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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the fiscal year ended: September 30, 2006

TOUCHSTONE MINING LIMITED(Exact name of registrant as specified in its charter)

|Nevada                          | 333-130696               | 98-0468420                       
|------------------------------- | ------------------------ | ---------------------------------
|(State of other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.)
|incorporation or organization)  |                          |                                  

808 Nelson Street Suite 2103 Vancouver, British
ColumbiaCanada V6Z 2H2(Address of principal executive
offices)

Registrants telephone number: **(604)
684-7619**

(Mark One) [X] Annual report pursuant to Section 13 or 15(d)
of the securities exchange act of 1934 for the fiscal year ended September
30, 2006.

[   ] Transition report under Section 13 or 15(d) of
the securities exchange act of 1934

Securities registered under Section 12(b) of the Exchange Act:
Common stock

Securities registered under Section 12(g) of the Exchange Act:
Common stock

We are a shell Company [   ] Yes [X] No

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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. [X] Yes   [   ] No

Check if there is no disclosure of delinquent filers in response
to Item 405 or Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB [X]

State issuers revenues for its most recent fiscal year: $0.00

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State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days. $50,000
(2,500,000 common shares at $0.02 per share, price at which the common equity
was sold)

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. As of December
20, 2006, the issuer had 3,100,000 shares of common stock issued and
outstanding.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual
report on Form 10-KSB contain or may contain forward-looking statements that are
subject to known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements were based on
various factors and were derived utilizing numerous assumptions and other
factors that could cause our actual results to differ materially from those in
the forward-looking statements. These factors include, but are not limited to,
our ability to consummate a merger or business combination, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. Readers should carefully review this annual report in
its entirety, including but not limited to our financial statements and the
notes thereto. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

PART I

**Item 1. Description of Business**

**Business Development**

Touchstone Mining Limited (Touchstone, The Company) was
incorporated in the State of Nevada on September 12, 2005. Touchstone has never
declared bankruptcy, it has never been in receivership, and it has never been
involved in any legal action or proceedings.

Business of Issuer

We are an exploration stage corporation. An exploration stage
corporation is one engaged in the search of mineral deposits or reserves which
are not in either the development or production stage. We have conducted
exploration activities on the Boulder Group property, lode mining claims, in
Humboldt County, Nevada. We maintain our statutory registered agent's office at
The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada
89544 and our business office is located at 808 Nelson Street, Suite 2103,
Vancouver, British Columbia, Canada, V6Z 2H2. This is our mailing address as
well. Our telephone number is (604) 684-7619. Douglas Scheving, our president,
supplies this office space on a rent free basis.

There is no assurance that a commercially viable mineral
deposit exists on the property and further exploration will be required before a
final evaluation as to the economic feasibility is determined.

Background

On November 23, 2005, we executed a Mineral Claims Purchase
Agreement with Mineral Exploration Services, Ltd. an unrelated third party that
holds title to the property. Under the terms of the agreement, we have the right
to explore for gold on 200 acres. The property is comprised of 10 lode mining
claims in Humboldt County, Nevada. The terms of the agreement provided that we
will pay Mineral Exploration Services, Ltd. $3,500 USD on signing and transfer
of title, An additional $3,500 USD one year from

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signing, which was paid September 25, 2006, an additional
$8,000 USD two years from signing, $10,000 USD three years after signing,
$10,000 USD four years after signing, and a final payment of $15,000 five years
after signing to total $50,000 USD.

In addition to the $50,000 USD in payments to Mineral
Exploration Services Ltd., Touchstone has agreed to fund $50,000 of Exploration
on the property over a period of 5 years and to pay to Mineral Exploration
Services Ltd. a 3% royalty on all mineral production. This royalty can be
reduced to 1.5% at any time through the payment of $1,000,000 USD to Mineral
Exploration Services Ltd.

We may terminate the agreement upon giving thirty (30) days
notice prior to the commencement of an anniversary date. The property is subject
to the rules and regulations of the Bureau of Land Management. We will be
exploring for mineralized material. Mineralized material is a mineralized body
which has been delineated by appropriate spaced drilling or underground sampling
to support sufficient tonnage and average grade of metals to justify removal.
The lease grants us the right to enter on the property with our employees,
representatives and agents, and to prospect, explore, test, develop, work and
mine the property.

We will be responsible for payment of any taxes and maintenance
  fees due to BLM for 2006 and every year after thereafter. Pursuant to the agreement,
  we will be responsible for paying taxes and maintenance fees of $1,250 to the
  BLM and $89 in county and notary fees to total $1,339 per year

We have no revenues, have achieved losses since inception, have
no operations, have been issued a going concern opinion and rely upon the sale
of our securities and loans from our officers and directors to fund operations.

The fee simple title to the property is owned by the United
States of America. Mineral Property Services staked the land and has obtained a
lease from the BLM. The property is referred to as the Boulder Claim Group.
Mineral Exploration Services Ltd. has leased these claims and the rights that go
with them to us. The lease grants us the right to enter on the property with our
employees, representatives and agents, and to prospect, explore, test, develop,
work and mine the property.

The property is unencumbered and there are no competitive
conditions which affect the property. Further, there is no insurance covering
the property and we believe that no insurance is necessary since the property is
unimproved and contains no buildings or improvements.

The Company retained William Utterback, Consulting Geologist,
of Winnemucca, Nevada to do a work program based upon his recommendations in his
report Gold Exploration Proposal for the Boulder Claim Group, Humboldt County,
Nevada dated October 26, 2005. Mr. Utterback recommended a program of geological
mapping, and trenching. The exposed material in the trenches was to be metal
detected with a Minelab GP Extreme Metal detector. The estimated cost of the
program was $18,619.00 USD and this was paid on October 12, 2006. The program
was estimated to start on or about October 16, Samples will be assayed by ACME
Analitical of Vancouver B.C. certified British Columbia Assayers.

Claims

The property consists of 10 lode claims. The claims have been
legally located and filed with the Humboldt County Recorder in Winnemucca,
Nevada. Annual fees in the amount of $125 per claim to total $1,250 were paid to
the BLM on August 15, 2006 and county taxes (including the notary charge) to
total $89.00 USD were paid on September 16, 2006. No further charges are payable
until August 31, 2007

The following is a list of claim
numbers, location, and date of recording of our claims:

Claim No
    **Location**
    Date of RecordingNMC-911327
    Section 14, T. 35N., R. 34 E
    Nov. 28 2005NMC-911328
    Section 14 T. 35N. R. 34E
    Nov. 28 2005NMC-911329
    Section 14 T. 35N. R. 34E
    Nov. 28 2005NMC-911330
    Section 14 T. 35N. R. 34E
    Nov. 28 2005NMC-911331
    Section 14 T. 35N. R. 34E
    Nov. 28 2005NMC-911332
    Section 14 T. 35N. R. 34E
    Nov. 28 2005


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NMC-911333
    Section 14 T. 35N. R. 34E
      Nov. 28 2005NMC-911334
    Section 14T. 35N. R. 34E
      Nov. 28 2005NMC-911335
    Section 14T. 35N. R. 34E
      Nov. 28 2005NMC-911336
    Section 14T. 35N. R. 34E
      Nov. 28 2005


In total 10 mineral claims

Location and Access

The property is located near the extreme northern edge of the
Eugene Mountains, approximately 29 miles west of Winnemucca via Jungo Road, near
the southern boundary of Humboldt County . Section 14, in which the claims are
located lies partly in the Gaskell (east-central border) and the Pronto
(west-central border) USGS Topographic 7.5 Minute Series map sheets. The claim
block straddles an east-west ridge, with access roads on both sides of the
ridge. The main ridge summit is steep and rugged with no easy access except on
foot.

History

No record has been found of previous exploration activity. On
  the ground, two short adits and a few widely scattered prospect pits probably
  date between 1910 and 1940. There is no evidence that any material was stockpiled
  or removed from the property. Although two short adits and several prospect
  pits are located on the property, no written record of past production has yet
  been located. A reconnaissance survey of the adits and waste rock dumps revealed
  no indication that ore was encountered or removed from the property. The existing
  access road does not reach either of the adits.

