<PAGE>2

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

                       Amendment 1 to
                         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 26,294,610.



<PAGE>3

                                PART I


ITEM 1.  BUSINESS

(a) Overview
Organizational History.  Guinness Telli*Phone Corporation, a Nevada
corporation, 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
Guinness's stock.  Innstar Corporation was then merged into Guinness.
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 Guinness, CoNetCo, which was a California
Corporation, and Lawrence A.  Guinness, CoNetCo's founder and its
principal shareholder, Guinness, 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 Telli.

Through this acquisition, we acquired the rights to a telephone
andcommunity news and information computer software online directory
and the TelliPhone, a combined telephone and computer communications
product with a small screen, that has the ability of accessing the
Telli Pages 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 Guinness' wholly-owned subsidiary, acquired
from CoNetCo's major stockholder the assets of the businesses known as
Guinness Productions, Inc. and Guinness Computer Television Corp. 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 Telli 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.

Operations.   We are the developer of an online system that gives
households a fast, free, simple-to-use, local online service and the
Telli Pages. The Telli Pages instantly delivers detailed, up-to-the-
minute, local information via a personal computer or a Telli Screen
connected to a telephone.  We are of the opinion that the system is
easier to use than an ATM.



<PAGE>4


Guinness has not generated any revenues to date.   We are currently
signing up advertisers and allowing them to advertise for free until
such time as we begin the distribution of our Telli Screens.   The
Telli Screen will be manufactured for distribution with the use of
proceeds from our investment agreement with Swartz.

Consulting Agreement.   On July 31, 2000, Guiness entered into a
consulting agreement with Stellcom, Inc. located in San Diego,
California.

Stellcom will generate and deliver the following:

Five (5) Telli*Screen Alpha prototype boards
Five (5) Telli*Screen Beta prototype boards
Schematics
Costed Bill of Materials (BOM)
Approved Vendor List (AVL)
Parts placement (Assembly) drawing
PCB Fabrication drawing
All developed source code with comments
All custom and standard cables assemblies including connector part
numbers and wire gauges

Payments to Stellcom shall be made as follows:
   -   Stellcom has invoiced Guinness for $125,000 upon the execution
       of the Agreement and the Project Assignment by the parties;
   -   Stellcom will invoice Guinness for $75,000 upon delivery of
       Alpha schematics;
   -   Stellcom will invoice Guinness for $75,000 upon delivery of
       Alpha layout documents;
   -   Stellcom will invoice Guinness for $75,000 upon delivery of
       Alpha prototype units;
   -   Stellcom will invoice Guinness for $50,000 upon delivery of
       Beta prototype units and final Deliverables.

Product.   The Telli Pages 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, Telli Pages is accessed quickly and easily using a simple
telephone keypad.  Guided by numbered statements, people make choices
that are instantly analyzed by the Telli Pages proprietary authored
indexing system.  This quick simulated conversation zips you to local
listings displaying current details you need.  The Telli Pages 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 Telli Pages Directory is stationed in a computer at Guinness'
offices in Mill Valley, California.  It is connected to the local
telephone system and operates as the server for the Marin Telli Pages.
(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 and improved on it.
The inexpensive Telli Pages can be updated instantly, and as often as
needed.

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

-    Advertisers can update their Telli Pages 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 Telli Screen, Telli Pages are always instantly and
     conveniently available on a screen next to your telephone.




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The Telli Pages 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.

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

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

The first Telli Pages server is stationed in our administrative offices
in Mill Valley, California.  The computer operating as the server
contains Guinness's proprietary online operating system for the Telli
Pages Directory and over 10,000 programs that operate the indexing
system for navigating the Telli Pages 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 Telli Screen 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 Telli Pages, 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 Telli Screens
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 Telli Screen when produced
in volume.  It is difficult to predict an accurate price until we learn
the level of consumer response to the Telli Pages to determine a
feasible size for Telli Screen production runs.

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

We expect that the first community Telli Pages Directory will quickly
establish a significant standard for accessing important local,
everyday information.  Through this success we plan to install Telli
Pages 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.

