Universal New Energy Holding Group, Inc.OTC: UNEH

Cease Trade Order

2010 BCSECCOM 152



Cease Trade Order

Guinness Exploration, Inc.

Section 164 of the Securities Act, R.S.B.C. 1996, c. 418


¶ 1 Guinness Exploration, Inc. (Guinness) is an OTC reporting issuer under BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets (BCI 51-509).

¶ 2 Guinness has not filed:

      1. interim financial statements for the interim periods ended November 30, 2008, February 28, 2009, August 31, 2009 and November 30, 2009, as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and section 5(b) of BCI 51-509, 

      2. comparative annual financial statements for its financial year ended May 31, 2009, as required under Part 4 of NI 51-102 and section 5(b) of BCI 51-509, 

      3. a Form 51-102F1 Management's Discussion and Analysis for the periods ended November 30, 2008, February 28, 2009, May 31, 2009, August 31, 2009 and November 30, 2009, as required under Part 5 of NI 51-102 and section 5(b) of BCI 51-509,

      4. a Form 51-102F2 Annual Information Form for the year ended May 31, 2009, as required under section 5(c) of BCI 51-509,

      5. copies of news releases and related material change reports disclosing:

      (a) the change in control and management of Guinness on October 19, 2009, subsequent management changes on December 1, 2009, December 10, 2009, and January 13, 2010, and the change in the Company’s head office to New Zealand in January 2010,

      (b) the acquisition of an interest in two exploration properties in the Yukon Territory from Eagle Trail Properties Inc. (EPTI) on November 19, 2009 pursuant to an agreement (the Property Acquisition Agreement) between Guinness and EPTI entered into November 19, 2009, 

      (c) the amendment of Guinness’ Articles of Incorporation to increase the authorized number of its common shares and to authorize the issuance of preferred shares approved by Guinness’ Board of Directors November 30, 2009, 

      (d) the issue of 60 million common shares to EPTI under the Property Acquisition Agreement on December 29, 2009, and

      (e) the private placement of 1,875,000 units, consisting of one common share and one common share purchase warrant, at U.S. $0.80 per Unit, for aggregate proceeds of U.S. $1,500,000,

      as required under Part 7 of NI 51-102 and section 5(b) of BCI 51-509,

      6. a copy of the following documents that Guinness filed with the United States Securities and Exchange Commission:

      (a) Form 10-Q Quarterly Report for the quarter ended August 31, 2008 filed October 3, 2008,

      (b) Form 10-Q Quarterly Report for the quarter ended November 30, 2008 filed January 20, 2009,

      (c) Form 10-Q Quarterly Report for the quarter ended February 28, 2009 filed March 16, 2009,

      (d) Form 10-K Annual Report for the fiscal year ended May 31, 2009 filed 
      August 11, 2009,

      (e) Form 10-Q Quarterly Report for the quarter ended August 31, 2009 filed September 17, 2009,

      (f) Form 10-Q Quarterly Report for the quarter ended November 30, 2009 filed January 19, 2010,

      (g) Form 8-K/A Current Report dated October 19, 2009 and filed January 19, 2010,

      (h) Form 8-K Current Report dated November 19, 2009 and filed 
      November 20, 2009, 

      (i) Schedule 14C Information – Preliminary Information Statement, dated November 30, 2009 and filed December 1, 2009, 

      (j) Form 8-K Current Report dated December 1, 2009 and filed December 2, 2009, 
          (k) Schedule 14C Information – Definitive Information Statement, dated 
          November 30, 2009 and filed December 9, 2009,

      (l) Form 8-K Current Report dated December 10, 2009 and filed 
      December 15, 2009, and

          (m) Form 8-K Current Report dated December 29, 2009 and filed 
          December 31, 2009,

      as required under section 11.1 of NI 51-102 and section 5(b) of BCI 51-509 

      (the required records).

¶ 3 Under section 164(1) of the Act, the Executive Director orders that all trading in the securities of Guinness cease until:

      1. it files the required records, completed in accordance with the Act and rules, and

      2. the Executive Director makes an order under section 171 of the Act revoking this order.

¶ 4 March 19, 2010




John Porges
Manager
Corporate Finance