Geology

Host rocks in the central part of the claim block are exposed
on the slopes of the east-west ridge. Known locally as Big Easy Ridge. The ridge
is flanked on the north and south with alluvial fans that only partly cover an
eroded bedrock surface. It was within the alluvial fans that the spectacular
gold specimens were found. The bedrock units of ALS Formation strike North 60-70
degrees east and dip northwest at 25 to 35 degrees. The two adits were driven
into a small intrusion of diorite which is crosscut by several of the gold
bearing quartz veins. These quartz veins vary in thickness from a few
millimeters up to about one meter. They generally strike northwest (Azimuth 310
to 330 degrees) and dip northeast 25 to 35 degrees, but several other
orientations were noted. Spectacular gold specimens were recovered from the
alluvial fans inside the claim block on both sides of Big Easy Ridge. The 4.5
ounce specimen was recovered on the south side below the largest outcropping
quartz vein and the two adits.

During the Pleistocene period this part of northern Nevada was
covered by a large lake called Lake Lahontan. It probably never was deep enough
to cover Big Easy Ridge. Terraces developed on the flanking alluvial fans
indicate that its upper level was about 1,400 meters (4,593 feet) elevation.
Most of the gold specimens recovered with the use of metal detectors were
between 1,340 and 1,380 meters (4,395 and 4,527 feet) elevation. Their locations
probably correspond to different strand lines along the fluctuating lake shore
line.

Overburden on the ridge slopes is thin and discontinuous. Even
the alluvial fan cover is thin, with frequent exposures of the underlying
bedrock surface beveled by the wave action of Lake Lahontan. Some strategically
located trenches would help complete a detailed geologic map of the claims and
test portions of the gold veins that remain concealed.

Supplies

Supplies and manpower are readily available for exploration of
the property.

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Other

Other than our interest in the property, we own no plans or
other property.

Our Exploration Program  Mr Utterback has reported on
November 29, 2006

The trenching program started on October 17, 2006 and was
terminated October 27, 2006 after which reclamation of the trenches was
initiated. No economic quantities of minerals were discovered. The Directors
will await the final report and assay results before making any decisions about
the property,

We do not claim to have any minerals or reserves whatsoever at
this time on any of the property.

The cost of our work program were provided by Professional
Geologist William Utterback. He estimated the cost of supervision, trenching,
grid mapping, metal detecting, sample analysis, assays, labor and supplies to be
US$18,619. We have no relationship with Mr. Utterback. Mr. Utterback was paid
the $18,619 on October 12, 2006.

We do not have any plan to take our company to revenue
generation. That is because we have not found economic mineralization yet and it
is impossible to project revenue generation from nothing.

Competitive Factors

The gold mining industry is fragmented, that is there are many,
many gold prospectors and producers, small and large. We do not compete with
anyone. That is because there is no competition for the exploration or removal
of minerals from the property. We will either find gold on the property or not.
If we do not, we will cease or suspend operations. We are one of the smallest
exploration companies in existence. We are an infinitely small participant in
the gold mining market. Readily available gold markets exist in the United
States and around the world for the sale of gold. Therefore, we will be able to
sell any gold that we are able to recover.

Regulations

Our mineral exploration program is subject to the regulations
of the Bureau of Land Management.

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The prospecting on the property is provided under the existing
1872 Mining Law and all permits for exploration and testing must be obtained
through the local Bureau of Land Management (BLM) office of the Department of
Interior. Obtaining permits for minimal disturbance as envisioned by this
exploration program will require making the appropriate application and filing
of the bond to cover the reclamation of the test areas. From time to time, an
archeological clearance may need to be contracted to allow the testing program
to proceed.

Rental Fee Requirement

The Federal government's Continuing Act of 2002 extends the
requirement of rental or maintenance fees in place of assessment work for filing
and holding mining claims with the BLM. All claimants must pay a yearly
maintenance fee of $100 per claim for all or part of the mining claim assessment
year. The fee must be paid at the State Office of the Bureau of Land Management
by August 31, of each year. TOUCHSTONE MINING LIMITED has paid this fee through
2007. The assessment year ends on noon of September 1 of each year. The initial
maintenance fee is paid at the time the Notice of Location is filed with the BLM
and covers the remainder of the assessment year in which the claim was located.
There are no exemptions from the initial fee. Some claim holders made qualify
for a Small Miner Exemption waiver of the maintenance fee for assessment years
after the year in which the claim was located. We do not qualify for a Small
Miner Exemption. The following sets for the BLM fee schedule:

Fee Schedule* (per claim)

Location Fee
    $30.00Maintenance Fee.
    $125.00Service Charges
    $10.00Transfer Fee
    $5.00Proof of Labor
    $5.00Notice of Intent to Hold
    $5.00Transfer of Interest
    $5.00Amendment
    $5.00Petition for Deferment of Assessment Work
    $25.00Notice of Intent to Locate on Stock Raising Homestead land
    $25.00


* Fee schedule reflects increases of July 2004 and July
2005.

The BLM regulations provide for three types of operations on
public lands: 1. Casual Use level, 2. Notice level and 3. Plan of Operation
level.

| | 1. | Casual Use means activities ordinarily resulting in no or
      negligible disturbance of the public lands or resources. Casual Use
      operations involve simple prospecting with hand tools such as picks,
      shovels, and metal detectors. Small-scale mining devices such as dry
      washers having engines with less than 10 brake- horsepower are allowed,
      provided they are fed using only hand tools. Casual Use level operations
      are not required to file an application to conduct activities or post a
      financial guarantee.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 2. | Notice level operations include only exploration
      activities in which five or less acres of disturbance are proposed.
      Presently, all Notice Level operations require a written notice and must
      be bonded for all activities other than
reclamation.                                                                                                                                                                                                                                                                                           

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| | 3. | Plans of Operation activities include all mining and
      processing (regardless of the size of the proposed disturbance), plus all
      other activities exceeding five acres of proposed public land
      disturbance.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operators are encouraged to
conduct a thorough inventory of the claim to determine the full extent of any
existing disturbance and to meet with field office personnel at the site before
developing an estimate. The inventory should include photographs taken "before"
and "after" any mining activity.

If an operator constructs access
or uses an existing access way for an operation and would object to BLM
blocking, removing, or claiming that access, then the operator must post a
financial guarantee that covers the reclamation of the access.

Concurrence by the BLM for
occupancy is required whenever residential occupancy is proposed or when fences,
gates, or signs will be used to restrict public access or when structures that
could be used for shelter are placed on a claim. It is the claimant's
responsibility to prepare a complete notice or plan of operators.

Mining Claims On State Land

The Nevada law authorizing location of claims on State Lands
was repealed in 1998. Acquisition of mineral rights on Nevada trust land can
only be accomplished by application for a prospecting permit, mineral lease, or
lease of common variety materials.

Gold Property Services Ltd. (William Utterback) secured all
necessary permits for exploration and, if development is warranted on the
property, will file final plans of operation before we start any mining
operations. We anticipate no discharge of water into active stream, creek,
river, lake or any other body of water regulated by environmental law or
regulation. No endangered species will be disturbed. Restoration of the
disturbed land will be completed according to law. All holes, pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the environmental law since the full nature and extent
of our proposed activities cannot be determined until we start our operations
and know what that will involve from an environmental standpoint.

We are in compliance with all laws and will continue to comply
with the laws in the future. We believe that compliance with the laws will not
adversely affect our business operations.

We are responsible to provide a safe working environment, not
disrupt archaeological sites, and conduct our activities to prevent unnecessary
damage to the property.

We will secure all necessary permits for exploration and, if
development is warranted on the property, will file final plans of operation
before we start any mining operations. At this point, a permit from the BLM
would be required. Also, we would be required to comply with the laws of the
state of Nevada and federal regulations. We anticipate no discharge of water
into active stream, creek, river, lake or any other body of water regulated by
environmental law or regulation. No endangered species will be disturbed.
Restoration of the disturbed land will be completed according to law. All holes,
pits and shafts will be sealed upon abandonment of the property. It is difficult
to estimate the cost of compliance with the environmental law since the full
nature and extent of our proposed activities cannot be determined until we start
our operations and know what that will involve from an environmental
standpoint.