Telli Pages Directory Access Area

The area of Marin to be covered by the Telli Pages 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.


<PAGE>6

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 Telli Pages 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 Telli
Pages people could offer sewing, baking, maintenance, video production,
and word processing.  Collectors of baseball cards to antiques could
trade and barter.

Corporate Marketing Plan

We have introduced the Telli Pages to individual communities through a
promotional campaign whereby people with personal computers are able to
download the free Telli Pages system to their personal computers for
direct access to Telli Pages servers.  Later we plan to distribute free
Telli Screens 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 Telli
Pages Directory at an initial minimum monthly rate of $30.00 per page,
fees from  special advertising screens loaded into Telli Screens
for off line reference, and licensing fees from companies and
organizations with online servers that wish to communicate or transact
business with Telli Screen users.  We plan to promote the sale of
complete Telli Screen 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 our opinion, Telli Pages
users can reference local information faster, with greater ease, and at
less cost than surfing the Internet through a personal computer.

The potential advantage of the Telli Pages is that retail outlets can
communicate with households near their place of business to encourage
them to stop by.  Telli Pages 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 Telli Pages is dependent on the number of
households with personal computers and ultimately on our ability to
supply Telli Screens 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 Telli Pages 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 Telli Pages.

Within each area where a Telli Pages Directory is to be established, we
will select an affluent community with a concentration of population
around a large retail center.  After establishing a Telli Pages
Directory that can be accessed directly from personal computers, we

<PAGE>7

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 Telli Screens free of charge to the homes of families
with school age children.

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

Telli Pages 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 Telli Pages Directory school news section
in a timely manner.  In the high schools, students wanting a part-time
job may be hired to assist the Telli Pages operators.

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

 Building Directory Listings

We have hired Telli Pages operators and supplied them with Telli Pages
terminals to enter information onto the Telli Pages 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.

Telli Pages 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 Telli Pages Directory and
    encouraging them to list in the Telli Pages

-   assist advertisers by entering their information under their
    listing in the Telli Pages

-   help advertisers to keep their information current by
    editing their Telli Pages 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

Telli Sponsored Advertising

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

They will be informed that a listing of the name of their
establishment, the address, and telephone number already appears in the
Telli Pages Directory along with those of their competitors under the
appropriate categories.  The package will include a return postage paid

Telli Pages Data Listing Card for them to create one Telli Page of
information that they would like to see available to consumers under
their listing in the Telli Pages Directory.  They will be offered one
free listing of one advertising Telli Page of information "on approval"
for a period of 30 days to give them a chance to evaluate the Telli
Pages as an advertising medium.

To support this mailing program, we will purchase significant
advertising space in the local newspapers to promote the fact that
"Telli Pages are here" and that Telli Pages CDs are available to
households and businesses in the area with PCs and that Telli Screens
are to follow.  The purpose of the advertising program will be to
encourage support for the Telli Pages throughout the community, make

<PAGE>8

merchants aware of the marketplace available to them to encourage them
to return their Telli Pages Data Listing Cards as soon as possible, and
to evaluate the response to the Telli Pages from people and businesses
in the adjoining areas where

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

Free Newspaper and Magazine Articles

Human interest stories and Telli Pages 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:

   -     Telli Pages, the local schools, and funding for education

   -     Telli Pages vs. the old yellow pages

   -     Telli Screens and their use by government and local
         politicians

   -     Telli Pages and their importance to community groups and
         associations

   -     ideas from people and businesses in the community on how they
         are using the Telli Pages.

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 Telli Pages. The
purpose is to demonstrate the Telli Pages and later the Telli Screen to
business and professional members of the community and inform them of
the advantages provided everyone by communicating through the Telli
Pages.

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

Members of local groups, associations, and organizations will be
invited to attend seminars in our offices to learn the many functions
of Telli Screens and the Telli Pages 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 Telli Screen 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 Telli Pages to
broadcast information will encourage the growth of the Telli Pages into
other communities.  Through advertising and articles in the local
media, the information available through the Telli Pages will be
highlighted by those who have created it.

