<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2001
                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ---------------------
                        GUINNESS TELLI*PHONE CORPORATION

             (Exact name of registrant as specified in its charter)
                              ---------------------


NEVADA                                                    68-0310550
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              ---------------------

                              655 Redwood Hwy, #111
                              Mill Valley, CA 94941
                                 (415) 389-9442
    (Address of Registrant's principal executive offices, including zip code)

                     GUINNESS TELLI*PHONE STOCK OPTION PLAN
                            (Full title of the Plan)

                              Lawrence A. Guinness
                              655 Redwood Hwy, #111
                              Mill Valley, CA 94941
                                 (415) 389-9442
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                           Patti L. W. McGlasson, Esq.
                          SENN, PALUMBO, MEULEMANS, LLP
                       18301 Von Karman Avenue, Suite 850
                                Irvine, CA 92612
                            Telephone: (949) 442-0300
                            Facsimile: (949) 251-1331

                              --------------------
                Approximate Date of Proposed Sale to the Public:
   As soon as practicable after this Registration Statement becomes effective.
                              --------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

        Title of Securities            Amount to be      Proposed Maximum    Proposed Maximum       Amount of
         to be Registered               Registered      Offering Price per  Aggregate Offering   Registration Fee
                                                               Share               Price
   -------------------------------    --------------    ------------------  ------------------   ------------------
<S>                                   <C>              <C>                  <C>                  <C>
  Common Stock, $0.001 Par Value(1)     4,000,000               $.04            $160,000              $40.00
</TABLE>
------------

(1)    Consists of 4,000,000 shares of common stock issuable as direct shares or
shares underlying options granted to and to be granted, under the Guinness
Telli*Phone stock option plan.

(2)    The registration fee is based upon the closing bid price of the shares of
common stock of the Company as of March 15, 2001 calculated pursuant to Rule
457(c).


<PAGE>



         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

<TABLE>
<CAPTION>

         Form S-8 Item Number
             and Caption                             Caption in Prospectus
         ---------------------                       ---------------------
<S>      <C>                                         <C>
1.       Forepart of Registration Statement          Facing Page of Registration
         and Outside Front Cover Page of                      Statement and Cover Page of
         Prospectus                                  Prospectus

2.       Inside Front and Outside Back               Inside Cover Page of Prospectus
         Cover Pages of Prospectus                   and Outside Cover Page of Prospectus

3.       Summary Information, Risk Factors           Not Applicable
         and Ratio of Earnings to Fixed Charges

4.       Use of Proceeds                             Not Applicable

5.       Determination of Offering Price             Not Applicable

6.       Dilution                                    Not Applicable

7.       Selling Security Holder                     Sales by Selling Security Holder

8.       Plan of Distribution                        Cover Page of Prospectus and Sales
                                                     by Selling Security Holder

9.       Description of Securities to be             Description of Securities;
         Registered

10.      Interests of Named Experts and              Legal Matters
         Counsel

11.      Material Changes                            Not Applicable

12.      Incorporation of Certain Information        Incorporation of Certain
         by Reference                                Documents by Reference

13.      Disclosure of Commission Position           Indemnification of Directors
         on Indemnification for Securities           and Officers; Undertakings
         Act Liabilities

</TABLE>

                              DATED: MARCH 15, 2001


<PAGE>


                                     PART I

INFORMATION REQUIRED IN THE PROSPECTUS

         The document(s) containing the information concerning the Guinness
Telli*Phone Corporation Stock Option Plan, effective as of September 30, 1998
(the "Plan"), required by Item 1 of Form S-8 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the statement of availability of
registrant information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will sent or given to participants as
specified by Rule 428. In accordance with Rule 428 and the requirements of Part
I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. Guinness Telli*Phone Corporation, a
Nevada corporation (the "Company"), shall maintain a file of such documents in
accordance with the provisions of rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.

                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The content of the Company's Annual Report on Form 10-K for the year
ended December 31, 1999, and Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000 are incorporated by reference into this
Registration Statement. All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. The Company will provide
without charge to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain exhibits to such
documents. Requests for such copies shall be directed to Shareholder Relations,
Guinness Telli*Phone Corporation, 655 Redwood Hwy. #273, Mill Valley, California
94941, telephone (415) 389-9442.

Item 4.  DESCRIPTION OF SECURITIES.

