PLAN FOR ESTABLISHING

TELLI INFORMATION CENTERS

IN AREAS ACROSS NORTH AMERICA

OVERVIEW

Guinness Telli*Phone has completed the development of a reproductive Internet information system for the purpose of setting up online community centers containing comprehensive local information on movies, events, products, services, reviews and news as well as providing consumer redemption coupons; all accessible through personal computers and mobile devices.

Each local information center is managed by a "multi-dimensional" search engine for people to find specific information instantly and serves as an affordable subscription based target advertising platform for small businesses, retailers, groups and associations to promote themselves on the Internet and highlight themselves in their communities.

Our first Information Center, Telli Marin at www.telli.com, has been operating successfully for a number of years without any customer support and now we are preparing to set up additional centers in other geographical locations, managed by people living in the areas being served. (See Executive Summary at www.telli.com/guinness.)

Telli Information Centers are maintained on our servers and the servers contain easy to use administrative software and design tools that do not require any computer programming skills to operate.

1) For local organizations and "at home" businesses to list, modify and enhance their information directly from their personal computers and constantly review their viewer statistics to evaluate the success of their promotions.

2) For the Licensees of Telli Centers to be able to manage their centers on our servers through personal computers to…

(a) maintain and update the information for their areas,

(b) modify the structure of their search engines to insure each center remains unique to the areas being served, and

(c) assist subscribers in designing TelliPages and colorful banners for display on Telli's advertising platforms.

We have prepared the following material for our Licensees.

1) Telli licensing agreements outlining the direction and responsibilities of Licensees and their share of the revenues generated from their centers through Telli's automated subscription billing and payment system.

2) Step by step operational, maintenance and marketing manuals.

3) Market tested advertising materials that Licensees may distribute in their areas to promote their Telli Centers.

PLAN OF OPERATION AND GROWTH

Investment Needed

To launch our growth into other areas, we are raising up to $2 million through a 5-Year Preferred Convertible Stock offering paying an annual 10% dividend. Preferred shares will be sold at $1.00 per share and may be converted into common stock at the rate of ten common shares for each preferred share purchased.

Use of Proceeds

Once sufficient capital has been raised to insure an ongoing operation, it will be used as follows.

1) To contract a couple of local professional sales people (Telli Advertising Consultants) in Marin County to substantially increase Telli Marin subscription revenues by providing personal subscriber advertising assistance and design support to establish a highly profitable working model for Licensees to emulate.

2) To hire and train a staff of Initial Listing Editors to begin setting up new local Telli Centers with all local listings in their appropriate "Telli micro categories" and a Licensee Marketing Coordinator to seek out and license the centers, as they are completed, to qualified marketing individuals and small newspapers to manage and generate income from royalties on local advertising revenues in their areas. Beginning with counties adjacent to Marin County, we will circle the Bay Area to cover the suburban areas where there is little competition before setting up the city of San Francisco. A similar plan will be followed to establish Telli Centers in other major metropolitan areas.

3) To bring the Company's audited statements current and file a super 8-K with the Securities and Exchange Commission to bring the Company compliant and return to the OTCBB.

4) To launch an ongoing stock promotion program to announce the above and provide continuous news on Telli's growth into new areas, income and profitability to support the value of the Company's shares.