Telli Screen User Smart Cards

As the success of Telli Pages builds, we intend to issue Telli Screen
and plastic Telli Screen smart cards called TelliCards to Telli Pages
users for a monthly fee.  Businesses in the community will be
encouraged to offer special discounts to Telli Screen 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 Telli Pages.

The First Telli Pages Operation

We have introduced CDs and will introduce Telli Screens to the
marketplace in a single local community in cooperation with local
businesses, groups, and associations.  During the initial stage of the



<PAGE>9

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:

   -      The Telli Pages can be distributed successfully and families
          will come to rely on it as their primary source of school
          news and student information.

   -      People will come to rely on the Telli Pages as their local
          telephone book.

   -      The Telli Pages will grow within the community primarily
          through promotion and support from local businesses and
          community groups who will use them for their own benefit.

   -      People will come to rely on Telli Screens as the new home
          communications appliance to replace their telephone yellow
          pages book.

   -      Major information providers will demonstrate their confidence
          that Telli Screens will allow them to expand their
          marketplace beyond users of personal computers by purchasing
          Telli Screen licensing contracts to reach Telli Pages users.

   -      The Telli Pages Directory will operate successfully and
          profitably as a small business within a single community.

Product Distribution

The initial success of each Telli Pages 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 Telli Screen to the home of
every family with school age children within a nucleus of the area
served by a Telli Pages Directory. Each Telli Pages area will be
comprised of approximately 5 different districts called "Telli Pages
Access Units".

We plan to offer school districts encompassing the most affluent Telli
Pages Access Unit in each Telli Pages 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 Telli Screen
and the Telli Pages 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 Telli Pages.

One of our marketing representatives will conduct teacher workshops
at every school within the school district to familiarize teachers with
the Telli Screen, the Telli Pages and the process by which funds will
be generated for the school district.  A Telli Screen 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 Telli Pages Directory.  By allowing the teachers this hands-on
experience, they will become familiar with the school directory section
of the Telli Pages.

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>9

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 Telli Pages for use by the
public.

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

Telli Screens will use the latest technology.  With continual software
upgrading through automatic downloads from Telli Pages servers while
users are online, Telli Screen technology and the Telli Pages 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 Telli Pages
Directory within a limited geographical area for the market
introduction will be used to set up and purchase Telli Screens and the
central server to store the Telli Pages Directory.  We believe that
there will be no market for this equipment other than for our use to
operate the Telli Pages.

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

Sources and Availability of Raw Materials

We do not plan to manufacture Telli Screens ourselves, nor do we have
any significant expertise in this area.  However, Telli Screens 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 Telli Pages 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

<PAGE>10

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.

Except for acquiring a local business license in areas where it plans
to establish a Telli Pages 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
Telli Pages and will sell space in the Telli Pages 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.

Backlog Orders

We have not yet gone to the marketplace with our product andtherefore
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 Telli
Pages Directory, and the Telli Screen of existing laws governing issues
such as property ownership, libel, and personal privacy is uncertain.

Competition

We plan to distribute Telli Screens to users to encourage them to
enhance their existing telephones with Telli Screens.  Users will be
able to keep their Telli Screens free of charge for as long as they
remain users of the Telli Pages and we are able to generate enough
revenues from paid advertising in the Telli Pages 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



<PAGE>12

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 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 Telli Pages will compete primarily with the
local Telephone Company Yellow Pages directory in areas where we
establish a Telli Pages 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 Telli Pages as a major threat to their
profits, it is possible that they would use their resources to attempt
to eliminate competition from the Telli Pages Directory.  How the
Telephone Companies would attempt to eliminate competition from the
Telli Pages is not clear at this time.


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
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.




<PAGE>13

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>14

                        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>15

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

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. We are in the process of signing up advertisers
in the Marin Telli Pages Directory for commencement of operations
during the current year.  Our future profitability is dependent upon
successful commercialization of the Telli Screen and the online
operating system.  Furthermore, as we attempt 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 Independent Certified
Public Accountant expresses substantial doubt about our ability to
continue as a going concern.