         The class of securities to be offered is registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Articles of Incorporation, in accordance with the Corporation Laws
of the State of Nevada provides: "In accordance with Section 78.037 of the
Nevada Business Corporation Code, the directors and officers of this corporation
shall not be personally liable to the corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer, so long as the
acts or omissions did not involve intentional misconduct, fraud or a knowing
violation of law or as a result of the payment of dividends in violation of NRS
78.300."

<PAGE>


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

          4.1  The Company's Articles of Incorporation, as amended, define the
               rights of holders of the equity securities being registered,
               which are included as exhibits to the Company's Form 10, filed
               with the SEC on March 8, 1996, File No. 0-25632 *

          4.2  The Company's Bylaws define the rights of holders of the equity
               securities being registered, which are included as exhibits to
               the Company's Form 10, filed with the SEC on March 8, 1996, File
               No. 0-25632*

          5.1  Opinion of Senn, Palumbo, Meulemans, LLP consent included,
               relating to the issuance of the shares of securities pursuant to
               the Option Agreement

          23.1 Consent of Senn, Palumbo, Meulemans, LLP (included in Exhibit 5)

          23.2 Consent of Rooney, Ida Nolt, and Aken, Certified Public
               Accountant
          *Previously filed with the February 22, 2001 S-8

Item 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                      (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                      (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement, including (but not limited to) any addition or election of a
managing underwriter.

                  (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities offered at that time shall be
deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a
post-effective amendment any of the securities being registered, which
remain, unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


<PAGE>



         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Mill Valley, State of California, on March 15, 2001.

                      GUINNESS TELLI*PHONE CORPORATION

                      By:      /s/ Lawrence A. Guinness
                         -----------------------------------
                      Lawrence A. Guinness, President, Chief Executive Officer,
                      Chief Financial Officer, and Director



                      By:      /s/ Dixie K, Tanner
                         -----------------------------------
                      Dixie K. Tanner, Vice President, Secretary, Treasurer and
                      Director
[{"type": "S-8", "sequence": "1", "filename": "a2041848zs-8.txt", "description": "S-8", "secsgml_size_bytes": 14496}]
{"company-data": {"conformed-name": "GUINNESS TELLI-PHONE CORP", "cik": "0000940036", "assigned-sic": "4899", "irs-number": "680310550", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57126", "film-number": "1570095"}, "business-address": {"street1": "655 REDWOOD HIGHWAY", "street2": "SUITE 273", "city": "MILL VALLEY", "state": "CA", "zip": "94941", "phone": "415-389-94"}, "mail-address": {"street1": "655 REDWOOD HIGHWAY", "street2": "SUITE 273", "city": "MILL VALLEY", "state": "CA", "zip": "94941"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2001
                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ---------------------
                        GUINNESS TELLI*PHONE CORPORATION

             (Exact name of registrant as specified in its charter)
                              ---------------------

NEVADA                                                    68-0310550
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              ---------------------

                              655 Redwood Hwy, #111
                              Mill Valley, CA 94941
                                 (415) 389-9442
    (Address of Registrant's principal executive offices, including zip code)

                     GUINNESS TELLI*PHONE STOCK OPTION PLAN
                            (Full title of the Plan)

                              Lawrence A. Guinness
                              655 Redwood Hwy, #111
                              Mill Valley, CA 94941
                                 (415) 389-9442
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                           Patti L. W. McGlasson, Esq.
                          SENN, PALUMBO, MEULEMANS, LLP
                       18301 Von Karman Avenue, Suite 850
                                Irvine, CA 92612
                            Telephone: (949) 442-0300
                            Facsimile: (949) 251-1331

                              --------------------
                Approximate Date of Proposed Sale to the Public:
   As soon as practicable after this Registration Statement becomes effective.
                              --------------------

                         CALCULATION OF REGISTRATION FEE
Title of Securities            Amount to be      Proposed Maximum    Proposed Maximum       Amount of
         to be Registered               Registered      Offering Price per  Aggregate Offering   Registration Fee
                                                               Share               Price
   -------------------------------    --------------    ------------------  ------------------   ------------------
Common Stock, $0.001 Par Value(1)     4,000,000               $.04            $160,000              $40.00
------------

(1)    Consists of 4,000,000 shares of common stock issuable as direct shares or
shares underlying options granted to and to be granted, under the Guinness
Telli*Phone stock option plan.

