCo's major stockholder agreed in
September 1989 that he would sell some of his stock in CoNetCo to
"qualified investors' and remit the proceeds as donated capital to
CoNetCo.  In exchange for the donated capital, he received an option
to purchase a like number of shares sold by him at the same price he
received from their sale and contributed to CoNetCo.  This option went
unexercised and expired in September, 1999.

In 1998, the Board of Directors approved a stock option plan under
which options to purchase up to four million shares may be granted.
As of December 3 1, 1999, no options had been granted.

Stockholder and predecessor company obligations:


<PAGE>46

A creditor of the Guinness Companies, and now a creditor of the
Guinness Companies' former stockholder, has filed a lien against the
stockholder and has also named CoNetCo as an additional judgment
debtor.  The creditor is seeking to recover approximately $650,000
related to $500,000 of loans and related accrued interest borrowed by
the Guinness Companies.  The Company does not believe that it has any
legal obligation to repay the debt of the Guinness Companies and that
all such liabilities were assumed by the stockholder of the Guinness
Companies.  The stockholder of the Guinness Companies is currently the
majority stockholder of the Company.  At December 31, 1999, the
ultimate outcome of this matter is unknown and no liability has been
recorded relating to the matter.

Leases:

During 1999, the Company entered into several operating leases for its
corporate offices.  The office space leases expire between June, 2000
and February, 2005.  The Company also entered into an operating lease
for a copy machine that expires June, 2004.  The minimum aggregate
lease payments due under the operating leases are as follows:

Year Ending           Office
December 31,          Space          Copier              Total

2000                  $48,150       $ 2,460            $50,610
2001                   49,046         2,460             51,506
2002                   32,188         2,460             34,648
2003                   26,568         2,460             29,028
2004                   26,568         1,230             27,798
Thereafter              6,642            -               6,642

Totals                189,162        11,070            200,232

Note 8. INCOME TAXES:

Since the Company is in the development stage and management cannot
determine that it is more likely than not deferred tax assets will be
recovered, it has provided a I 00% valuation allowance against the
deferred tax asset resulting from its capitalized product development
costs and its net operating loss carryforwards.  Accordingly, no
deferred tax asset is reflected in the accompanying financial
statements.  There were no material deferred tax liabilities at
December 31, 1999.

The provision for income taxes shown in the accompanying statement of
operations (Exhibit B) comprises the following components:

             Year Ended          Year Ended           Year Ended
         December 31, 1999   December 31, 1998    December 31, 1997

Current        $2,400         $   -                      $  -
Deferred           -
Benefits of net operating loss
Carryforwards     -

Total provision for income
               $2,400         $   -                      $  -

Deferred income taxes shown in the accompanying balance sheet (Exhibit
A) comprises the following:
                                December 31                  Net
                               1999      1998               Change

Deferred tax assets       $1,670,180 $1,800,000          ($129,820)
Valuation allowance on deferred
tax assets                (1,670,180) 1,800,000)           129,820
Deferred tax liabilities

Net deferred income taxes

The Company's provision for income taxes differs from the expense that
would result from applying statutory rates to income before income
taxes because of certain nondeductible expenses.

The Company has approximately $2,200,000 of federal net operating loss
carryforwards expiring between 2004 and 2013.  The Company has
approximately $312,000 of state net operating loss carryforwards


<PAGE>47

EXHIBIT E
Page 4

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

NOTES TO CONSOLEDATED FINANCIAL STATEMENTS

Note8. INCOME TAXES (Continued):

expiring between 2003 and 2004.  The losses accumulated by the Company
for tax purposes is significantly lower than the accumulated losses in
these financial statements because the accumulated losses for
financial statement purposes includes approximately $7,700,000 of
losses incurred by predecessor companies which have been capitalized
for tax purposes.

Note 9. EQUITY TRANSACTIONS:
Business combinations:

In 1989, CoNetCo was formed and acquired the theoretical rights to the
Telli*Phone from a predecessor company in exchange for 2,3 50,000
shares of CoNetCo stock, which were valued at par value.