 Liquidity and Capital Resources

Guinness 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 Guinness is expected to be
severely impacted until operations commence and revenues are generated.

We have recently obtained a $30 million equity line from Swartz Private
Equity LLC, subject to registration with the SEC and governed by a
percentage of our trading volume.   Our cash balance at December 31,
1999, plus the proceeds from private equity financing will be adequate
to sustain operations until the completion of the registration with the
SEC.   The proceeds from the Swartz agreement may then be sufficient to
bring our products and services to the market place generating revenues
subject to the price and liquidity of our common stock.

Since inception, Telli and our predecessors have funded our 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 our principal shareholder.

As a result of the development of the operating system for accessing
the online Marin Telli Pages through personal computers, we will be
able to commence operations prior to the production of the Telli
Screen.  However, we still intend to produce Telli Screens to expand
the availability of the Telli Pages to the entire community.

Our engineers have designed an inexpensive Telli Screen computer board
that eliminates many hardware components necessary for the operation of
a personal computer but unnecessary for the successful operation of the
Telli Screen as the everyday consumer product it was designed to be.

<PAGE>16

For the initial market we estimate that we will pay approximately $300
for the hardware components of each Telli Screen assembled.  We have
received estimates from consultants experienced in the manufacture of
hardware components of a price of less than $200 per Telli Screen.  It
is difficult to predict an accurate price until we learn from our
market introduction the level of consumer response to our software
products to determine the size of runs that are most feasible.  If tour
product is very successful then we anticipate that we will have many
methods of financing the manufacture of Telli Screens available that
will allow us to order larger runs and further reduce the cost to
manufacture Telli Screens.  To this end, we have begun discussions with
a major manufacturer of telecommunications equipment that is capable of
producing Telli Screens at a favorable price.

When the introduction of the Telli Pages Directory is underway we plan
to approach potential partners to renew discussions to arrange
financing through the licensing of its technology for their use.  We
cannot assure you that we will be able to renew the discussions or,
that if discussions are opened once again, we will be successful in
reaching any agreements with the parties.

During 1999, we sold 8,749,700 shares of common stock for approximately
$1,614,000.  The proceeds were used to fund our general and
administrative expenses.  We 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, we sold 24,750 shares of common stock for approximately
$5,000.  Such proceeds were used to fund our general and administrative
expenses.  We 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.

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

   -   Purchases of commercial space in the Telli Pages Directory by
       local businesses and community groups and associations.

   -   Licensing fees from organizations that wish to communicate
       with Telli Pages users through their Telli Screens.

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

As of December 31, 1999, Guinness has a deferred tax asset of
approximately $1.7 million which is 100% reserved.

Results of Operations.    For the three months ended March 31, 2000,
Guinness had a net loss of (318,479).   Guinness had general and
administrative expenses of $318,479, which consisted primarily of
interest expense of $29,325, officers' salaries of $58,525, rent of
$15,427 and other administrative expenses of $215,202.

For the three months ended March 31, 1999, Guinness had a net loss of
(140,945).   Guinness had general and administrative expenses of
$140,945 for the three months ended March 31, 1999.   These expenses
consisted primarily of interest expense of $26,658, officers' salaries
of $9,500, rent of $5,934 and other administrative expenses of $98,853


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.


<PAGE>17

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>18

                         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

<PAGE>19

networking and navigational system to distribute the programs
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>20

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>21

(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>22

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>23

                         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>24

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>25

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 December 31, 1998, and the related
consolidated statements of operations, stockholders' deficit, and cash
flows for each of the three years in the period ended December 31, 1999
and the period from November 12, 1980 (inception ) to December 31,
1999.   These financial statements are the responsibility of Guinness's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 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 December 31, 1998, and the results of its operations and cash
flows for each of the three years in the period ended December 31, 1999
and the period from November 12, 1980 (inception) to December 31, 1999
in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared
assuming that Guinness will continue as a going concern.  As discussed
in Note 3, Guinness 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 Guinness's
ability to continue as a going concern.  Continuation as a going
concern is dependent upon Guinness'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
October 25, 2000





<PAGE>26

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>27

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>28

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>29

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>30

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>31

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>32

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:

Guinness and its predecessors have been in the development stage since
inception.  Guinness is engaged in developing an interactive networking
system, the Telli*Screen, which will allow access to electronic
information.  Guinness plans initially to target a customer base in the
county of Marin, located immediately north of San Francisco.  Guinness
determined that effective December 31, 1994 all significant research
and development regarding the Telli*Screen had been completed.