The BLM was contacted with our plan of operations and they have
agreed with out calculations that the maximum cost of reclamation of the claims
held by the Company would be $4,330.00 USD. A bank draft in this amount was
delivered to the BLM on August 29, 2006. The BLM will inspect the property two
years after the work is completed to determine if the reclamation work was
successful and if they approve of the reclamation they will refund the bond to
the Company.

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Exploration stage companies have no need to discuss
environmental matters, except as they relate to exploration activities. The only
"cost and effect" of compliance with environmental regulations in the State of
Nevada is returning the surface to its previous condition upon abandonment of
the property.

The Company submitted a plan of operations to the BLM and
costed the Maximum reclamation cost at $4,330 USD. The BLM required that this
amount be posted as a bond before work could begin on the property. A cash bond
was paid to the BLM on August 29, 2006. This bond is refundable after the
reclamation work has been inspected and approved by the BLM. The usual time
period is two years after reclamation.

Subcontractors

We used the services of Gold Property Services, Ltd. who will
supervise the subcontractors for manual labor, and heavy equipment exploration
work on our properties.

Employees and Employment Agreements

At present, we have no full-time employees. Our two officers
and directors are part-time employees and each will devote about 10% of their
time or four hours per week to our operation. Our officers and directors do not
have employment agreements with us. We presently do not have pension, health,
annuity, insurance, stock options, profit sharing or similar benefit plans;
however, we may adopt plans in the future. There are presently no personal
benefits available to our officers and directors. Our officers and directors
will handle our administrative duties. Because our officers and directors are
inexperienced with exploration, they will hire qualified persons to perform the
surveying, exploration, and excavating of the property. As of today, we have not
looked for or talked to any geologists or engineers who will perform work for us
in the future. We do not intend to do so until we complete this offering.

Risks associated with TOUCHSTONE MINING LIMITED

| | 1. | Our plan of operation is limited to finding an ore
      body. As such we have no plans for revenue generation. Accordingly, you
      should not expect any revenues from operations.                                                                                                                                                                                                        
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                               
| |    | Our plan of operation and the funds we raised from our
      offering will be used for exploration of the property to determine if
      there is an ore body beneath the surface. Exploration does not contemplate
      removal of the ore. We have no plans or funds for ore removal.
      Accordingly, we will not generate any revenues as a result of your
      investment.           
| |    |                                                                                                                                                                                                                                                                                                                                                                                               
| | 2. | Because the probability of an individual prospect
      ever having reserves is extremely remote any funds spent on exploration
      will probably be lost.                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                               
| |    | The probability of an individual prospect ever having
      reserves is extremely remote. In all probability the property does not
      contain any reserves. As such, any funds spent on exploration will
      probably be lost which result in a loss of your investment.                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                               
| | 3. | We lack an operating history and have losses which
      we expect to continue into the future. As a result, we may have to suspend
      or cease operations.                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                               
| |    | We were incorporated on September 12, 2005 and we have
        not started our proposed business operations or realized any revenues.
        We have no operating history upon which an evaluation of our future success
        or failure can be made. Our net loss since inception is $63,683. To achieve
        and maintain profitability and positive cash flow we are dependent upon:

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*    our ability to
locate mineralized material *    our ability to generate
revenues *    our ability to reduce exploration costs.

| |    | Based upon current plans, we expect to incur operating
        losses in future periods. This will happen because there are expenses
        associated with the research and exploration of our mineral properties.
        As a result, we may not generate revenues in the future. Failure to generate
        revenues will cause us to suspend or cease operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 4. | Because our management does not have technical
        training or experience in exploring for, starting, and operating an exploration
        program, we will have to hire qualified personnel. If we can't locate
        qualified personnel, we may have to suspend or cease operations which
        will result in the loss of your investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Because our management is inexperienced with exploring
        for, starting, and operating an exploration program, we will have to hire
        qualified persons to perform surveying, exploration, and excavation of
        the property. Our management has no direct training or experience in these
        areas and as a result may not be fully aware of many of the specific requirements
        related to working within the industry. Management's decisions and choices
        may not take into account standard engineering or managerial approaches,
        mineral exploration companies commonly use. Consequently our operations,
        earnings and ultimate financial success could suffer irreparable harm
        due to management's lack of experience in this industry. As a result we
        may have to suspend or cease operations which will result in the loss
        of your investment.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 5. | Because we are small and do not have much capital,
        we may have to limit our exploration activity which may result in a loss
        of your investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Because we are small and do not have much capital, we
        must limit our exploration activity. As such we may not be able to complete
        an exploration program that is as thorough as we would like. In that event,
        an existing ore body may go undiscovered. Without an ore body, we cannot
        generate revenues and you will lose your investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 6. | Because Messrs. Scheving and BesMargian have other
        outside business activities and each will only be devoting 10% of their
        time, or four hours per week to our operations, our operations may be
        sporadic which may result in periodic interruptions or suspensions of
        exploration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Because Messrs. Scheving and BesMargian, our officers
        and directors have other outside business activities and each will only
        be devoting 10% of their time, or four hours per week to our operations,
        our operations may be sporadic and occur at times which are convenient
        to Messrs. Scheving and BesMargian. As a result, exploration of the property
        may be periodically interrupted or suspended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 7. | If our officers and directors resign or die without
        having found replacements our operations will be suspended or cease. If
        that should occur, you could lose your investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | We have two officers and three directors. We are entirely
        dependent upon them to conduct our operations. If they should resign or
        die there will be no one to run us. Further, we do not have key man insurance.
        If that should occur, until we find other persons to run us, our operations
        will be suspended or cease entirely. In that event it is possible you
        could lose your entire investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 8. | NASD sales practice requirements may limit a stockholder's
        ability to buy and sell our stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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The NASD has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the NASD
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. The NASD requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may have the effect of reducing the level of trading
activity and liquidity of our common stock. Further, many brokers charge higher
transactional fees for penny stock transactions. As a result, fewer
broker-dealers may be willing to make a market in our common stock, reducing a
stockholder's ability to resell shares of our common stock.

REPORTS TO SECURITY HOLDERS.

Touchstone is not required to provide annual reports to
security holders.

Electrum is subject to the reporting requirements of the
Securities and Exchange Commission (SEC) and will file reports including, but
not limited to, Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB,
Current Event Reports on Form 8-K, and Proxy Statements on Schedule 14.

The public may read and copy any materials Touchstone Mining
Limited files with the SEC at the SECs Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. The Public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC and the address of that site is www.sec.gov.

Item 2. Description of Property.

Since September 12, 2005, Touchstones current principal place
of business and corporate offices is 808 Nelson Street, Suite 2103, Vancouver,
B.C., V6Z 2H2, Canada. There is no formal lease agreement and no rental fees
were charged to the Company.

Touchstone does not have any investments or interests in any
real estate. Touchstone does not invest in real estate mortgages, nor does it
invest in Securities of, or interests in, persons primarily engaged in real
estate activities.

Item 3. Legal Proceedings

We are not a party to any pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security
Holders.

No matter was submitted during the fourth quarter of the fiscal
year ended September 30, 2006, to a vote of security holders, through the
solicitation of proxies or otherwise.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

Touchstones stock is currently traded on the OTC Bulletin
Board under the Symbol THSM. Our Common Stock is not listed on any exchange.

---

The following table sets forth the high and low bid prices for
our Common Stock as reported by the "OTCBB", reported on a fiscal quarter basis
for the most recent fiscal year ended September 30, 2006:

High ($)
      Low ($)September 30, 2006 (First quoted in September, 2006)
      0.00
      0.00


The quotations, sourced from www.otcbb.com website, reflect inter-dealer prices,
without retail mark-ups, mark-downs, or commissions and do not necessarily
represent actual transactions.

Holders of the Common Stock

As of September 30, 2006, Touchstone had Forty-six (46)
registered shareholders.

Status of our public offering

On January 23, 2006, our Form SB-2 registration statement (SEC
file no. 333-125436) was declared effective by the SEC. On June 22, 2006, we
completed our public offering of 2,500,000 shares of common stock to 44 persons
in consideration of $50,000.

