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EX-31.1 - GUINNESS EXPLORATION 10Q, CERTIFICATION 302, CEO - Guinness Exploration, Incexhibit31-1.htm
EX-32.1 - GUINNESS EXPLORATION 10Q, CERTIFICATION 906, CEO/CFO - Guinness Exploration, Incexhibit32-1.htm
EX-31.2 - GUINNESS EXPLORATION 10Q, CERTIFICATION 302, CFO - Guinness Exploration, Incexhibit31-2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________

FORM 10-Q
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
For the Quarter Ended November 30, 2009
 
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________________ TO _______________________
 
Commission File # 000-53375
 
GUINNESS EXPLORATION, INC.
 (Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction of incorporation or organization)
 
98-0465540
 (IRS Employer Identification Number)
 
P.O. Box 1910 – Level 7 Anzac House, 181 Willis Street, Wellington, New Zealand 6140
(Address of principal executive offices)                                                      (Zip Code)
 
(509) 252-9157
(Registrant’s telephone no., including area code)
 
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.   Yes x   No o
 
The issuer had 131,825,000 shares of common stock issued and outstanding as of January 19, 2010.

 


 

GUINNESS EXPLORATION, INC.
(An Exploration Stage Company)

 
 
 
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PART I – FINANCIAL INFORMATION
 
ITEM 1.   FINANCIAL STATEMENTS (unaudited)
 
 
QII-10
Six Month Period Ended November 30, 2009

 
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
 
Consolidated Balance Sheets
 
    November 30, 2009     May 31, 2009  
     (unaudited)     (See Note 1)  
ASSETS             
 
CURRENT ASSETS             
Cash  4,093   20,638  
Prepaid expenses    6,581     6,203  
Total current assets    10,674     26,841  
 
Total assets  10,674   26,841  
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)             
 
CURRENT LIABILITIES             
Accounts payable  1,836   -  
Shareholder loans (Note 4)    88,470     86,285  
Total current liabilities  90,306   86,285  
 
STOCKHOLDERS’ EQUITY (DEFICIT)             
Preferred shares, 100,000,000 shares authorized with par value $0.001 authorized, 0 shares issued and outstanding  -   -  
Common shares, 500,000,000 shares with par value $0.001 authorized, 71,825,000 shares issued and outstanding at November 30, 2009 (Notes 5 and 8)    71,825     71,825  
Paid-in Capital    (18,325   (18,325
Accumulated deficit in the exploration stage    (133,132   (112,944
Total stockholders’ equity (deficit)  (79,632 (59,444
 
Total liabilities and stockholders’ equity (deficit)  10,674   26,841  

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



GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)


Consolidated Statements of Operations
(Unaudited)
 
                             
    Three months ended November
30, 2009
    Three months ended November
30, 2008
    Six months ended November 30, 2009     Six months ended November 30, 2008     July 15, 2005 (inception)through November
30, 2009
 
EXPENSES:                               
Professional fees  $ 8,068   $ 6,932   $ 13,751   $ 11,192   $ 92,715  
Administrative expenses    2,039     725     2,822     2,544     16,135  
Investor relations    1,430     -     1,430     -     1,430  
Impairment losses on mineral                               
properties (Note 6)    -     -     -     -     15,985  
   Total expenses    11,537     7,657     18,003     13,736     126,265  
 
Net (loss) from Operations    (11,537   (7,657   (18,003   (13,736   (126,265
 
Interest expense    (1,098   (947   (2,185   (1,487   (6,867
                             
Net (loss)  $ (12,635 $ (8,604 $ (20,188 $ (15,223 $ (133,132
 
Loss per common share  $ Nil   $ Nil   $ Nil   $ Nil        
 
Weighted average shares outstanding    71,825,000     71,825,000     71,825,000     71,825,000        

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

2

GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)


Consolidated Statements of Cash Flows
(Unaudited)
 
    Six months ended November 30,
2009
  Six months ended November 30,
2008
  July 15, 2005 (inception) through November 30,
2009
 
Cash flows from operating activities:                  
Net loss for the period  (20,188 (15,223 (133,132
Reconciling adjustments: Adjustments to reconcile net loss to net cash used in operating activities:
   Accrued interest on shareholder loans    2,185     1,487     6,867  
Net change in operating assets and liabilities                   
   Prepaid expenses    (378   (3,235   (6,581
   Accounts payable and accrued liabilities    1,836     (1,140   1,836  
   Mineral properties impairments              15,985  
Net cash (used) by operating activities   (16,545   (18,111   (115,025
 
Cash flows from investing activities:                  
Purchase of Mineral Property            (15,985
Net cash (used) by investing activities           (15,985
 
Cash flows from financing activities:                  
Common stock issued for cash            53,500  
Loans from shareholders        41,260     81,603  
Net cash provided by financing activities       41,260     135,103  
 
Net increase (decrease) in cash   (16,545   23,149     4,093  
 
Cash, beginning of period   20,638     9,503      
 
Cash, end of period 4,093   32,652   4,093  

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


GUINNESS EXPLORATION, INC. AND SUBSIDIARY
 (An Exploration Stage Company)

Notes to Consolidated Financial Statements
(Unaudited)

Note 1 – Basis of Presentation

The financial statements included herein have been prepared by Guinness Exploration, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States for interim financial information. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the May 31, 2009 audited financial statements and the accompanying notes included in the Company’s Form 10-K filed with the Commission. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be followed by the Company later in the year. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included, and are of a normal recurring nature.
 
