SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

_____________________

CURRENT REPORT

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

October 25, 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, Eclipse, 156 Vincent West

Auckland, New Zealand 1010

(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 5 – CORPORATE GOVERANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective October 25, 2011, Mr. Nigel Mattison resigned his positions as Director; and Secretary and Treasurer of the Company for personal reasons. In regards to Mr. Mattison’s resignation, there was no disagreement with the Company relating to its operations, policies or practices. A copy of this report has been sent to Mr. Mattison by the Company and Mr. Mattison has not provided, and has indicated to the Company that he does not plan to provide, any correspondence regarding this filing to the Company in respect of his resignation from these positions.

Effective October 25, 2011, Mr. Alastair Brown has been appointed to the position of Secretary and Treasurer of the Company. Mr. Brown also holds the positions of President & Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer; Board Chair and sole director of the Company.

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: October 25, 2011

Guinness Exploration, Inc 8-K