Since completing our public offering, we have used the proceeds
as follows:

Offering Expenses
    $
    3,500Filing fees
    $
    879Advances for exploration work
    $
    3,268Professional fees
    $
    7,500Stationary, Mail
    $
    272Accounting
    $
    2,042BLM and county fees
    $
    4,419Cash on Hand
    $
    28,120Totals
    $
    50,000


Total funds spend to date on exploration and land holding is
  $10,170 of a budgeted $18,619. Accounts for the work done in October 2006 have
  not been submitted.

Dividends

There are no restrictions in Touchstones articles of
incorporation or bylaws that prevent us from declaring dividends. The Nevada
Revised Statutes, however, do prohibit us from declaring dividends where, after
giving effect to the distribution of the dividend:

| | 1. | Touchstone would not be able to pay its debts as they
      become due in the usual course of business;                                                                                                                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                      
| |    | or                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                      
| | 2. | Touchstones total assets would be less than the sum of
      the total liabilities plus the amount that would be needed to satisfy the
      rights of shareholders who have preferential rights superior to those
      receiving the distribution.

---

The Company has not declared any dividends, and does not plan
to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

None.

Securities authorized for issuance under equity compensation
plans

We do not have any equity compensation plans and accordingly we
have no securities authorized for issuance thereunder.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during the year ended September 30, 2006.

Item 6. Plan of Operation.

Statements contained herein which are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable,
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation: established competitors who have substantially
greater financial resources and operating histories, regulatory delays or
denials, ability to compete as a start-up company in a highly competitive
market, and access to sources of capital.

The following discussion and analysis should be read in
conjunction with our financial statements and notes thereto included elsewhere
in this Form 10-KSB. Except for the historical information contained herein, the
discussion in this Form 10-KSB contains certain forward-looking statements that
involve risks and uncertainties, such as statements of our plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-KSB
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10-KSB. The Company's actual results could
differ materially from those discussed here.

Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an on-going business for
the next twelve months unless we obtain additional capital to pay for our
expenses. This is because we have not generated any revenues from the sale of
minerals and no sales are yet possible. There is no assurance we will ever reach
this point. Accordingly, we must raise sufficient capital from sources. Our only
other source for cash at this time is investments by others. We must raise cash
to stay in business. We raised $50,000 from our public offering. Under this
offering we sold 2,500,000 shares at $0.02 per share to 44 shareholders, these
shares together with 600,000 shares sold to two directors brings the total
number of shares issued to 3,100,000 shares issued and the total number of
shareholders to 46.

We have used the above-mentioned funds to explore and maintain
our resource property located on Boulder Group in Humboldt County, Nevada. Our
exploration program is explained in as much detail as possible in the business
section of this 10-KSB. We do not intend to acquire or dispose of any plant or
significant equipment during the next twelve months.

---

Our exploration target is to find an ore body containing gold.
Our success depends upon finding mineralized material. This includes a
determination by our consultant if the property contains reserves.

We have retained Gold Property Services (William Utterback) LLC
to supervise the exploration work on the property.

Mineralized material is a mineralized body, which has been
delineated by appropriate spaced drilling or underground sampling to support
sufficient tonnage and average grade of metals to justify removal. If we don't
find mineralized material or we cannot remove mineralized material, either
because we do not have the money to do it or because it is not economically
feasible to do it, we will cease operations and you will lose your
investment.

The initial offering produced sufficient funds to pay for the
2006 exploration program and administration costs for the next 12 months.
However, if the Company required additional funds, we will try to raise
additional funds from a second public offering, a private placement or
loans.

We must conduct exploration to determine what amount of
minerals, if any, exist on our property and if any minerals, which are found,
can be economically extracted and profitably processed.

The property is undeveloped raw land. To our knowledge, the
property has never been mined. The only event that has occurred is the locating
and the recording of the lode mining claims under the direction of H.G.
McNeill.

The Company retained William Utterback, Consulting Geologist,
of Winnemucca, Nevada to do a work program based upon his recommendations in his
report Gold Exploration Proposal for the Boulder Claim Group, Humboldt County,
Nevada dated October 26, 2005. Mr. Utterback recommended a program of detailed
geological mapping, and trenching. The exposed material in the trenches was to
be metal detected with a Minelab GP Extreme Metal detector. The estimated cost
of the program was $18,619.00 USD and this was paid on October 12, 2006. The
program was estimated to start on or about October 16, Samples will be assayed
by ACME Analitical of Vancouver B.C. certified British Columbia Assayers.

Our Exploration Program  Mr Utterback has reported on November
29, 2006

The trenching program started on October 17, 2006 and was
terminated October 27, 2006 after which reclamation of the trenches was
initiated. The Company Directors will await the final report and assay results
before making any decisions about the property

Before minerals retrieval can begin, we must explore for and
find mineralized material. After that has occurred we have to determine if it is
economically feasible to remove the mineralized material. Economically feasible
means that the costs associated with the removal of the mineralized material
will not exceed the price at which we can sell the mineralized material. We
can't predict what that will be until we find mineralized material.

We do not claim to have any minerals or reserves whatsoever at
this time on any of the property.

If we are unable to complete any phase of exploration because
we don't have enough money, we will cease operations until we raise more money.
If we can't or don't raise more money, we will cease operations. If we cease
operations, we don't know what we will do and we don't have any plans to do
anything.

We do not intend to hire additional employees at this time. All
of the work on the property will be conducted by unaffiliated independent
contractors that will be hired by Gold Property Services LLC. The independent
contractors will be responsible for surveying, geology, engineering, and
exploration.

---

Limited Operating History; Need for Additional
Capital

There is no historical financial information about us upon
which to base an evaluation of our performance. We are an exploration stage
corporation and have not generated any revenues from operations. We cannot
guarantee we will be successful in our business operations. Our business is
subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, possible delays in the exploration of our
properties, and possible cost overruns due to price and cost increases in
services.

We have no assurance that future financing will be available to
us on acceptable terms. If financing is not available on satisfactory terms, we
may be unable to continue, develop or expand our operations. Equity financing
could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

To meet our need for cash we raised $50,000 from our public
offering. We cannot guarantee that we have raised enough money through the
public offering to stay in business. The money we have raised will be applied to
the items set forth in the Use of Proceeds section of the SB-2 filed with the
SEC. If we find mineralized material and it is economically feasible to remove
the mineralized material, we will attempt to raise additional money through a
subsequent private placement, public offering or through debt financing.

We have discussed this matter with our officers and directors
and Mr. Scheving has agreed to advance funds as needed and has agreed to pay any
additional cost of reclamation of the property should mineralized material not
be found thereon. There is no written agreement with Mr. Scheving to this
affect. The agreement is entirely oral. We estimate cost of reclamation to be
not more than $4,500. The Company has paid a $4,330 reclamation bond to the
Bureau of Land Management (BLM) in the State of Nevada, as detailed in Note 6
of our financial statements. Mr. Scheving has advanced $29,033 to date. At the
present time, we have not made any arrangements to raise additional cash, other
than through our public offering. If we need additional cash and cannot raise
it, we will either have to suspend operations until we do raise the cash, or
cease operations entirely. The funds raised in our public offering, together
with the loans advanced, will allow the company to operate for a minimum of one
year. Other than as described in this paragraph, we have no other financing
plans.

We acquired a lease that grants us the right to enter on a
property which contains ten lode mining claims with our employees,
representatives and agents, and to prospect, explore, test, develop, work and
mine the property. The property is staked and we began the exploration work
program on October 17, 2006 and finished October 27, 2006.

Since inception, we have issued 3,100,000 shares of our common
stock and received $62,000.

We received a $29,033 loan from Mr. Scheving, our
President.

As of the date of this filing, we have yet to begin operations
and therefore have not generated any revenues.

Since inception of the Company on September 12, 2005 to
September 30, 2006, the Company has issued 3,100,000 common shares at $0.02 per
share for total proceeds of $62,000. This was accounted for as an acquisition of
shares. Douglas Scheving covered our initial expenses of $15,000 for
incorporation and legal fees and $14,033 for working capital. The amount owed to
Mr. Scheving is non-interest bearing, unsecured and due on demand.