The consolidated financial statements include the accounts of Guinness
Telli*Phone Corporation (Guinness) 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 reorganization in March, 1994
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 Guinness's financial statements.
3. It is Guinness'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, Guinness 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 Guinness 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>33

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 Guinness disclose
the estimated fair value for its financial instruments for which it is
practicable to estimate their values.  Guinness'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 Guinness.

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 Guinness will
continue as a going concern.  Although Guinness 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.  Guinness is continuing to pursue additional debt and equity
financing while continuing to modify and improve the Telli*Screen.
Guinness'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, Guinness has significantly
curtailed expenditures with only necessary costs being paid from the
sale of stock.  Once the system is in place, Guinness anticipates being
able to attract financial support from those having an interest in
reaching subscribers.

Guinness's recurring losses, negative working capital, default on loan
agreements and stockholders' deficit raise substantial doubt about the
ability of Guinness 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, Guinness 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 Guinness's primary stockholder.
Although the primary stockholder anticipates repaying



<PAGE>34

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,
Guinness and the minority stockholder converted the advances to common
stock.  Guinness 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:
Guinness, 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 Guinness'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.  Guinness is currently negotiating with the
note holders to convert their debt and accrued interest into common
stock.

As of December 31, 1999 and 1998, Guinness 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, Guinness 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>35

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.  Guinness 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 Guinness.  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, Guinness entered into several operating leases for its
corporate offices.  The office space leases expire between June, 2000
and February, 2005.  Guinness 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 Guinness 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

Guinness'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.

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


<PAGE>36

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

NOTES TO CONSOLEDATED FINANCIAL STATEMENTS

Note 8. INCOME TAXES (Continued):

expiring between 2003 and 2004.  The losses accumulated by Guinness 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 Guinness'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 Guinness 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 Guinness's stock.
Innstar Corporation was then merged into Guinness.  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 Guinness'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>37

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, Guinness sold 24,750 shares of its common stock for
$4,950.  In December, 1998, Guinness entered into an agreement to sell
666,666 shares of common stock for $120,000.  As Guinness 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, Guinness 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.

Guinness 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, Guinness converted $323,400 of advances from one of
its stockholders to 675,680 shares of its common stock.  In September,
1997, Guinness sold 207,000 of its common stock for $178,500.  In
December, 1997, Guinness 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, Guinness sold 700,000 shares of its common stock
for $301,000 which was all received in 1995.  On December 15, 1995,
Guinness 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 Guinness 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 Guinness's deficit financial
position and because of the substantial doubt about Guinness'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 Guinness (including the
predecessor companies) believes are directly related to the development
of the Telli*Phone.  Included in cumulative research and



<PAGE>38

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

NOTES TO CONSOLIDATED 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, Guinness 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, Guinness acquired the stock of Innstar Corporation for
1,551,480 shares of Guinness'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 Guinness.

Note 13.  RELATED PARTY TRANSACTIONS:

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

In 1999, 1998, and 1997, Guinness 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 Guinness's Board of Directors passed a resolution to
amend Guinness's articles of incorporation to increase the number of
its authorized shares of common stock from 25,000,000 to 100,000,000.



<PAGE>39

(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>40

                          SIGNATURES

GUINNESS TELLI*PHONE CORPORATION
(Registrant)


Date: November 12, 2000       /S/Lawrence A. Guinness
                           By: Lawrence A. Guinness
                           Its: President


Date: November 12, 2000       /S/Arthur Korn
                           By: Arthur Korn
                           Its: Chief Financial Officer


Date: November 12, 2000       /S/Dixie K. Tanner
                           By: Dixie K. Tanner
                           Its: Secretary