Amounts shown for May 31, 2009 are based upon the audited financial statements of that date.
 
Note 2 – Summary of Significant Accounting Policies

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

The financial statements reflect the following significant accounting policies:

Exploration Stage Company

The Company is an exploration stage company as defined by SEC Industry Guide 7, and follows generally accepted accounting principles, where applicable. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.


GUINNESS EXPLORATION, INC. AND SUBSIDIARY
 (An Exploration Stage Company)

Notes to Consolidated Financial Statements
(Unaudited)


Exploration Costs and Mineral Property Right Acquisitions

The Company is primarily engaged in the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred.  Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end.  An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property.  Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Consolidation of Financial Statements

These financial statemetns include the accounts of the Company and its subsidiary Nantawa Resources Inc., on a consolidated basis. All inter-company accounts have been eliminated..

Use of Estimates

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

Basic and Diluted Net Loss per Share

Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss available to common stockholders by common stock equivalents. At November 30, 2009, the Company did not have any common stock equivalents outstanding.

Estimated Fair Value of Financial Instruments

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


GUINNESS EXPLORATION, INC. AND SUBSIDIARY
 (An Exploration Stage Company)

Notes to Consolidated Financial Statements
(Unaudited)


Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards. Additionally, the Company has not recognized any amount for a tax position taken or expected to be taken on its tax return, or for any interest or penalties.

Valuation of Long-Lived Assets

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

Start-up Costs

The Company expenses the cost of start-up activities, including organizational costs, as those costs are incurred.

Foreign Currency
 
The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements of Operations:

 
(i)
Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;
 
(ii)
Non-Monetary items including equity are recorded at the historical rate of exchange; and
 
(iii)
Revenues and expenses are recorded at the period average in which the transaction occurred

Cash and Cash Equivalents

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

Recent Accounting Pronouncements

Various accounting pronouncements have been issued during 2010, 2009 and 2008, none of which are expected to have a material effect on the financial statements of the Company.


GUINNESS EXPLORATION, INC. AND SUBSIDIARY
 (An Exploration Stage Company)

Notes to ConsolidatedFinancial Statements
(Unaudited)


Note 3 – Going Concern

Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company had had a net loss attributable to Guinness Exploration, Inc. and Subsidiary, for the six month period ended November 30, 2009, of $(20,188). Additionally it has accumulated operating losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. As of November 30, 2009 we projected the Company would need additional cash resources to operate during the upcoming 12 months and would raise this capital through shareholder loans from our President. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
Note 4 –Acquisition of Mineral Properties

On November 19, 2009 the Company signed the Nantawa Agreement for purchase of a 65% ownership interest in two exploration properties in Yukon, Canada. The Agreement also includes an option (the “Option”) for Guinness to increase its ownership in the properties by 35%. A copy of the Agreement is incorporated herein by reference. The terms of the Nantawa Agreement specify Guinness’ wholly owned Yukon subsidiary Nantawa Resources Inc. will receive a 65% interest in the Nantawa properties in return for payment to Eagle Trail Properties Inc. (‘ETPI’) of US$1,012,822 (comprised of: US$951,022 (Cdn$1,000,000) cash, plus 60,000,000 restricted common shares of Guinness valued at US$0.00103 per share for a total share value of US$61,800). These payments are to be made over a 12 month period in two equal installments of Cdn$500,000; plus immediate issuance to ETPI of the 60 million restricted common shares. Subsequently, Guinness will be required to make a deposit of US$951 (Cdn$1,000) to maintain the Option and then incur exploration expenditures of Cdn$2 million over a two year period to earn an additional 35% interest. ETPI will retain a 3% Net Smelter Royalty.

Subsequent to the quarter ended November 30, 2009, on December 29, 2009 to fulfill payment terms of the Nantawa Agreement, the Company issued 60,000,000 restricted shares of its common stock valued at US$0.00103 per share to ETPI and made payment of $951 to ETPI. As of the date of these consolidated financial statements, title has not transferred from ETPI to Nantwa; accordinaly, the related asset and liability from this agreement have not been recorded..


GUINNESS EXPLORATION, INC. AND SUBSIDIARY
 (An Exploration Stage Company)

Notes to Consolidated Financial Statements
(Unaudited)



The Company’s agreed payments under the Nantawa Agreement are as follows:

PART ONE – Monetary Consideration:

 
Item
 
Installments Required $
   
Payments Made
   
Balance Due
 
 
Deadlines
                     
Claims payment #1 to ETPI
    475,511       -       475,511  
May 31, 2010
Claims payment #2 to ETPI
    475,511       -       475,511  
November 19, 2010
                           
Sub-total
  $ 951,022     $ -     $ 951,022    

PART TWO – Share Consideration:

Item
 
Share
Installments Required
 
Payments Made
 
Balance Due
 
Deadlines
                 
Share issuance to ETPI
 
60,000,000
Restricted
common shares
 
60,000,000
Restricted
common shares
 
60,000,000
Restricted
common shares
  January 18, 2010**
                   
Sub-total
 
60,000,000
Restricted
Common
Shares
 

60,000,000
Restricted
Common Shares

  60,000,000
Restricted
Common Shares
     

*(60,000,000 restricted common shares regarding this payment were issued on December 29, 2009, after the end of the quarter ended November 30, 2009)

Note 5 – Common Stock

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

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


GUINNESS EXPLORATION, INC. AND SUBSIDIARY
 (An Exploration Stage Company)

Notes to Consolidated Financial Statements
(Unaudited)


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

On November 30, 2009, the Company submitted to a vote of the Company's security holders a proposal to increase the authorized common shares limit of the Company from 75,000,000 to 500,000,000 and add authorization for issuance of up to 100,000,000 preferred shares, par value $0.001, for which the Board of Directors may fix and determine the designations, rights, preferences or other variation to each class or series within each class of preferred shares. Shareholder approval for this change was received November 26, 2009 and a Definitive 14C was filed with the Securities Exchange Commission on December 9, 2009.