As of September 30, 2006, our total assets were $32,450 and our
  total liabilities were $34,133.

Application of Critical Accounting Policies

---

Our financial statements have been prepared on a going concern
  basis. We have accumulated a deficit of $63,683 from inception, September 12,
  2005, to September 30, 2006. Our ability to continue as a going concern is dependent
  upon our ability to generate profitable operations in the future and/or to obtain
  the necessary financing to meet our obligations and repay our liabilities arising
  from normal business operations when they come due. The outcome of these matters
  cannot be predicted with any certainty at this time. We have historically satisfied
  our working capital needs primarily by sales of securities and a loans payable
  from an officer of the company and at September 30, 2006, we had a working capital
  deficit of $6,013. These financial statements do not include any adjustments
  to the amount and classification of assets and liabilities that may be necessary
  should we be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with
United States generally accepted accounting principles 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 from inception, 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.

Mineral Property Costs

The Company has been in the exploration stage since its
formation in September 12, 2005 and has not yet realized any revenue from its
planned operations. It is 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 depreciated using the units-of-production method over the
estimated life of the probable reserve.

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. 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.

Risks and Uncertainties

---

The Company operates 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.

Foreign Currency Translations

The Companys functional currency is the Canadian dollar. The
Companys reporting currency is the U.S. dollar. All transactions initiated in
Canadian dollars are translated into U.S. dollars in accordance with SFAS No. 52
"Foreign Currency Translation" as follows:

| | i)   | Monetary assets and liabilities at the rate of exchange
      in effect at the balance sheet date.
| | ---- | --------------------------------------------------------------------------------------------------
| | ii)  | Equity at historical rates.                                                                       
| | iii) | Revenue and expense items at the average rate of exchange
      prevailing during the period.     

Adjustments arising from such translations are deferred until
realization and are included as a separate component of stockholders equity as
a component of comprehensive income or loss. Therefore, translation adjustments
are not included in determining net income (loss) but reported as other
comprehensive income.

For foreign currency transactions, the Company translates these
amounts to the Companys functional currency at the exchange rate effective on
the invoice date. If the exchange rate changes between the time of purchase and
the time actual payment is made, a foreign exchange transaction gain or loss
results which is included in determining net income for the period.

Impairment and Disposal of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards
("SFAS") No.144, Accounting for the Impairment or Disposal of Long-Lived Assets,
the Company reviews the carrying value of its long-lived assets for impairment
whenever events and circumstances indicate that the carrying value of the assets
might be impaired and the carrying value may not be recoverable. Recoverability
of these assets is measured by comparison of the carrying value of the assets to
the undiscounted cash flows estimated to be generated by those assets over their
remaining economic lives and the eventual disposition of the assets. If the
undiscounted cash flows are not sufficient to recover the carrying value of such
assets the assets are considered impaired, the impairment loss is measured by
comparing the fair value of the assets to their carrying values. Fair value is
determined by either a quoted market price or a value determined by a discounted
cash flow technique, whichever is more appropriate under the circumstances
involved.

Off Balance-sheet Arrangements

The Company has no off balance-sheet arrangements.

Recent Accounting Pronouncements

Recent accounting pronouncements that are listed below did
and/or are not currently expected to have a material effect on the Companys
financial statements.

FASB Statements:

- FAS 151, Inventory Costs  an Amendment of ARB No. 43.
- FAS 153, Exchanges of Non-monetary Assets  an Amendment of APB Opinion
    No. 29.
- FAS 154, Accounting Changes and Error Corrections.
- FAS 155, Accounting for Certain Hybrid Financial Instruments.
- FAS 156, Accounting for Servicing of Financial Assets.
- FAS 157, Fair Value Measurements.
- FAS 158, Employers Accounting for Defined Benefit Pension and Other
    Postretirement Plans.

Item 7. Financial Statements

---

TOUCHSTONE MINING LIMITED

(An Exploration Stage Company)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 and 2005

Expressed in US Funds

---

|                                                        | 
|------------------------------------------------------- | 
|                                                        | 
|Report of Independent Registered Public Accounting Firm | 
|                                                        | 

To the Stockholders of Touchstone Mining Limited:

We have audited the accompanying balance sheet of Touchstone
  Mining Limited (the Company) as at September 30, 2006 and 2005 and
  the related statements of operations, changes in stockholders equity,
  and cash flows for each of the year ended September 30, 2006 and 2005. These
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. The Company is not
  required to have, nor were we engaged to perform an audit of its internal control
  over financial reporting. Our audits included consideration of internal control
  over financial reporting as a basis for designing audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an opinion
  on the effectiveness of the Companys internal control over financial reporting.
  Accordingly, we express no such opinion. An audit also includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements, assessing the accounting principles used and significant estimates
  made by management, as well as evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of the Company as at
  September 30, 2006 and 2005, and the results of its operations and its cash
  flows for each of the years ended September 30, 2006 and 2005, in conformity
  with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company is dependent upon financing to continue
  operations, had suffered recurring losses from operations and has total liabilities
  that exceed total assets. These matters raise substantial doubt about the Company's
  ability to continue as a going concern. Management's plans in regards to these
  matters are discussed in Note 1. The financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.

|                  | Staley, Okada & Partners
|----------------- | --------------------------
|                  |                           
|                  |                           
|Vancouver, BC     | STALEY, OKADA & PARTNERS  
|December 15, 2006 | CHARTERED ACCOUNTANTS     
|                  |                           

---

|Touchstone Mining Limited      | Statement 1
|------------------------------ | -----------
|(An Exploration Stage Company) |            
|Balance Sheets                 |            
|As at September 30             |            
|Expressed in US Funds          |            

|ASSETS                                                               |   | 2006    |   |   | 2005   |  
|-------------------------------------------------------------------- | - | ------- | - | - | ------ | -
|Current                                                              |   |         |   |   |        |  
|Cash and cash equivalents                                            | $ | 28,120  |   | $ | 11,986 |  
|Prepaid expenses                                                     |   | -       |   |   | 15,000 |  
|                                                                     |   | 28,120  |   |   | 26,986 |  
|                                                                     |   |         |   |   |        |  
|Mineral Property Reclamation Bond(Note 5 )                           |   | 4,330   |   |   | -      |  
|                                                                     | $ | 32,450  |   | $ | 26,986 |  
|                                                                     |   |         |   |   |        |  
|                                                                     |   |         |   |   |        |  
|                                                                     |   |         |   |   |        |  
|LIABILITIES                                                          |   |         |   |   |        |  
|Current                                                              |   |         |   |   |        |  
|Accounts payable and accrued
      liabilities                       | $ | 5,100   |   | $ | 3,500  |  
|Due to related party (Note 4)                                        |   | 29,033  |   |   | 15,383 |  
|                                                                     |   | 34,133  |   |   | 18,883 |  
|                                                                     |   |         |   |   |        |  
|Going Concern(Note 1)                                                |   |         |   |   |        |  
|                                                                     |   |         |   |   |        |  
|                                                                     |   |         |   |   |        |  
|                                                                     |   |         |   |   |        |  
|STOCKHOLDERS EQUITY                                                 |   |         |   |   |        |  
|Capital Stock(Note 3)                                                |   |         |   |   |        |  
|Authorized:                                                          |   |         |   |   |        |  
|100,000,000
      common shares, $0.00001 par value                  |   |         |   |   |        |  
|Issued and outstanding
      shares:                                 |   |         |   |   |        |  
|3,100,000 common shares  Statement 3                                |   | 31      |   |   | 6      |  
|Capital in excess of par
      value  Statement 3                   |   | 61,969  |   |   | 11,994 |  
|Deficit accumulated during the exploration
      stage - Statement 3 |   | (63,683 | ) |   | (3,897 | )
|Equity Statement 3                                                  |   | (1,683  | ) |   | 8,103  |  
|                                                                     | $ | 32,450  |   | $ | 26,986 |  