Effective February 18, 1990 (as amended by the March 15, 1994
agreement), CoNetCo, currently the Company's longtime inactive wholly-
owned subsidiary, acquired from CoNetCo's major stockholder the assets
of the businesses known as Guinness Productions, Inc. and Guinness
Computer Television Corp. (together, the Guinness Companies) in
exchange for 8,000,000 shares of CoNetCo stock and royalty rights.
The assets acquired from the Guinness Companies consisted primarily of
product development efforts performed by the Guinness Companies to
further develop the Telli*Screen.  For accounting purposes, all costs
incurred by the Guinness Companies to develop the Telli*Screen have
been expensed in accordance with Financial Accounting Standards Board
Statements No. 2, Accounting for Research and Development Costs.  The
assets acquired from the Guinness Companies have been valued at their
historical cost basis and not current fair market value, if any,
because all entities are under a common control.

The liabilities incurred and assumed by the Guinness Companies, during
their development of the Telli*Screen, have been assumed by the
stockholder of the Guinness Companies.  The primary stockholder of
Guinness Telli*Phone is also the primary stockholder of the Guinness
Companies.  The liabilities assumed by the Guinness Companies'
stockholder total approximately $7.2 million, which include
approximately $2.3 million of investor notes payable and related
delinquent compounded interest of $3.6 million.  Such liabilities were
incurred by the Guinness Companies primarily during the years 1982 to
1989 and have been treated as a capital contribution and increased
paid-in capital.  CoNetCo and the Guinness Companies are predecessors
of the company and their activities are included in the cumulative
financial data.  Included in deficit accumulated during development
stage is approximately $7.2 million relating to the Guinness
Companies.

Effective August 4, 1993, Guinness Telli*Phone Corporation, through an
inactive predecessor company, U.S. Telli*Phone, acquired all of the
outstanding shares of Innstar Corporation, an inactive company having
no assets, in exchange for 1,551,480 shares of the Company's stock.
Innstar Corporation was then merged into the Company.  U.S.
Telli*Phone did not receive any consideration beyond the exchange of
shares.  The merger was accounted for as a recapitalization and
Innstar had no assets, liabilities or operations to include in the
accompanying financial statements.  The purpose of the merger was to
acquire a company whose shares were registered with the Securities and
Exchange Commission and to change its domicile to Nevada which is
where U.S. Telli*Phone was incorporated.

Effective March 15, 1994, Guinness Telli*Phone Corporation acquired
all of the outstanding shares of CoNetCo in exchange for 1 1,041,000
shares of the Company's stock.  The issuance of shares is accounted
for as the issuance of shares by CoNetCo, who is considered the
acquirer for accounting purposes, in exchange for monetary assets
rather than a business combination since U.S. Telli*Phone, now
Guinness Telli*Phone, was an inactive corporation.  The assets
acquired, principally the product development efforts, which for

<PAGE>48

EXHIBIT E
Page 5

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9. EQUITY TRANSACTIONS (continued)

accounting purposes have zero book value, of the Telli*Phone network,
were recorded at the historical cost basis of CoNetCo because of
common control amongst current and predecessor entities.

Other transactions:

At December 31, 1999, outstanding common stock of 26,294,610 shares
valued at $26,295 included transactions which had taken place in
substance, but for which stock certificates had not physically been
issued.  These certificates, issued in January 2000, represented
1,502,367 shares at a value of $1,502.

In August, 1998, the Company sold 24,750 shares of its common stock
for $4,950.  In December, 1998, the Company entered into an agreement
to sell 666,666 shares of common stock for $120,000.  As the Company
received the cash, but had not issued the shares in 1998, this
obligation had been recorded as a liability.  This liability was
relieved during 1999.

During 1998, the Company issued 2,550,000 shares of common stock with
an aggregate fair value of $366,300 in exchange for professional and
consulting services to be rendered during 1999 and 1998. $ 1 00,000
related to services to be rendered in 1999 is included in prepaid
expenses
as of December 31, 1998.  This amount was fully amortized during 1999.

The Company was also obligated at December 31, 1998 to issue 3,265,000
shares of common stock to compensate employees for work performed
during 1998.  Accordingly, a liability of $540,500 was recorded for
this obligation at December 31, 1998.  This liability was relieved
during 1999.

In January, 1997, the Company converted $323,400 of advances from one
of its stockholders to 675,680 shares of its common stock.  In
September, 1997, the Company sold 207,000 of its common stock for
$178,500.  In December, 1997, the Company issued 550,000 shares of its
common stock for engineering services.  Such shares have been valued
at $27,500 and recorded as a 1997 expense.

