UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10 – Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2009

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 333-130696

Touchstone Mining Limited
(Exact name of Registrant as specified in its charter)

 
Nevada
 
98-0468420
(State or other jurisdiction of incorporation or
 
(IRS Employer Identification No.)
organization)
   
 
11923 SW 37 Terrace
Miami, Florida 33175
(Address of principal executive offices)

(305) 677-9456
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨  No ¨
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
 
 
Accelerated filer ¨
     
Non-accelerated filer ¨
 
Smaller reporting company x
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of February 4, 2010, there were 6,238,889 shares of the issuer’s common stock, par value $0.00001, outstanding.

 

 

TOUCHSTONE MINING LIMITED

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2009
TABLE OF CONTENTS

       
PAGE
         
   
PART I - FINANCIAL INFORMATION
   
         
Item 1.
 
Financial Statements (Unaudited)
 
3
         
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
13
         
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
 
15
         
Item 4T.
 
Controls and Procedures
 
15
         
   
PART II - OTHER INFORMATION
   
         
Item 1.
 
Legal Proceedings
 
15
         
Item 1A.
 
Risk Factors
 
15
         
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
15
         
Item 3.
 
Defaults Upon Senior Securities
 
16
         
Item 4.
 
Submission of Matters to a Vote of Security Holders
 
16
         
Item 5.
 
Other Information
 
16
         
Item 6.
 
Exhibits
 
16
         
 
  
SIGNATURES
  
17

 
2

 

PART I – FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
 
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's September 30, 2009 Form 10-K filed with the SEC on December 23, 2009. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
 
TABLE OF CONTENTS
 
   
PAGE
     
Balance Sheets as of December 31, 2009 (unaudited) and September 30, 2009
 
4
     
Interim Statements of Operations for the three month periods ended December 31, 2009 and 2008 (unaudited) and for the period from September 12, 2005 (inception) to December 31, 2009 (unaudited)
 
5
     
Interim Statements of Cash Flows for the three month periods ended December 31, 2009 and 2008 (unaudited) and for the period from September 12, 2005 (inception) to December 31, 2009 (unaudited)
 
6
     
Interim Notes to Financial Statements (unaudited)
  
7

 
3

 

Touchstone Mining Limited
(A Development Stage Company)

Balance Sheets

   
As of
   
As of
 
   
December 31,
   
September 30,
 
   
2009
   
2009
 
   
(Unaudited)
       
ASSETS
         
Current Assets
         
Cash and cash equivalents
  $ -     $ -  
Withholding tax receivable
    3       4  
Total current assets
    3       4  
                 
Non-Current Assets
               
Mineral property reclamation bond (Note 5)
    4,330       4,330  
                 
TOTAL ASSETS
  $ 4,333     $ 4,334  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current Liabilities
               
Accounts payable and accrued liabilities
  $ 23,693     $ 6,180  
Note payable (Note 6)
    80,000       80,000  
Accrued interest, note payable (Note 6)
    4,285       2,622  
Total current liabilities
    107,978       88,802  
                 
TOTAL LIABILITIES
    107,978       88,802  
                 
STOCKHOLDERS’ DEFICIT
               
Capital Stock (Note 3)
               
Authorized:
               
100,000,000 common shares, $0.00001 par value
               
Issued and outstanding shares:
               
6,238,889 common shares
    62       62  
Capital in excess of par value
    146,440       146,440  
Deficit accumulated during the development stage
    (250,147 )     (230,970 )
Total stockholders’ deficit
    (103,645 )     (84,468 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ 4,333     $ 4,334  

The accompanying notes are an integral part of these financial statements.