- See Accompanying Notes -

---

|Touchstone Mining Limited      | Statement 2
|------------------------------ | -----------
|(An Exploration Stage Company) |            
|Statements of Operation        |            
|Expressed in US Funds          |            

|                                              |   | Cumulative from |   |   |                |   |   |               |  
|--------------------------------------------- | - | --------------- | - | - | -------------- | - | - | ------------- | -
|                                              |   | Inception       |   |   | From Inception |   |   |               |  
|                                              |   | (September 12,  |   |   | (September 12, |   |   | For the Year  |  
|                                              |   | 2005) to        |   |   | 2005) to       |   |   | Ended         |  
|                                              |   | September 30,   |   |   | September 30,  |   |   | September 30, |  
|                                              |   | 2006            |   |   | 2005           |   |   | 2006          |  
|Expenses                                      |   |                 |   |   |                |   |   |               |  
|Professional fees                             | $ | 53,052          |   | $ | 3,790          |   | $ | 49,262        |  
|Office and administrative                     |   | 461             |   |   | 107            |   |   | 354           |  
|Mineral property costs                        |   | 10,170          |   |   | -              |   |   | 10,170        |  
|Loss for the Period                           | $ | (63,683         | ) | $ | (3,897         | ) | $ | (59,780       | )
|                                              |   |                 |   |   |                |   |   |               |  
|                                              |   |                 |   |   |                |   |   |               |  
|                                              |   |                 |   |   |                |   |   |               |  
|                                              |   |                 |   |   |                |   |   |               |  
|Basic and Diluted Loss per Common Share       |   |                 |   | $ | (0.01          | ) | $ | (0.07         | )
|                                              |   |                 |   |   |                |   |   |               |  
|                                              |   |                 |   |   |                |   |   |               |  
|                                              |   |                 |   |   |                |   |   |               |  
|                                              |   |                 |   |   |                |   |   |               |  
|Weighted Average Number of Shares Outstanding |   |                 |   |   | 600,000        |   |   | 847,253       |  

- See Accompanying Notes -

---

|Touchstone Mining Limited              | Statement 3
|-------------------------------------- | -----------
|(An Exploration Stage Company)         |            
|Statements of Stockholders **Equity** |            
|Expressed in US Funds                  |            

DeficitAccumulatedCapital in
      
      
      During theCommon Shares
      
      
      Excess of
      
      
      ExplorationShares
      
      
      Amount
      
      
      Par
        Value
      
      
      Stage
      
      
      TotalInception  September 12, 2005
      
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Common shares issued for cashat $0.02 per share
      
      600,000
      
      
      6
      
      
      11,994
      
      
      -
      
      
      12,000Loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      (3,897
      )
      
      (3,897
      )Balance  September 30, 2005
      
      600,000
      
      
      6
      
      
      11,994
      
      
      (3,897
      )
      
      8,103Common shares issued for cashat $0.02 per
        share
      
      2,500,000
      
      
      25
      
      
      49,975
      
      
      -
      
      
      50,000Loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (59,786
      )
      
      (59,786
      )Balance  September 30, 2006
      
      3,100,000
      
      $
      31
      
      $
      61,969
      
      $
      (63,683
      )
      $
      (1,683
      )


- See Accompanying Notes -

---

|Touchstone Mining Limited      | Statement 4
|------------------------------ | -----------
|(An Exploration Stage Company) |            
|Statements of Cash Flows       |            
|Expressed in US Funds          |            

|                                                              |   | Cumulative     |   |   |                |   |   |              |  
|------------------------------------------------------------- | - | -------------- | - | - | -------------- | - | - | ------------ | -
|                                                              |   | from Inception |   |   | From Inception |   |   |              |  
|                                                              |   | (September 12, |   |   | (September 12, |   |   | For the Year |  
|                                                              |   | 2005) to       |   |   | 2005) to       |   |   | Ended        |  
|                                                              |   | September 30,  |   |   | September 30,  |   |   | September    |  
|Cash Resources Provided By (Used In)                          |   | 2006           |   |   | 2005           |   |   | 30, 2006     |  
|Operating Activities                                          |   |                |   |   |                |   |   |              |  
|Loss for the period                                           | $ | (63,683        | ) | $ | (3,897         | ) | $ | (59,786      | )
|                                                              |   |                |   |   |                |   |   |              |  
|Changes in operating assets and liabilities:                  |   |                |   |   |                |   |   |              |  
|Prepaid expense                                               |   | -              |   |   | (15,000        | ) |   | 15,000       |  
|Accounts payable and Accrued liabilities                      |   | 5,100          |   |   | 3,500          |   |   | 1,600        |  
|                                                              |   | (58,583        | ) |   | (15,397        | ) |   | (43,186      | )
|                                                              |   |                |   |   |                |   |   |              |  
|Investing Activities                                          |   |                |   |   |                |   |   |              |  
|Mineral property reclamation bond                             |   | (4,330         | ) |   | -              |   |   | (4,330       | )
|                                                              |   |                |   |   |                |   |   |              |  
|Financing Activities                                          |   |                |   |   |                |   |   |              |  
|Advances from related
      party                             |   | 29,033         |   |   | 15,383         |   |   | 13,650       |  
|Issuance of capital stock                                     |   | 62,000         |   |   | 12,000         |   |   | 50,000       |  
|                                                              |   | 91,033         |   |   | 27,383         |   |   | 63,650       |  
|                                                              |   |                |   |   |                |   |   |              |  
|Net Increase in Cash and Cash Equivalents                     |   | 28,120         |   |   | 11,986         |   |   | 16,134       |  
|Cash and cash equivalent position 
      Beginning of period |   | -              |   |   | -              |   |   | 11,986       |  
|Cash and Cash Equivalents Position  End of Period            | $ | 28,120         |   | $ | 11,986         |   | $ | 28,120       |  
|                                                              |   |                |   |   |                |   |   |              |  
|                                                              |   |                |   |   |                |   |   |              |  
|                                                              |   |                |   |   |                |   |   |              |  
|Supplemental Cash Flow Disclosure:                            |   |                |   |   |                |   |   |              |  
|Cash paid for interest                                        | $ | -              |   | $ | -              |   | $ | -            |  
|Cash paid for income taxes                                    | $ | -              |   | $ | -              |   | $ | -            |  

- See Accompanying Notes -

---

|Touchstone Mining Limited     
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|September 30, 2006 and 2005   
|Expressed in US Funds         
|                              
|                              

|1. | Organization and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company is a Nevada corporation incorporated
        on September 12, 2005. It is based in Vancouver, British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company is an exploration stage company
        that intends to engage principally in the acquisition, exploration and
        development of resource properties. The Company signed an option agreement
        to acquire a property (Note 6). Prior to this, the Companys
        activities have been limited to its formation and the raising of equity
        capital.                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Going Concern and Liquidity Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The accompanying audited 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. For
        the year ended September 30, 2006, the Company had a loss from operations
        of $59,786 and an accumulated deficit of $63,683. 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 year ending September 30, 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The ability of the Company to emerge from
        the exploration stage is dependent upon, among other things, obtaining
        additional financing to continue operations, explore and develop mineral
        properties and the discovery, development and sale of ore reserves.                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 audited financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

|Touchstone Mining Limited     
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|September 30, 2006 and 2005   
|Expressed in US Funds         
|                              
|                              

|2. | Significant Accounting Policies- Continued
|-- | ------------------------------------------
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           

---

|Touchstone Mining Limited     
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|September 30, 2006 and 2005   
|Expressed in US Funds         
|                              
|                              

|2. | Significant Accounting Policies
        Continued
|-- | --------------------------------------------------
|   |                                                   
|   | i)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | j)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | k)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | l)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

---

|Touchstone Mining Limited     
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|September 30, 2006 and 2005   
|Expressed in US Funds         
|                              
|                              

|2. | Significant Accounting Policies
        Continued
|-- | --------------------------------------------------
|   |                                                   
|   | m)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | n)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | o)                                                
|   |                                                   
|   |                                                   

