SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

May 3, 2011

Date of Report (Date of earliest event reported)

GUINNESS EXPLORATION, INC.

(Exact name of small business issuer as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

Commission File # 000-53375

(Commission File Number)

98-0465540

(IRS Employer Identification Number)

Suite 12E, 156 Vincent Street, Auckland City 1010, New Zealand

(Address of principal executive offices)

509.252.9157

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

SECTION 8 – OTHER EVENTS

Item 8.01 – Other Events

Guinness Exploration Inc. (‘Guinness’) announced today its partner Ansell Capital Corp (TSXV: ACP) (‘Ansell’) has successfully raised Cdn$5,582,000 (US$5,297,318) to fund exploration work at the Charlotte Project located in the Whitehorse Mining District of the Yukon Territory.

This funding initiative fulfills a key term of the definitive Ansell Agreement executed on March 4, 2011 by Guinness, Eagle Trail Properties Inc., Ansell and two private individuals and provides sufficient capital for the first stage of development at the Charlotte Project.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 – Financial Statements and Exhibits

Exhibit 99.1 – Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GUINNESS EXPLORATION, INC.

/s/ Alastair Brown

Alastair Brown,

President & Chief Executive Officer

Dated: May 3, 2011

Guinness Exploration, Inc 8-K