Subsequent to the quarter ended November 30, 2009, on December 29, 2009 to fulfill one of the payment terms of the Nantawa Agreement, the Company issued 60,000,000 restricted shares of its common stock valued at US$0.00103 per share to Eagle Trail Properties, Inc. representing aggregate proceeds of US$61,800. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended and the Company did not engage in any general solicitation or advertising regarding these shares. The issuance of these shares occurred subsequent to the quarter ended November 30, 2009 and therefore this event is not recorded in these financial statements.
 
Note 6 – Impairment Losses on Mineral Properties

On July 17, 2008, the Company determined it should abandon the mineral property asset which consisted of 100% ownership of a uranium mineral property staked in Saskatchewan, Canada. An impairment loss of $15,985 is reflected in the attached statement of operations.

 
Note 7 – Shareholder Loan

As at November 30, 2009, the Company had one related party shareholder loan outstanding of $88,470 which included $6,867 of accrued interest. This loan accrues simple interest at 5% per annum, is uncollateralized, and has no fixed repayment date.


GUINNESS EXPLORATION, INC. AND SUBSIDIARY
 (An Exploration Stage Company)

Notes to Consolidated Financial Statements
(Unaudited)


Note 8 – Incorporation of Subsidiary

On November 6, 2009, the Company incorporated a wholly owned subsidiary named Nantawa Resources Inc., in Yukon, Canada.
 
Note 9 – Subsequent Events

Subsequent to the quarter ended November 30, 2009, on December 9, 2009, as recorded in a Form DEF 14C filed with the Securities Exchange Commission, the Company amended its Articles of Incorporation to: (a) increase the authorized number of shares of common stock from 75,000,000 shares to 500,000,000 shares, par value of $0.001 per share; and (b) alter authorized share capital to allow the issuance of up to 100,000,000 shares of preferred stock, par value of $0.001 per share (the "Preferred Shares"), for which the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the Preferred Shares. A filing was also completed to record these changes in the Nevada Secretary of State corporate registry.

Subsequent to the quarter ended November 30, 2009, on December 29, 2009 to fulfill one of the payment terms of the Nantawa Agreement, the Company issued 60,000,000 restricted shares of its common stock valued at US$0.00103 per share to Eagle Trail Properties, Inc. representing aggregate proceeds of US$61,800. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended and the Company did not engage in any general solicitation or advertising regarding these shares. The issuance of these shares occurred subsequent to the quarter ended November 30, 2009 and therefore this event is not recorded in these financial statements.

The Company has evaluated subsequent events from the balance sheet date through January 19, 2010, which is the date these consolidated financial statements were issued.


 
ITEM 2.   MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This quarterly report on Form 10-Q contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs including, statements concerning registrant’s operations, performance, financial condition and growth. Certain information contained herein, including any information as to our strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute "forward-looking statements.” All statements, other than statements of historical fact, are forward-looking statements. The words "believe," "expect," "will," "anticipate," "contemplate," "target," "plan," "continue,” "budget," "may," "intend," "estimate," “project” and similar expressions identify forward-looking statements. In this Form 10-Q the expressions: “In the coming quarter, we project professional fees will remain at current levels.”; “We expect administrative fees to increase substantially during the coming quarters as we implement our strategic plans.”; “We anticipate Investor Relations expenses will increase substantially during the coming quarters as we continue our efforts to raise further capital and keep current investors informed of Company developments.”; “The Company is currently undertaking geological analysis which it projects will allow capitalization of the property licenses within coming quarters and does not project that impairment charges will increase in the foreseeable future.” and “We project we will need to raise substantial additional funds during the coming twelve months to implement our strategic plans. To meet these requirements we expect we will need to complete shares issuances and/or negotiate debt arrangements. With respect to our basic operating requirements, we expect we will receive sufficient shareholder loans from our President to cover these expenses over the coming quarters.” are all forward-looking statements. Forward-looking statements  are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond the company's control with respect to mining operations, changes in the worldwide price of certain commodities; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; employee relations; contests over title to properties; and the risks involved in the exploration, development and mining business. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

Overview

Guinness Exploration, Inc. (“Guinness”, “We”, the “Registrant”, or the “Company”) was incorporated in the State of Nevada on July 15, 2005 and incorporated its subsidiary, Nantawa Resources Inc., in Yukon, Canada on November 6, 2009. Guinness Exploration Inc. trades on the OTC-BB under the symbol GNXP.

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

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

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

 
Recent Developments

October 19, 2009:  Mr. Michael Juhasz and Mr. Alastair Brown entered an agreement wherein Mr. Juhasz sold his control position in the Company to Mr. Alastair Brown. On that same day, Mr. Juhasz resigned his positions as President and CEO, CFO, Principal Accounting Officer, Director, and Board and Audit Committee Chairs and Mr. Brown was appointed to those positions. Mr. Juhasz agreed to remain as Secretary and Treasurer for a transition period and also agreed to assume the position of Vice President.