(2)    The registration fee is based upon the closing bid price of the shares of
common stock of the Company as of March 15, 2001 calculated pursuant to Rule
457(c).
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
             and Caption                             Caption in Prospectus
         ---------------------                       ---------------------
1.       Forepart of Registration Statement          Facing Page of Registration
         and Outside Front Cover Page of                      Statement and Cover Page of
         Prospectus                                  Prospectus

2.       Inside Front and Outside Back               Inside Cover Page of Prospectus
         Cover Pages of Prospectus                   and Outside Cover Page of Prospectus

3.       Summary Information, Risk Factors           Not Applicable
         and Ratio of Earnings to Fixed Charges

4.       Use of Proceeds                             Not Applicable

5.       Determination of Offering Price             Not Applicable

6.       Dilution                                    Not Applicable

7.       Selling Security Holder                     Sales by Selling Security Holder

8.       Plan of Distribution                        Cover Page of Prospectus and Sales
                                                     by Selling Security Holder

9.       Description of Securities to be             Description of Securities;
         Registered

10.      Interests of Named Experts and              Legal Matters
         Counsel

11.      Material Changes                            Not Applicable

12.      Incorporation of Certain Information        Incorporation of Certain
         by Reference                                Documents by Reference

13.      Disclosure of Commission Position           Indemnification of Directors
         on Indemnification for Securities           and Officers; Undertakings
         Act Liabilities
DATED: MARCH 15, 2001
PART I

INFORMATION REQUIRED IN THE PROSPECTUS

         The document(s) containing the information concerning the Guinness
Telli*Phone Corporation Stock Option Plan, effective as of September 30, 1998
(the "Plan"), required by Item 1 of Form S-8 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the statement of availability of
registrant information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will sent or given to participants as
specified by Rule 428. In accordance with Rule 428 and the requirements of Part
I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. Guinness Telli*Phone Corporation, a
Nevada corporation (the "Company"), shall maintain a file of such documents in
accordance with the provisions of rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.

                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The content of the Company's Annual Report on Form 10-K for the year
ended December 31, 1999, and Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000 are incorporated by reference into this
Registration Statement. All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. The Company will provide
without charge to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain exhibits to such
documents. Requests for such copies shall be directed to Shareholder Relations,
Guinness Telli*Phone Corporation, 655 Redwood Hwy. #273, Mill Valley, California
94941, telephone (415) 389-9442.

Item 4.  DESCRIPTION OF SECURITIES.

         The class of securities to be offered is registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Articles of Incorporation, in accordance with the Corporation Laws
of the State of Nevada provides: "In accordance with Section 78.037 of the
Nevada Business Corporation Code, the directors and officers of this corporation
shall not be personally liable to the corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer, so long as the
acts or omissions did not involve intentional misconduct, fraud or a knowing
violation of law or as a result of the payment of dividends in violation of NRS
78.300."
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

          4.1  The Company's Articles of Incorporation, as amended, define the
               rights of holders of the equity securities being registered,
               which are included as exhibits to the Company's Form 10, filed
               with the SEC on March 8, 1996, File No. 0-25632 *

          4.2  The Company's Bylaws define the rights of holders of the equity
               securities being registered, which are included as exhibits to
               the Company's Form 10, filed with the SEC on March 8, 1996, File
               No. 0-25632*

          5.1  Opinion of Senn, Palumbo, Meulemans, LLP consent included,
               relating to the issuance of the shares of securities pursuant to
               the Option Agreement

          23.1 Consent of Senn, Palumbo, Meulemans, LLP (included in Exhibit 5)

          23.2 Consent of Rooney, Ida Nolt, and Aken, Certified Public
               Accountant
          *Previously filed with the February 22, 2001 S-8

Item 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                      (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                      (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement, including (but not limited to) any addition or election of a
managing underwriter.

                  (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities offered at that time shall be
deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a
post-effective amendment any of the securities being registered, which
remain, unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Mill Valley, State of California, on March 15, 2001.

                      GUINNESS TELLI*PHONE CORPORATION

                      By:      /s/ Lawrence A. Guinness
                         -----------------------------------
                      Lawrence A. Guinness, President, Chief Executive Officer,
                      Chief Financial Officer, and Director

                      By:      /s/ Dixie K, Tanner
                         -----------------------------------
                      Dixie K. Tanner, Vice President, Secretary, Treasurer and
                      Director