---

|Touchstone Mining Limited     
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|September 30, 2006 and 2005   
|Expressed in US Funds         
|                              
|                              

|2. | Significant Accounting Policies- Continued                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                           
|   | p)                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|3. | Capital Stock                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|4. | Due to Related Party                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                           
|   | As of September 30, 2006, the Company was
        obligated to Douglas Scheving, a director, who is also an officer, and
        a shareholder, for a non-interest bearing demand loan with a balance of
        $29,033 (2005 - $15,383).
|   |                                                                                                                                                                                                                                           

---

|Touchstone Mining Limited     
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|September 30, 2006 and 2005   
|Expressed in US Funds         
|                              
|                              

|5. | Mineral Property Costs                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                    
|   | By agreement dated November 23, 2005 with Mineral Exploration
        Services Ltd. (MES), the Company acquired an option to earn
        a 100% interest in certain properties consisting of 10 unpatented mineral
        claims, known as the Boulder Claims, (the Property) located
        in Humbolt 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              | 

| | All payments shall be made within
        30 days of the due date or the Property and all rights will revert back
        to MES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In addition, the Company must
        incur exploration expenditures of $50,000 on the Property over five years.
        A work program of $18,619 must be completed in 2006, these funds were
        advanced to Gold Property Services during October 2006. The program consists
        of trenching, sampling and geological mapping to determine the source
        of certain high-grade gold specimens found on the Property.                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | During the year end September
        30, 2006, the Company spent $7,000 on property option payments and no
        exploration has been performed on the Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | The Company is also 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 September 30, 2006, the Company met these obligations.                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | The Property is subject to a
        3% Net Smelter Return (NSR) to MES. The NSR can be reduced
        to 1.5% upon payment to MES of $1,000,000 at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 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 they determine
        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 long term
        asset.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

|Touchstone Mining Limited     
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|September 30, 2006 and 2005   
|Expressed in US Funds         
|                              
|                              

|6. | New Accounting Pronouncements                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                              
|   | Recent accounting pronouncements that are listed below
        did and/or are not currently expected to have a material effect on the
        Companys financial statements.
|   |                                                                                                                                                                              
|   | FASB Statements:                                                                                                                                                             

| |  | FAS 151, Inventory Costs  an Amendment of
      ARB No. 43.                                    
| | - | ------------------------------------------------------------------------------------------------
| |  | FAS 153, Exchanges of Non-monetary Assets 
      an Amendment of APB Opinion No. 29.           
| |  | FAS 154, Accounting Changes and Error Corrections.                                              
| |  | FAS 155, Accounting for Certain Hybrid Financial
      Instruments.                             
| |  | FAS 156, Accounting for Servicing of Financial
      Assets.                                    
| |  | FAS 157, Fair Value Measurements.                                                               
| |  | FAS 158, Employers Accounting for Defined
      Benefit Pension and Other Postretirement Plans.
| |   |                                                                                                 

---

Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.

None. Not applicable.

Item 8A. Controls and Procedures

As of September 30, 2006, the Company carried out an evaluation
of the effectiveness of the Companys disclosure controls and procedures (as
defined by Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) under the supervision and with the participation of the Companys Chief
Executive Officer and Chief Financial Officer. Based on and as of the date of
such evaluation, the aforementioned officers have concluded that the Companys
disclosure controls and procedures were effective.

The Company also maintains a system of internal accounting
controls that is designed to provide assurance that assets are safeguarded and
that transactions are executed in accordance with managements authorization and
properly recorded. This system is continually reviewed to monitor its
effectiveness. During the fiscal year ended September 30, 2006, there were no
significant changes to this system of internal controls or in other factors that
could significantly affect those controls.

Item 8B. Other Information

No items required to be reported on Form 8-K during the fourth
quarter of the year covered by this report were not previously reported on Form
8-K.

PART III

Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a) of the Exchange Act

Touchstones executive officers and directors and their
respective ages as of September 30, 2006, are as follows:

Executive Officers and Directors:

The name, address, age and position of our officers and
directors are set forth below:

|Name and Address              | Age | Position(s)                                                                         
|----------------------------- | --- | ------------------------------------------------------------------------------------
|                              |     |                                                                                     
|Douglas W. Scheving           | 56  | President, Principal Executive Officer, and a member of
      the Board of Directors
|Suite 2103 -808 Nelson Street |    
|Vancouver, B.C., V6Z 2H2      |    

---

|Jack N. BesMargian 7612 Cambie Street
      Vancouver, B.C. V6P 3H7 | 63 | Secretary, Treasurer, Principal Financial Officer,
      Principal Accounting Officer, and a member of the Board of Directors
|------------------------------------------------------------------- | -- | -----------------------------------------------------------------------------------------------------------------------------

Mr. Scheving and Mr. BesMargian have been officers and
directors since inception, September 12, 2005.

The term of office for each director is one year, or until the
next annual meeting of the shareholders.

None of the officers or directors of the Company are involved
in any bankruptcies or criminal proceedings; are not subject to any order,
judgment or decree of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and has not been
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity futures Trading Commission to have violated a federal or state
securities or commodities law, which judgment has not been reversed, suspended
or vacated.

No family relationships exist by and between any of the
Companys officers or directors.

The following sets out the principal occupation, past five
years' business experience and other directorships held by each of the directors
and executive officers of the Company:

Douglas W. Scheving

Douglas W. Scheving has been our president, principal executive
officer and a member of our board of directors since inception. Since July 1993,
Mr. Scheving has held various positions with Golden Glacier Resources
Ltd./Exeter Resource Corporation, a TSX Venture Exchange listed exploration
stage mining company located in Vancouver, British Columbia. Mr. Scheving is
currently an independent director and member of the audit committee and
compensation committee. He has also held the positions of president and
secretary. Since October 1997, Mr. Scheving has held various positions with
Golden Dynasty Resources Limited, a TSX Venture Exchange listed resource
exploration company located in Vancouver, British Columbia. He is currently a
director, corporate secretary and chairman of the audit committee. He previously
held the position of president. Since April 2001, Mr. Scheving has been the
owner Corporate Administrative Services Limited located in Vancouver, British
Columbia. Corporate Administrative Services is engaged in the business of
bookkeeping, invoice paying, and providing office services. From 1994 to 1997,
Mr. Scheving was a member of the board of directors of Interactive Security
Inc., a computer protection sales corporation located in Vancouver, British
Columbia. Mr. Scheving was appointed initial Director and President of Electrum
Mining Limited, a Nevada mineral exploration company on August 04, 2004, he
since resigned all positions with Electrum on November 27, 2006. After this
offering is completed, Mr. Scheving will devote 10% of his time to us, or
approximately 4 hours per week to our operation. Currently, the remaining 90% of
Mr. Schevings time is devoted to his company Corporate Administrative Services,
Ltd, Golden Dynasty Resources Limited and Exeter Resources Limited and personal
travel and recreation.

Jack N. BesMargian

Jack N. BesMargian has been our secretary, treasurer, principal
financial officer, principal accounting officer and a member of the board of
directors since inception. Since 1999, Mr. BesMargain has been the accountant
for Armada Mercantile Limited. Armada Mercantile Limited, a British Columbia
corporation, is engaged in the business of merchant banking. Since 1996, Mr.
BesMargain has been the accountant for Golden Dynasty Resources Limited. Golden
Dynasty Resources Limited, a British Columbia corporation, is engaged in the
business of mineral exploration. Since 1999, Mr. BesMargain has been the
accountant for Copper Creek Ventures Ltd. Copper Creek Ventures, a British
Columbia corporation, is engaged in the business of mineral exploration. Since
1999, Mr. BesMargain has been the accountant for Petrostar Petroleum
Corporation. Petrostar Petroleum Corporation, a British Columbia corporation, is
engaged in the

---

business of oil and gas exploration. Since 1995, Mr. BesMargain has been the accountant for Discfactories Corporation. Discfactories Corporation, a British Columbia corporation, is engaged in the business of duplication of digital recordable optical
disk. After this offering is completed, Mr. BesMargain will devote 10% of his time to us, or approximately 4 hours per week to our operation. Currently, the remaining 90% of Mr. BesMargain's time is devoted to his other business interests and
personal travel and recreation.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive
officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an
affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5)
was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a
court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated.