November 19, 2009:  Guinness signed an agreement (the “Nantawa Agreement”) for purchase of a 65% ownership interest in two exploration properties in Yukon, Canada. The Agreement also includes an option for Guinness to subsequently increase its ownership in the properties by 35%. A copy of the Agreement was filed with as Exhibit 10.1 to a Current Report on Form 8-K on November 20, 2009 and incorporated here by reference. The purchase includes the Mount Nansen property and the Tawa property (collectively the ‘Nantawa properties’) which consist of 203 full or fractional claims with a total area of 3,136.43 square hectares located in the South Central part of the Yukon, 180 km Northwest of Whitehorse and 60 km West of the Village of Carmacks. The Nantawa properties were acquired from Eagle Trail Properties Inc. (‘ETPI’), which had purchased them in 2007 and 2008 from PricewaterhouseCoopers in a foreclosure proceeding against the previous owner BYG Natural Resources Ltd. The terms of the Agreement specify Guinness’ newly formed wholly owned Yukon subsidiary Nantawa Resources Inc. will initially receive a 65% interest in the Nantawa properties in return for payment to ETPI of Cdn$1 million, payable over a 12 month period in two equal tranches of Cdn$500,000; plus the issuance to ETPI of 60 million restricted common shares of Guinness Exploration valued at US$0.00103 per share. Subsequently, Guinness will be required to make a deposit of Cdn$1,000 within six months
to maintain its option for an additional ownership interest and then incur exploration expenditures of Cdn$2 million over a two year period to earn an additional 35% interest. ETPI will retain a 3% Net Smelter Royalty. As previously reported, there is no material relationship between Guinness, Nantawa, or any of its affiliates, and ETPI and the material definitive agreement was negotiated at arm’s length.

December 1, 2009:  Alastair Brown is appointed to the position of Secretary and Treasurer of the Company after Mr. Michael Juhasz resigned his positions as Vice President, and Secretary and Treasurer of the Company for personal reasons. There was no disagreement between Mr. Juhasz and the Company relating to its operations, policies or practices.

December 7, 2009:  Guinness opens new head office in Wellington, New Zealand

December 10, 2009:  Mr. John Hiner, B.Sc. (geology), M.Sc. (geology), was appointed to the positions of Chief Geologist, Vice President, and Secretary and Treasurer of the Company. Mr. Hiner has over 35 years of experience in resource exploration and management worldwide. He has managed successful exploration, acquisition, and development programs for metals and industrial minerals on four continents. His range of experience includes mineral and petroleum exploration, energy minerals, and geothermal energy development. Mr. Hiner has

 
managed projects from a conceptual exploration stage to positive feasibility and finance level studies on proven deposits in South America, North America, and Africa. As both geologist and manager, Mr. Hiner has held positions of increasing responsibility with a variety of companies, ranging in size from multinational Phillips Petroleum Company to both Canadian and American junior companies and has several years experience in running publicly traded companies. Mr. Hiner is involved in both the mining industry and the community. He belongs to several industry trade organizations comprising a spectrum of energy and mining groups, and is involved in local volunteer activities through church and benevolent organizations. Mr. Hiner has published through the auspices of the Nevada Bureau of Mines and Geology, the Northwest Mining Association, and various trade journals.

December 10, 2009:  Alastair Brown resigned his position as Secretary and Treasurer of the Company and Mr. John Hiner was appointed to this position.

December 29, 2009:  To fulfill one of the payment terms of the Nantawa Agreement, the Company issued 60,000,000 restricted shares of its common stock valued at US$0.00103 per share to Eagle Trail Properties, Inc. representing aggregate proceeds of US$61,800. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended and the Company did not engage in any general solicitation or advertising regarding these shares. (The issuance of these shares occurred subsequent to the quarter ended November 30, 2009 and therefore this event is not recorded in the financial statements included in this Quarterly Report on Form 10-Q.)
 
January 13, 2010:  Mr. Nigel Mattison was appointed as an additional member of the Board of Directors. Mr. Mattison has a wide background in the governance of national and community based organizations and a record of success in managing start up and existing operations. His breadth of skills includes company directorship, management, accounting and auditing, international sales and marketing, strategic planning, public relations and fund raising. Mr. Mattison’s employment background includes positions with: Conrad Properties (2005 to 2010); Kuranda Resort and Spa (2003 to 2005); Russley Hotel, Christchurch (1994 – 2000); Pan Pacific Hotels and Resorts, a subsidiary of the Tokyu Corporation, Japan (1998 to 1992); ITT Sheraton (1982 to 1988); Groote Eylandt Mining Company Australia (which is jointly owned by BHP Billiton and Anglo American Corporation) (1975); Lion Nathan Brewing (1970 to 1975); and property development projects, and communications and marketing consulting engagements (1975 to 2003). Mr. Mattison is a former Board Member of: the New Zealand Tourist Industry Federation (1991 to 1992); the New Zealand Convention Association (1986 to 1989); Tourism Auckland (1989 to 1992 ); New Zealand Football (1998 to 2005); Canterbury Football (1997 to 2000); and the Association of Consumers and Taxpayers New Zealand (1997 to 2001).
 