 
4

 

Touchstone Mining Limited
(A Development Stage Company)

Interim Statements of Operations
(Unaudited)

         
Cumulative
 
         
from Inception
 
         
(September 12, 2005)
 
   
Three Months Ended December 31,
   
to December 31,
 
   
2009
   
2008
   
2009
 
                   
Income
  $ -     $ -     $ -  
                         
Expenses
                       
Mineral property costs
    -       -       35,721  
Professional fees
    15,509       15,338       187,014  
Office and administrative
    2,005       2,030       22,672  
Total Operating Expenses
    17,514       17,368       245,407  
                         
Other Income (Expense)
                       
Foreign currency transaction loss
    -       -       (470 )
Interest income
    -       12       15  
Interest expense
    (1,663 )     -       (4,285 )
Total Other Income (Expense)
    (1,663 )     12       (4,740 )
                         
Net Loss Applicable to Common Shares
  $ (19,177 )   $ (17,356 )   $ (250,147 )
                         
Basic and Diluted Loss per Common Share
  $ (0.00 )   $ (0.00 )        
                         
Weighted Average Number of Common Shares Outstanding
    6,238,889       6,238,889          

The accompanying notes are an integral part of these financial statements.

 
5

 

Touchstone Mining Limited
(A Development Stage Company)

Interim Statements of Cash Flows
(Unaudited)
               
Cumulative
 
               
From Inception
 
               
(September 12, 2005)
 
   
Three Months Ended December 31,
   
to December 31,
 
   
2009
   
2008
   
2009
 
                   
Cash Flow from Operating Activities:
                 
Loss for the period
  $ (19,177 )   $ (17,356 )   $ (250,147 )
Adjustments to reconcile net loss to net cash used in operations:
                       
Changes in operating assets and liabilities:
                       
(Increase) decrease in withholding tax receivable
    1       (3 )     (3 )
Increase in accounts payable and accrued liabilities
    17,513       10,622       23,693  
Increase in accrued interest, note payable
    1,663       -       4,285  
Net cash used in operating activities
    -       (6,737 )     (222,172 )
                         
Cash Flows from Investing Activities:
                       
Mineral property reclamation bond
    -       -       (4,330 )
Net cash used in investing activities
    -       -       (4,330 )
                         
Cash Flows from Financing Activities:
                       
Proceeds from note payable
    -       -       80,000  
Proceeds from notes payable – related party
    -       -       34,502  
Issuance of common stock
    -       -       112,000  
Net cash provided by financing activities
    -       -       226,502  
                         
Net Decrease in Cash and Cash Equivalents
    -       (6,737 )     -  
Cash and Cash Equivalents – Beginning of Period
    -       7,591       -  
Cash and Cash Equivalents – End of Period
  $ -     $ 854     $ -  
                         
Supplemental Cash Flow Disclosure:
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for income taxes
  $ -     $ -     $ -  
                         
Non-Cash Financing and Investing Activities:
                       
Note payable – related party converted to common stock
  $ -     $ -     $ 34,502  

The accompanying notes are an integral part of these financial statements.

 
6

 

Touchstone Mining Limited
(A Development Stage Company)

Interim Notes to Financial Statements
December 31, 2009
(Unaudited)

1.
Organization
Touchstone Mining Limited (the “Company”) was incorporated on September 12, 2005 in the State of Nevada, USA, and is based in Miami, Florida.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is September 30.

The Company was initially incorporated for the purpose of engaging in the acquisition, exploration, and development of mineral resource properties.  The Company has obtained the right to conduct exploration work on ten mineral mining claims in Humboldt County, Nevada, USA. Prior to this, the Company’s activities have been limited to its formation, the raising of equity capital, and its mining exploration work program.  Although the Company has not disposed of its interest in its mining properties (Note 5), it has discontinued exploration on the property and is actively seeking other ventures of interest that may include, but not be limited to, mergers, acquisitions, or similar transactions.

Development Stage Company
The Company is considered to be in the development stage as defined in FASC 915-10-05 “Development Stage Entity.

2.
Significant Accounting Policies

Use of Estimates
The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $0 in cash and cash equivalents at December 31, 2009 and September 30, 2009.

