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
Date of Report (Date of earliest event reported): February 18, 1997
GUINNESS TELL*PHONE CORPORATION
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(Exact name of Registrant as specified in its charter)
California
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(State of incorporation)
025632 68-0310550
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(Commission File Number) (I.R.S. Employer Identification No.)
655 Redwood Highway, Suite 219
Mill Valley, California 94941
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (415) 389-9442
(Former name or former address, if changed since last report): N/A
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Item 9. Sale of Equity Securities Pursuant to Regulation S.
One February 20, 1997 the Registrant completed the sale of 660,000 shares
of Common Stock, $.001 Par value of the Registrant, at a price of $0.49 per
shares U.S. dollars, pursuant to the exemption from registration provided by
Regulation S of the Securities Act of 1933. The shares of common stock were sold
to non-U.S. persons as such term is defined in Regulation S pursuant to the
terms and conditions of an Offshore Securities Subscription Agreement dated
January 6, 1997.
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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 TELLI*PHONE CORPORATION
A Nevada Corporation
Dated: March 12, 1997 /S/ Lawrence A. Guinness
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Name: Lawrence A. Guinness
Title: President
Dated: March 12, 1997 /S/ Dixie K. Tanner
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Name: Dixie K. Tanner
Title: Secretary
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