Exploration properties description and location

The Mount Nansen property and the Tawa property are located in the Whitehorse Mining District on NTS map sheet 105I-03 (Figures 1 and 3). The main claim block is highly irregular (Figure 3). The complete claim group includes 203 full or fractional quartz mineral claims (Table 1). Total size of the claim group is 3,136.43 square hectares. Most of the claims are contiguous except for the two medium size non-contiguous blocks that are called Tawa property (Figure 3). The central block of the contiguous claims, Mount Nansen Property (Figure 3), is some 185 km NNW of Whitehorse. The Mount Nansen claim group measure 8.7 km in the NS direction and 5.1 km in the EW direction. The approximate geographical location of the Mount Nansen claim block is shown in Table 2.

 
Figure 1:   Location of the Mount Nansen Property and the Tawa Property
(Modified from Denhom, et. al., 2000)
 
 
Figure 2:   Road access in the Mount Nansen and Tawa properties
(Modified from Eaton and Archer, 1989 and Stroshein, 2007a)


 
Figure 3:   Mount Nansen property and Tawa property on Claim Blocks
(Red lines represent claim boundaries - Cyan square represents the boundary of the geophysical survey area)
 

Table 1:   Claim list for Mount Nansen property and Tawa property

Claim
Grant Number
Expiry Date
Area (Ha)
Comments
ROSE
04241
09/10/2019
20.42
Lease
GOLDEN EAGLE
04278
09/10/2019
20.96
Lease
WAR EAGLE
04279
09/10/2019
20.77
Lease
SHAMROCK
04354
09/10/2019
20.73
Lease
SPOT
04361
09/10/2019
19.92
Lease
ARLEP
04368
09/10/2019
14.48
Lease
PHYLLIS
04369
09/10/2019
20.26
Lease
RUB
55633
09/10/2019
1.84
Lease
PUB
55663
09/10/2019
1.93
Lease
SUN DOG
55665
09/10/2019
3.20
Lease
CUB
55666
09/10/2019
1.29
Lease
JAM
55890
09/10/2019
11.64
Lease
PAM
55892
09/10/2019
2.64
Lease
DOME 1
73537
06/02/2014
15.10
-
DOME 2
73538
06/02/2014
15.51
-
DOME 3
73539
06/02/2014
17.29
-
DOME 4
73540
06/02/2014
17.98
-
DOME 6
73542
06/02/2014
17.32
-
DOME 7
73543
06/02/2014
25.34
-
DOME 8
73694
06/02/2014
12.47
-
DOME 14
73700
06/02/2014
21.07
-
DOME 16
73702
06/02/2014
20.61
-
DOME 17
73703
06/02/2014
18.41
-
DOME 18
73704
06/02/2014
18.56
-
DOME 19
73705
06/02/2014
16.73
-
DOME 20
73706
06/02/2014
13.42
-
JOANNE 1
74283
06/02/2014
19.79
-
JOANNE 2
74284
06/02/2014
19.51
-
JOANNE 3
74285
06/02/2014
20.36
-
JOANNE 4
74286
06/02/2014
14.78
-
JOANNE 5
74287
06/02/2014
19.83
-
JOANNE 6
74288
06/02/2014
19.69
-
DOME 25
77746
06/02/2014
15.19
-
DOME 26
77747
06/02/2014
22.54
-
DOME 27
77748
06/02/2014
20.32
-
DOME 28
77749
06/02/2014
21.74
-
DOME 33
77754
06/02/2014
25.50
-
DOME 34
77755
06/02/2014
23.29
-
DOME 35
77756
06/02/2014
22.39
-
DOME 36
77757
06/02/2014
23.97
-
DOME 37
77758
06/02/2014
14.23
-
DOME 38
77759
06/02/2014
18.48
-
DOME 39
77760
06/02/2014
14.95
-
DOME 40
77761
06/02/2014
20.51
-
DOME 41
77762
06/02/2014
20.76
-

(continued)
 
Claim
Grant Number
Expiry Date
Area (Ha)
Comments
DOME 42
77763
06/02/2014
19.93
-
DOME 43
77764
06/02/2014
20.47
-
DOME 49
77770
06/02/2014
8.18
-
DOME 50
77771
06/02/2014
18.83
-
DOME 51
77772
06/02/2014
19.05
-
DOME 52
77773
06/02/2014
21.85
-
DOME 53
77774
06/02/2014
22.80
-
DOME 54
77775
06/02/2014
14.69
-
DOME 55
77776
06/02/2014
13.09
-
DOME 56
77777
06/02/2014
13.35
-
DOME 57
77778
06/02/2014
20.47
-
DOME 58
77779
06/02/2014
19.41
-
DOME 60
77781
06/02/2014
20.06
-
DOME 61
77782
06/02/2014
18.91
-
DOME 63
77784
06/02/2014
22.51
-
DOME 64
77785
06/02/2014
22.88
-
DOME 65
77786
06/02/2014
20.66
-
DOME 66
77787
06/02/2014
21.18
-
DOME 78
81842
06/02/2014
25.41
-
DOME 79
81843
06/02/2014
24.10
-
DOME 80
81844
06/02/2014
24.20
-
DOME 81
81845
06/02/2014
22.52
-
DOME 82
81846
06/02/2014
23.26
-
DOME 83
81847
06/02/2014
18.72
-
DOME 84
81848
06/02/2014
19.37
-
DOME 86
81850
06/02/2014
20.76
-
HIW 9
YA23835
06/02/2014
19.44
-
HIW 10
YA23836
06/02/2014
20.83
Fractions
HIW 11
YA23837
06/02/2014
21.55
Fractions
HIW 12
YA23838
06/02/2014
19.93
Fractions
HIW 13
YA23839
06/02/2014
20.72
-
HIW 14
YA23840
06/02/2014
19.55
-
HIW 15
YA23841
06/02/2014
20.15
-
HIW 16
YA23842
06/02/2014
19.86
-
HIW 17
YA23843
06/02/2014
19.92
-
HIW 1
YA24813
06/02/2014
4.74
Fractions
HIW 2
YA24814
06/02/2014
5.15
Fractions
HIW 7
YA24819
06/02/2014
3.01
Fractions
DD 1
YA59596
06/02/2014
20.62
-
DD 2
YA59597
06/02/2014
22.35
-
DD 15
YA59610
06/02/2014
19.20
-
DD 16
YA59611
06/02/2014
19.21
-
DD 17
YA59612
06/02/2014
19.37
-
DD 18
YA59613
06/02/2014
19.85
-
DD 19
YA59614
06/02/2014
20.17
-
DD 20
YA59615
06/02/2014
19.90
-
DD 21
YA59616
06/02/2014
19.64
-