 
7

 

Touchstone Mining Limited
(A Development Stage Company)

Interim Notes to Financial Statements
December 31, 2009
(Unaudited)

2.
Significant Accounting Policies (continued)

Mineral Acquisition and Exploration Costs
The Company has been in the development stage since its formation on September 12, 2005 and has not yet realized any revenue from its planned operations. It has been primarily engaged in the acquisition, exploration, and development of mining properties.  Mineral property acquisition and exploration costs are expensed as incurred.  When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Start-Up Costs
In accordance with FASC 720-15-20 “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Net Income or (Loss) Per Share of Common Stock
The Company has adopted FASC 260-10-20, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

The following table sets forth the computation of basic and diluted earnings per share:

   
Three Months Ended
December 31,
 
   
2009
   
2008
 
Net loss applicable to common shares
  $ (19,177 )   $ (17,356 )
Weighted average common shares
               
Outstanding (Basic)
    6,238,889       6,238,889  
Options
    -       -  
Warrants
    -       -  
Weighted average common shares
               
outstanding (Basic and Diluted)
    6,238,889       6,238,889  
Net loss per share (Basic and Diluted)
  $ (0.00 )   $ (0.00 )
 
8

 
Touchstone Mining Limited
(A Development Stage Company)

Interim Notes to Financial Statements
December 31, 2009
(Unaudited)

2.
Significant Accounting Policies (continued)

Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Risks and Uncertainties
The Company previously operated in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Environmental Expenditures
The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs.  Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable.  The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits.  All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability.  Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Recently Issued Accounting Pronouncements
In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

 
9

 

Touchstone Mining Limited
(A Development Stage Company)

Interim Notes to Financial Statements
December 31, 2009
(Unaudited)

2.
Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements (continued)
Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events,” SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140,” SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-17 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

3.
Stockholders’ Equity

Authorized Stock
The Company has authorized 100,000,000 common shares with a par value of $0.00001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuances
Since inception (September 12, 2005), the Company has issued 3,100,000 common shares at $0.02 per share for $62,000 in cash, and 138,889 common shares at $0.36 per share for $50,000 in cash, for total proceeds of $112,000.  The Company also issued 3,000,000 common shares at $0.01 per share in satisfaction of debt of $34,502.  There were 6,238,889 common shares issued and outstanding at December 31, 2009.

4.
Provision for Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 718-740-20 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

 
10

 

Touchstone Mining Limited
(A Development Stage Company)

Interim Notes to Financial Statements
December 31, 2009
(Unaudited)

4.
Provision for Income Taxes (continued)
Minimal development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from September 12, 2005 (date of inception) through December 31, 2009 of $250,147 will begin to expire in 2025. Accordingly, deferred tax assets of approximately $87,500 (assuming an effective maximum statutory rate of 35%) were offset by the valuation allowance, which increased by approximately $6,700 and $6,000 during the period ended December 31, 2009 and 2008, respectively.

The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax positions at December 31, 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2009.

5.
Mineral Property Costs
By agreement dated November 23, 2005 with Mineral Exploration Services Ltd. (“MES”), the Company acquired an option to acquire a 100% interest in certain properties consisting of 10 unpatented mineral claims, known as the Boulder Claims (the “Property”) located in Humboldt County, Nevada, USA.

Upon execution of the agreement, MES transferred 100% interest in the mineral claims to the Company for $50,000 to be paid, at the Company’s option, as follows:
   
Cash Payments
 
Upon signing of the agreement and transfer of title (paid)
  $ 3,500  
On or before November 23, 2006 (paid)
    3,500  
On or before November 23, 2007
    8,000  
On or before November 23, 2008
    10,000  
On or before November 23, 2009
    10,000  
On or before November 23, 2010
    15,000  
    $ 50,000  

In August 2007, the Company reached an agreement with MES, whereby MES relinquished its rights to the Property but kept its interest.  During the year ended September 30, 2008, the Company proceeded to stake the claims in its own name.  The Company is no longer obligated to make the payments outlined above for 2007 through 2010, and is only responsible for maintaining the mineral claims in good standing by paying all the necessary rents, taxes, and filing fees associated with the Property.  As of December 31, 2009, the Company owed $1,900 for filing fees and temporarily lost its rights in the property. See Note 8. Subsequent Events.