On October 19,1995, the Company sold 700,000 shares of its common
stock for $301,000 which was all received in 1995.  On December 15,
1995, the Company sold 135,000 shares of its common stock for $101,250
which was not received until January, 1996.  Both of these
transactions were executed in accordance with Regulation S under the
Securities Act of 1933.

In fiscal 1994 and 1993, the principal stockholder paid operating
expenses on behalf of the Company totaling $52,330 and $47,250.  These
amounts were accounted for as contributed capital and increased
additional paid-in capital.

Note 10 PRIOR PERIOD ADJUSTMENT:

During the year, it was determined the accrued liabilities were
understated for payroll taxes.  Accordingly, an adjustment of $116,364
was made during 1999 to record accrued payroll taxes applicable to
1998 as of the beginning of the year.  A corresponding entry was made
to reduce further the previously reported deficit accumulated during
development stage by $116,364.  Because of the Company's deficit
financial position and because of the substantial doubt about the
Company's ability to continue as a going concern, there was no income
tax effect to record related to the prior period adjustment amount.

Note 11. RESEARCH AND DEVELOPMENT:

Research and development costs represent costs the Company (including
the predecessor companies) believes are directly related to the
development of the Telli*Phone.  Included in cumulative research and



<PAGE>49

EXHIBIT E
Page 7

GUINNESS TELLI*PHONE CORPORATION
AND SUBSIDIARY
(A Development Stage Company)

NOTES TO CONSOLI[DATED FINANCIAL STATEMENTS

Note 11. RESEARCH AND DEVELOPMENT (continued)

development costs is approximately $1,077,000 of officer compensation
and approximately $800,000 of rent expense.  During the period of

product development, the Company estimated that, excluding interest,
approximately 80% of all expenses incurred have related directly to
the development of the Telli*Phone.

Note 12.  CASH FLOW STATEMENT:

In 1993, the Company acquired the stock of Innstar Corporation for
1,551,480 shares of the Company's common stock, valued at $.OOI per
share.  Because the cumulative statement of operations includes the
predecessor companies' operations, accumulated loss includes
approximately $7.2 million from the predecessor companies.
Additionally, contributed capital includes approximately $7.2 million
of liabilities assumed personally by the predecessor company
stockholder, who is also the primary stockholder of the Company.

Note 13.  RELATED PARTY TRANSACTIONS:

Advances of $55,177 were received by the Company from its primary
stockholder during 1998.  The Company also received an advance of
$15,000 from a relative of the Company's primary stockholder during
1998.  No repayments were made on these advances during 1998.  During
1999, however, the Company paid down the amount due its primary
stockholder by $150,148.

In 1999, 1998, and 1997, the Company recorded consulting expenses of
$0, $15,990, and $91,010 respectively, for services rendered by a
minority stockholder.  At December 31, 1999 and December 31, 1998,
$15,000 and $107,000 respectively, was due to this stockholder.

Note 14.  SUBSEQUENT EVENT:

In January 2000 the Company's Board of Directors passed a resolution
to amend the Company's articles of incorporation to increase the
number of its authorized shares of common stock from 25,000,000 to
100,000,000.




<PAGE>50

(b)   Information filed as part of this report from Form 8-K:

   (1)   A Current Report on Form 8-K was filed for the period
         covered by this report regarding a change on independent
         accountants.

        The previous accountants reports on the Company's financial
        statements for the two years ended December 31, 1998 and 1997
        were modified as to the uncertainty of the Company to
        continue as a going concern.

In connection with its audits for the two most recent years
ended December 31, 1998 and 1997 and through February 2, 2000,
the date of the change, there were no disagreements with the
previous accountants on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to their
satisfaction, would have caused them to make reference thereto in
their report on the financial statements for the years ended
December 31, 1998 and 1997.

Pursuant to the requirements of section 12 of the securities act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



<PAGE>51

                          SIGNATURES

GUINNESS TELLI*PHONE CORPORATION
(Registrant)


Date: March 30, 2000       /S/Lawrence A. Guinness
                           By: Lawrence A. Guinness
                           Its: President


Date: March 30, 2000       /S/Arthur Korn
                           By: Arthur Korn
                           Its: Chief Financial Officer


Date: March 30, 2000       /S/Dixie K. Tanner
                           By: Dixie K. Tanner
                           Its: Secretary