(continued)
 
Claim
Grant Number
Expiry Date
Area (Ha)
Comments
DD 22
YA59617
06/02/2014
19.17
-
DD 23
YA59618
06/02/2014
18.69
-
DD 24
YA59619
06/02/2014
18.30
-
DD 25
YA59620
06/02/2014
18.18
-
DD 26
YA59621
06/02/2014
17.65
-
DD 27
YA59622
06/02/2014
19.49
-
DD 28
YA59623
06/02/2014
18.71
-
TBR 1
YA86690
06/02/2014
8.92
-
TBR 2
YA86691
06/02/2014
20.16
-
TBR 3
YA86692
06/02/2014
20.03
-
TBR 4
YA86693
06/02/2014
20.84
-
TBR 5
YA86694
06/02/2014
18.34
-
TBR 6
YA86695
06/02/2014
20.92
-
TBR 7
YA86696
06/02/2014
15.96
-
TBR 8
YA86697
06/02/2014
21.79
-
ONT 38
YA87204
06/02/2014
20.26
-
ONT 40
YA87206
06/02/2014
18.34
-
ONT 42
YA87208
06/02/2014
5.73
-
EEK 1
YA87210
06/02/2014
21.07
-
EEK 2
YA87211
06/02/2014
20.08
-
EEK 3
YA87212
06/02/2014
20.70
-
EEK 4
YA87213
06/02/2014
20.68
-
EEK 5
YA87214
06/02/2014
20.80
-
EEK 6
YA87215
06/02/2014
19.58
-
EEK 7
YA87216
06/02/2014
19.97
-
EEK 8
YA87217
06/02/2014
21.91
-
EEK 9
YA87218
06/02/2014
22.64
-
EEK 14
YA87223
06/02/2014
21.36
-
EEK 15
YA87224
06/02/2014
21.22
-
EEK 16
YA87225
06/02/2014
21.76
-
EEK 17
YA87226
06/02/2014
20.01
-
EEK 18
YA87227
06/02/2014
20.74
-
ONT 44
YA92655
06/02/2014
16.80
-
ONT 45
YA92656
06/02/2014
12.91
-
ONT 46
YA92657
06/02/2014
18.48
-
ONT 47
YA92658
06/02/2014
14.41
-
TAWA 25
YA95051
03/01/2010
4.33
Fractions
TAWA 26
YA95052
03/01/2010
5.95
Fractions
TAWA 27
YA95151
03/01/2010
17.11
-
TAWA 28
YA95152
03/01/2010
22.34
-
TAWA 29
YA95153
03/01/2010
16.14
-
TAWA 30
YA95154
03/01/2010
20.77
-
TAWA 31
YA95155
03/01/2010
23.90
-
TAWA 32
YA95156
03/01/2010
21.36
-
TAWA 33
YA95157
03/01/2010
12.16
-
TAWA 34
YA95158
03/01/2010
18.45
-

(continued)
 
Claim
Grant Number
Expiry Date
Area (Ha)
Comments
TAWA 47
YA95163
03/01/2010
7.01
-
TAWA 48
YA95164
03/01/2010
8.00
-
TAWA 49
YA95165
03/01/2010
21.93
-
TAWA 50
YA95166
03/01/2010
23.59
-
TAWA 51
YA95167
03/01/2010
23.22
-
TAWA 52
YA95168
03/01/2010
23.93
-
TAWA 53
YA95169
03/01/2010
15.03
-
TAWA 54
YA95170
03/01/2010
22.93
-
TAWA 55
YA95171
03/01/2010
5.90
-
TAWA 56
YA95172
03/01/2010
13.37
-
TAWA 57
YA95173
03/01/2010
14.12
-
TAWA 58
YA95174
03/01/2010
16.15
-
TAWA 59
YA95175
03/01/2010
13.35
-
TAWA 60
YA95176
03/01/2010
16.19
-
TAWA 61
YA95177
03/01/2010
12.44
-
TAWA 62
YA95178
03/01/2010
11.28
-
TAWA 63
YA95179
03/01/2010
8.41
-
TAWA 64
YA95301
03/01/2010
18.96
-
TAWA 65
YA95302
03/01/2010
15.20
-
TAWA 66
YA95303
03/01/2010
21.82
-
TAWA 67
YA95304
03/01/2010
22.03
-
TAWA 68
YA95305
03/01/2010
20.61
-
TAWA 69
YA95306
03/01/2010
19.68
-
TAWA 70
YA95307
03/01/2010
19.61
-
TAWA 71
YA95308
03/01/2010
18.94
-
TAWA 72
YB06963
03/01/2010
19.15
-
TAWA 73
YB06964
03/01/2010
18.69
-
TAWA 74
YB06965
03/01/2010
19.02
-
TAWA 75
YB06966
03/01/2010
18.61
-
TAWA 83
YB06971
03/01/2010
19.28
-
TAWA 84
YB06972
03/01/2010
6.48
-
TAWA 85
YB06973
03/01/2010
20.10
-
TAWA 86
YB06974
03/01/2010
21.08
-
TAWA 87
YB06975
03/01/2010
19.83
-
TAWA 88
YB06976
03/01/2010
20.96
-
TAWA 89
YB06977
03/01/2010
19.91
-
TAWA 90
YB06978
03/01/2010
20.97
-
Total
   
