<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2001

                       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)      2,000,000              $.12              $240,000             $60.00
===================================================================================================================
</TABLE>

------------
1    Consists of 2,000,000 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 February 22, 2001 calculated pursuant to
     Rule 457(c).


<PAGE>

         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: FEBRUARY 23, 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 (2)

         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 (3)

         5.1  Opinion of Senn, Palumbo, Meulemans, LLP consent included,
              relating to the issuance of the shares of securities pursuant to
              the Consulting Agreement (1)

         23.1 Consent of Senn, Palumbo, Meulemans, LLP (included in Exhibit 5.1)

         23.2 Consent of Rooney, Ida Nolt, and Aken, Certified Public
              Accountant (1)

(1) Included in this filing
(2) Incorporated by reference to Exhibit 2 to the Company's Form 10, filed
    with the SEC on March 8, 1996, File No. 0-25632
(3) Incorporated by reference to Exhibit 2 to the Company's Form 10, filed
    with the SEC on March 8, 1996, File No. 0-25632

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 Carlsbad, State of California, on February 23, 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": "a2039937zs-8.txt", "description": "S-8", "secsgml_size_bytes": 14909}]
{"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": "333-56136", "film-number": "1553445"}, "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 FEBRUARY 23, 2001

                       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)      2,000,000              $.12              $240,000             $60.00
===================================================================================================================
------------
1    Consists of 2,000,000 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 February 22, 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: FEBRUARY 23, 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 (2)

         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 (3)

         5.1  Opinion of Senn, Palumbo, Meulemans, LLP consent included,
              relating to the issuance of the shares of securities pursuant to
              the Consulting Agreement (1)

         23.1 Consent of Senn, Palumbo, Meulemans, LLP (included in Exhibit 5.1)

         23.2 Consent of Rooney, Ida Nolt, and Aken, Certified Public
              Accountant (1)

(1) Included in this filing
(2) Incorporated by reference to Exhibit 2 to the Company's Form 10, filed
    with the SEC on March 8, 1996, File No. 0-25632
(3) Incorporated by reference to Exhibit 2 to the Company's Form 10, filed
    with the SEC on March 8, 1996, File No. 0-25632

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 Carlsbad, State of California, on February 23, 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