 
11

 
 
Touchstone Mining Limited
(A Development Stage Company)

Interim Notes to Financial Statements
December 31, 2009
(Unaudited)
5.
Mineral Property Costs (continued)
Although the Company has not disposed of its interest in the Property, it has discontinued exploration and is currently evaluating its options and is seeking other ventures of interest.

A $4,330 reclamation bond has been paid to the Bureau of Land Management (BLM) in the State of Nevada.  This bond will be held by the BLM until such time as it determines that the mineral property has been properly reclaimed and indigenous species of plants have been planted and are growing.  Given the uncertainty of any future exploration and/or additional work on the property, that the Company will perform and the additional time needed before a BLM inspector can view the property, this bond has been accounted for as a non-current asset.  Management estimates the costs to restore the property will be nominal and that the entire bond will be recovered as a result.

6.
Note Payable
On May 8, 2009 the Company received an $80,000 unsecured loan from an individual and in connection therewith issued an 8.25% $80,000 convertible promissory note dated May 8, 2009.  If not converted, interest and principal are due at maturity on November 8, 2010. Interest expense and accrued interest as of and for the period ended December 31, 2009 totaled $1,663 and $4,285, respectively.  The terms of conversion have not been determined but will be mutually determined by the Company and the holder.

7.
Going Concern and Liquidity Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As of December 31, 2009, the Company had a working capital deficit of $107,975 and an accumulated deficit of $250,147.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

8.
Subsequent Events
On February 16, 2010 the Company paid all delinquent filing and recording fees due on the Boulder Claims located in Humboldt County, Nevada and successfully restaked its claims in such property.

On February 10, 2010 the Company received a $32,327 loan from an unrelated entity and issued a 10%, $32,327 convertible promissory note dated February 10, 2010. If not converted, interest and principal are due at maturity on August 9, 2011. The note is convertible at any time prior to maturity at a conversion price of $0.10 per share. The conversion price and the number of shares issuable upon conversion are subject to adjustment under certain circumstances including mergers, consolidations, reclassifications, stock splits, combinations, dividends and similar transactions. Further, the conversion price is subject to downward adjustment if the Company issues common stock or securities convertible into common stock at a price of less than $0.10 per share at any time while the note remains outstanding. In such event, the conversion price under the note shall be reduced to such lower price.

The Company has evaluated events from December 31, 2009 through February 18, 2010 and has determined that there are no additional items to disclose.
 

 
12

 

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward-Looking Statements
 
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K for the year ended September 30, 2009.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
 
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
 
All references in this Form 10-Q to the “Company,” “Touchstone,” “we,” “us,” or “our” are to Touchstone Mining Limited.
 
General Overview
 
We were incorporated in the State of Nevada on September 12, 2005 to engage in the acquisition, exploration and development of mineral deposits and reserves.  On November 23, 2005 we entered into a Mineral Claim Purchase Agreement (the “Agreement”) with Mineral Exploration Services, Ltd. (“MES”) pursuant to which we acquired an option to purchase certain unpatented mineral mining claims.  The related property consisted of ten lode mineral claims located on approximately 200 acres in Humboldt County, Nevada.  Under the terms of the Agreement, we agreed to pay MES an aggregate of $50,000 over five years and to make exploration expenditures on the property of $50,000 over the same five year period.  During the initial exploration, no commercial quantities of gold or other minerals were discovered and in August 2007, we ceased exploration on the prospect.  On August 16, 2007 we notified MES of our intention to return the property via a quit claim deed.  At that time, MES informed us that it no longer wanted to retain the claim or the property and MES subsequently allowed such claim to lapse.  Our Agreement with MES was terminated as of September 16, 2007.  At the time of the termination, we had paid MES an aggregate of $7,000 under the Agreement.  In October 2007, we restaked the claims in the property and paid the necessary fees to the Bureau of Land Management.  We temporarily lost our rights in the property for failure to pay filing and recording fees due on the property on September 1, 2009. On February 10, 2010 we restaked our claims in the property. The lease to the property is currently in our name.  We do not claim to have any minerals or reserves whatsoever at this time on any of the property.  Our management has no current plans for the property at this time, and all of our exploration operations have been discontinued.  Following the discontinuation of our planned mineral acquisition, exploration and development activities through the present, we have determined to look at other ventures of merit to enhance stockholder value.  These ventures may involve sales of our debt or equity security in merger, acquisition, or similar transactions.  To date, we have achieved no operating revenues and have yet to engage in any such ventures.