3136.43
 


Table 2:   Coordinates of the corners of the Mount Nansen claim block

Corner
N-S
E-W
NW
62o06.0’ N
137o12.0’ W
NE
62o05.5’ N
137o05.8’ W
SE
62o01.2’ N
137o05.3’ W
SW
62o02.4’ N
137o11.7’ W

 
Accessibility, Climate, Local Resources, Infrastructure and Physiography
 
The Mount Nansen property and the Tawa property are located approximately 180 km northwest of Whitehorse and 60 km west of the Village of Carmacks in the Yukon Territory (Figure 1). These two properties are accessible from Whitehorse via the Klondike highway to the town of Carmacks and then via an all weather gravel road. Carmacks is 170 km north of Whitehorse. Whitehorse is connected to Vancouver, Edmonton, and Calgary by air service. The Mount Nansen property is facilitated with an extensive network of gravel and dirt roads (Figure 2).

The Mount Nansen and Tawa properties lie northwest of the maximum advance of the Wisconsin ice sheet, and, consequently, are not affected by the Pleistocene continental glaciations (Figure 4; Eaton and Archer, 1989). This resulted in deep weathering in the properties reaching to depths of over 70 m from the topographic surface (Denholm et al, 2000; Roder, 1996). In mineralized zones, sulphides are commonly altered into limonite and other oxides (Denholm et al, 2000; Melling, 1995; Roder, 1996). The topography in the two properties is hilly with rounded ridges and shallow valleys. Local elevation ranges from 1030 m to 1560 m (Melling, 1995; Rodger, 1996).
 
Permafrost is widespread in the area and varies according to the amount of vegetation and slope facing direction (Stroshein, 2007b). In the north-facing slopes, permafrost is frozen all year around and in the south-facing slopes permafrost thaw to a depth of 1-2 m in the summer (Eaton and Archer, 1989; Roder, 1996).
 
The average precipitation in the Mount Nansen property is approximately 25 cm, most of which falls as rain in the summer months (Stroshein, 2007b). Snow fall is normally 30-40 cm deep in late winter. The average monthly temperature ranges from -25oC in January to 15oC in July (Stroshein, 2007b).

The Mount Nansen property is situated in the traditional Territory of the Little Salmon/Carmacks First Nation (Stroshein, 2007b). At the mine site, there is no infrastructure other than the mine plant and buildings. The village of Carmacks has been established since 1893 and has provided fuel for river steamboats, a roadhouse on the Whitehorse to Dawson stage run, and an area service center (Campbell, 1994). In the Village of Carmacks, there reside approximately 500 people. The village is also the main and administrative center of the Little Salmon Traditional Lands.

Additional information:

Full text of a Report completed by Robert S. Middleton, P.Eng on November 27, 2009 regarding the Mount Nansen and Tawa properties can be found at our website: www.guinnessexploration.com.

 
Figure 4:   Glaciation, Dawson Range, Yukon Territory
 

 
Results of Operations for the Three and Six Month Periods Ended November 30, 2009 and November 30, 2008 and the Exploration Stage Period from July 15, 2005 to November 30, 2009

Revenues
Since inception we have earned $nil in revenues.

Our operating expenses are classified into four categories:

- Professional fees
- Administrative expenses
- Investor relations
- Impairment losses on mineral properties

Professional Fees
Professional fees were $8,068 and $13,751 for the three and six month periods ended November 30, 2009, compared with $6,932 and $11,192 for the three and six month periods ended November 30, 2008, respectively.  During the period from July 15, 2005 (inception) to November 30, 2009 (the “Exploration Stage Period”) professional fees totaled $92,715. During the current period professional fees were composed of legal, auditor and accounting fees. In the coming quarter, we project professional fees will remain at current levels.

Administrative Expenses
Administrative expenses were $2,039 and 2,822 for the three and six month periods ended November 30, 2009, compared with $725 and $2,544 for the three and six month periods ended November 30, 2008, respectively.  During the period from July 15, 2005 (inception) to November 30, 2009 (the “Exploration Stage Period”) administrative expenses totaled $16,153. During the current period administrative fees were primarily composed of office expenses and Edgar Agent filing fees related to our SEC filings. We expect administrative fees to increase substantially during the coming quarters as we implement our strategic plans.

Investor Relations
Investor Relations expenses comprise costs for press releases, maintenance of the Company’s website and other investor information initiatives. During the three and six month periods ended November 30, 2009 versus November 30, 2008, these expenses totaled $1,430 and $1,430 compared with $nil and $nil respectively. For the Exploration Stage Period, Investor Relations expenses totaled $1,430. We anticipate Investor Relations expenses will increase substantially during the coming quarters as we continue our efforts to raise further capital and keep current investors informed of Company developments.

Impairment Losses on Mineral Properties
On April 6, 2006 we purchased a uranium property in Saskatchewan, Canada and on July 17, 2008 determined not to proceed with this property and formally abandoned the project. This abandonment is recorded in our financial statements as an Asset Impairment and totaled $15,985 and is included in the total loss for the Exploration Stage Period.

 

Net Loss
We incurred net losses of $(12,635) and $(20,188) for the three and six month periods ended November 30, 2009 compared with net losses of $(8,604) and $(15,223) for the three and six month periods ended November 30, 2008. During the Exploration Stage Period net losses totaled $(133,132).

Material Events and Uncertainties

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

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

Liquidity and Capital Resources

Since the date of our incorporation, we have raised $53,500 though private placements of our common shares and $81,603 through shareholder loans. As of November 30, 2009 we had cash on hand of $4,093 and prepaid expenses of $6,581. We project we will need to raise substantial additional funds during the coming twelve months to implement our strategic plans. To meet these requirements we expect we will need to complete shares issuances and/or negotiate debt arrangements. With respect to our basic operating requirements, we expect we will receive sufficient shareholder loans from our President to cover these expenses over the coming quarters.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EXCHANGE RATE FLUCTUATION RISK

Our reporting currency is United States Dollars (“USD”). Our transactions are primarily conducted in USD but also include transactions in other currencies. Foreign currency rate fluctuations may have a material impact on the Company’s financial reporting. These fluctuations may have positive or negative impacts on the results of operations of the Company.

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

 
ITEM 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are not effective in reaching that level of assurance.

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

Management's Report on Internal Control over Financial Reporting

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

As of November 30, 2009, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was not effective as of November 30, 2009, as a result of the identification of the material weaknesses described below.

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


Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

Changes in Internal Control over Financial Reporting
 
During the second quarter of the Company’s fiscal year ended May 31, 2010, no material changes were made to the Company’s internal control over financial reporting

Remediation Plan

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

 

 
PART II – OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS
 
There is no litigation pending or threatened by or against us.
 
ITEM 1A.   RISK FACTORS

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

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

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

LIQUIDITY AND CAPITAL RESOURCES ARE UNCERTAIN.

For the three months ended November 30, 2009, the Company had a Net Loss of $(12,635). The Company may need to raise additional capital by way of an offering of equity securities, an offering of debt securities, or by obtaining financing through a bank or other entity. The Company has not established a limit as to the amount of debt it may incur nor has it adopted a ratio of its equity to debt allowance. If the Company needs to obtain additional financing, there is no assurance that financing will be available from any source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful. If additional funds are raised through the issuance of equity securities, there may be a significant dilution in the value of the Company’s outstanding common stock. The Company could suffer adverse consequences if it is unable to obtain additional capital which would cast substantial doubt on its ability to continue its operations and growth.

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

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

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

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

MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE SPECULATIVE IN NATURE.

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

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that funds required for development can be obtained on a


timely basis. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results. Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

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

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

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

The Company's activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect on the financial condition of the Company.

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

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

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

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

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

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

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

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

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

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

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

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


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

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

 
Costs of bringing each property into production, including exploration work, preparation of production feasibility studies, and construction of production facilities;
 
Availability and costs of financing;
 
Ongoing costs of production;
 
Market prices for the precious metals to be produced;
 
Environmental compliance regulations and restraints; and
 
Political climate and/or governmental regulation and control.

GENERAL MINING RISKS

Factors beyond our control may affect the marketability of any substances discovered from any resource properties the Company may acquire. Metal prices, in particular gold and silver prices, have fluctuated widely in recent years. Government regulations relating to price, royalties, and allowable production and importing and exporting of precious metals can adversely affect the Company. There can be no certainty that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and operations on any projects it may acquire and environmental concerns about mining in general continue to be a significant challenge for all mining companies.
 
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not make any sales of equity securities during the quarter.
 
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.
 
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended November 30, 2009, the Company submitted to a vote of the Company's security holders a proposal to increase the authorized common shares limit of the Company from 75,000,000 to 500,000,000 and add authorization for issuance of up to 100,000,000 preferred shares, par value $0.001, for which the Board of Directors may fix and determine the designations, rights, preferences or other variation to each class or series within each class of preferred shares. Shareholder approval for this change was received November 26, 2009 and a Definitive 14C was filed with the Securities Exchange Commission on December 9, 2009.
 
ITEM 5.   OTHER INFORMATION

(a)   During the quarter there was no information which would have been required to be filed via a report on Form 8-K which was not filed as such.

(b)   During the quarter there were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.
 
ITEM 6.   EXHIBITS
 
EXHIBIT INDEX
 
 
*    Filed as an exhibit to our registration statement on Form SB-2 filed December 27, 2006 and incorporated herein by this reference
*    Filed as an exhibit to Current Report on Form 10-K filed November 20, 2009 and incorporated herein by this reference

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

GUINNESS EXPLORATION, INC.

/s/ Alastair Brown
Alastair Brown
President & CEO, CFO
 
Dated: January 19, 2010

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