 
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Results of Operations
 
We conducted no material operations during the quarter ended December 31, 2009 and do not have any present operations. During the three months ended December 31, 2009, we generated no revenues, had total operating expenses of $17,514, and incurred a net loss of $19,177.
 
Liquidity and Capital Resources
 
The report of our auditors on our audited financial statements for the fiscal year ended September 30, 2009 contains a going concern qualification as we have suffered losses since our inception.  We have minimal assets and have achieved no operating revenues since our inception.  We have depended on loans and sales of equity securities to conduct operations.  As of December 31, 2009 and September 30, 2009, we had cash of $0 and $0, current assets of $3 and $4, and current liabilities of $107,978 and $88,802, respectively.  Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.
 
Plan of Operation
 
We were formed to engage in the acquisition, exploration and development of mineral deposits and reserves.  We conducted minimal operations in this line of business and in August 2007 decided to discontinue operations in this area.  We are presently inactive, but we are looking at ventures of merit for corporate participation as a means of enhancing stockholder value. This may involve sales of our equity or debt securities in merger or acquisition transactions.
 
We have minimal operating costs and expenses at the present time due to our limited business activities.  Accordingly, absent changed circumstances, we will not be required to raise significant capital over the next twelve months, although we may do so in connection with or in anticipation of possible acquisition transactions.  We do not currently engage in any product research and development and have no plans to do so in the foreseeable future.  We have no present plans to purchase or sell any plant or significant equipment.  We also have no present plans to add employees although we may do so in the future if we engage in any merger or acquisition transactions.
 
Off-Balance Sheet Arrangements
 
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities.  We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

 
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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.
 
ITEM 4T.
CONTROLS AND PROCEDURES
 
Evaluation of Our Disclosure Controls
 
Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Nanuk Warman, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2009 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
 
PART II – OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
 
In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.
 
ITEM 1A.
RISK FACTORS
 
Not applicable.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
We did not issue any equity securities during the quarter ended December 31, 2009.

 
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ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
ITEM 5.
OTHER INFORMATION
 
On February 10, 2010 we received a $32,327 loan from an unrelated entity and issued a 10%, $32,327 convertible promissory note dated February 10, 2010. If not converted, interest and principal are due at maturity on August 9, 2011. The note is convertible at any time prior to maturity at a conversion price of $0.10 per share. The conversion price and the number of shares issuable upon conversion are subject to adjustment under certain circumstances including mergers, consolidations, reclassifications, stock splits, combinations, dividends and similar transactions. Further, the conversion price is subject to downward adjustment if we issue common stock or securities convertible into common stock at a price of less than $0.10 per share at any time while the note remains outstanding. In such event, the conversion price under the note shall be reduced to such lower price.
 
ITEM 6.
EXHIBITS
 
In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
 
 
·
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
 
 
·
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
 
 
·
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
 
 
·
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
 
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
 
The following exhibits are included as part of this report:
 
Exhibit No.
 
Description
     
31.1 / 31.2
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1 / 32.2
  
Rule 1350 Certification of Principal Executive and Financial Officer

 
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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 thereunto duly authorized.

 
TOUCHSTONE MINING LIMITED
   
   
Dated:  February 18, 2010
By:
/s/ Nanuk Warman
   
Nanuk Warman
   
President, Principal Executive and Financial Officer

 
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