Audit Committee and Audit Committee Financial Expert Disclosure

The Companys Board of Directors does not have a separately designated audit committee and an audit committee financial expert. Audit committee functions are performed by our board of directors. None of our directors are deemed
independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5)
funding for the outside auditory and any outside advisors engagement by the audit committee.

The Board of Directors does not have an audit committee financial expert at this time due to the fact that the Company has only limited operations and no revenues. We believe the cost related to retaining a financial expert at this time is
prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply
with applicable laws; ensure prompt internal reporting of code

---

violations; and provide accountability for adherence to the
code. The Company will provide to any person, without charge and upon request, a
copy of the code of ethics. Any such request must be made in writing to the
Company at, 808 Nelson street, Suite 2103, Vancouver B.C. Canada, V6Z 2H2 Our
code of ethics is presented as exhibit 14.1

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee
charter. Our disclosure committee is comprised of all of our officers and
directors. The purpose of the committee is to provide assistance to the Chief
Executive Officer and the Chief Financial Officer in fulfilling their
responsibilities regarding the identification and disclosure of material
information about us and the accuracy, completeness and timeliness of our
financial reports.

Employment Agreements

We have no employment contracts with any of our officers or
employees.

Significant Employees

Touchstone has no significant employees. Executive officers and
directors described above are engaged as consultants whose time and efforts are
being provided to the Company without compensation at this time.

The Company is not subject to section 16(a) of the security
Exchange Act of 1934 at this time.

Item 10. Executive Compensation.

Summary Compensation Table

|                |        |        |       |               |                | Change
      in |              |         
|--------------- | ------ | ------ | ----- | ------------- | -------------- | --------------- | ------------ | --------
|                |        |        |       |               |                | Pension         |              |         
|                |        |        |       |               |                | Value and       |              |         
|                |        |        |       |               |                | Nonqualified    |              |         
|                |        |        |       |               | Non equity     | deferred        |              |         
|                |        |        |       |               | Incentive Plan | compensation    | All other    |         
|                |        |        |       |               | compensation   | Earnings        | Compensation |         
|Name and        |        |        |       | Stock and/or  |                |                 |              |         
|principal       | Fiscal |        |       | Option Awards |                |                 |              | Total($)
|position        | Year   | Salary | Bonus |               |                |                 |              |         
|Douglas         | 2006   | 0      | 0     | 0             | 0              | 0               | 0            | $ 0     
|Scheving,       | 2005   | 0      | 0     | 0             | 0              | 0               | 0            | $ 0     
|CEO             | 2004   | 0      | 0     | 0             | 0              | 0               | 0            | $ 0     
|                |        |        |       |               |                |                 |              |         
|Jack BesMargian | 2006   | 0      | 0     | 0             | 0              | 0               | 0            | $ 0     
|CFO /           | 2005   | 0      | 0     | 0             | 0              | 0               | 0            | $ 0     
|Secretary       | 2004   | 0      | 0     | 0             | 0              | 0               | 0            | $ 0     

There has been no cash payment paid to the executive officers
for services rendered in all capacities to us for the fiscal period ended
September 30, 2006. There has been no compensation awarded to, earned by, or
paid to the executive officers by any person for services rendered in all
capacities to us for the fiscal period ended September 30, 2006.

---

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance.

Compensation of Directors

Our directors do not receive any compensation for serving as
members on the board of directors. Nor have they received any stock options,
stock awards, pension plans or compensation of any sort.

Employment Contracts

As of the date hereof, we have not entered into employment
contracts with any of our officers and do not intend to enter into any
employment contracts until such time as it profitable to do so.

Stock Option Grants

Touchstone did not grant any stock options to the executive
officers during the most recent fiscal year ended September 30, 2006. The
Company has also not granted any stock options to the executive officers since
incorporation, September 12, 2005.

Indemnification

Under our Bylaws, we may indemnify an officer or director who
is made a party to any proceeding, including a law suit, because of his
position, if he acted in good faith and in a manner he reasonably believed to be
in our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful on the
merits in a proceeding as to which he is to be indemnified, we must indemnify
him against all expenses incurred, including attorney's fees. With respect to a
derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officer or director
is judged liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or officers under
Nevada law, we are informed that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy, as expressed in the Act
and is, therefore, unenforceable.

Item 11. Security Ownership of Certain Beneficial Owners
and Management.

The following table provides the names and addresses of each
person known to Touchstone to own more than 5% of the outstanding common stock
as of September 30, 2006, and by the officers and directors, individually and as
a group. Except as otherwise indicated, all shares are owned directly.

Title of class
    Name and address of beneficial
      owner
    Amount of beneficial ownership
    Percent of classCommon Stock
    Douglas Scheving 808 Nelson
      Street, Suite 2103, Vancouver B.C., Canada V6Z 2H2
    300,000 shares
    9.68%Common Stock
    Jack N. BesMargian 7162
      Cambie Street, Vancouver, B.C. Canada V6P 3H7
      300,000 shares
    9.68%


---

Common Stock
    All Officers and Directors as
      a Group that consists of 2 people.
    600,000 shares
    19.36%


The percent of class is based on 3,100,000 shares of common
stock issued and outstanding as of September 30, 2006.

Equity Compensation Plan Information

None.

Item 12. Certain Relationships and Related
Transactions.

In September 2005, we issued a total of 600,000 shares of
restricted common stock to Douglas Scheving and Jack BesMargian. This was
accounted for as an acquisition of shares of common stock in the amount of
$12,000.

Our officers and directors are our only promoters. They have
not received nor will they receive anything of value from us, directly or
indirectly in their capacities as promoters.

Item 13. Exhibits and Reports on Form 8-K

|Exhibit No. | Document                                      | Location        
|----------- | --------------------------------------------- | ----------------
|3.1         | Articles of Incorporation                     | Previously Filed
|3.2         | Bylaws                                        | Previously filed
|14.1        | Code of Ethics                                | Included        
|31.1        | Rule 13a-14(a)/15d-14(a)
      Certifications | Included        
|31.2        | Rule 13a-14(a)/15d-14(a)
      Certifications | Included        
|32.1        | Section 1350 Certifications                   | Included        
|32.2        | Section 1350 Certifications                   | Included        

Item 14. Principal Accountant Fees and
Services

Audit Fees: All fees billed for each of the last two fiscal
years for professional services rendered by the principal accountant for the
audit of the registrants annual financial statements and the review of
financial statements included in the registrants Form 10QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years.

2005:      $5,000
  2006:      $ Nil

Audit-Related Fees: All fees billed in each of the last
two fiscal years for assurance and related services by the principal accountant
that are reasonably related to the performance of the audit or review of the
registrants financial statements and are not reported under Item 9(e)(f1) of
Schedule 14A.

2005:      $
  nil
  2006:      $ 6,582.05

Tax Fees: The aggregate fees billed in each of the last
two fiscal years for professional services rendered by the principal accountant
for tax compliance, tax advice, and tax planning:

---

2005:      $
  Nil  Nature of Services: tax compliance - filing of US tax return for fiscal
  2005 
  2006:      $ 2,725 Nature of Services: None (see note
  below)

Preparation of the Companys corporate
tax return for the fiscal year ended September 30, 2006 is currently
underway.

All other fees:

2005:    
 None 2006:      None

Audit Committee Pre-approval

The Company does not at this time have an audit committee,
therefore, no policies or procedures other than those required by SEC rules on
auditor independence, have been implemented. The Board of Directors will have to
pre-approve the engagement of the Companys principal independent accountants to
provide non-audit services. No non-audit services, except for the preparation of
corporate tax returns, for which pre-approval has been obtained, were provided
by the Company's principal independent accountants in 2005.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on this 20thday of December, 2006.

TOUCHSTONE MINING LIMITED

*/s/ Douglas W. Scheving*
  Douglas W. Scheving 
  President, Principal Executive Officer, and member of the Board of Directors

*/s/ Jack N. BesMargian*
  Jack N. BesMargian
  Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer,
  and member of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on behalf of the
Registrant and in the capacities.

|Signature                 | Title                                                    | Date               
|------------------------- | -------------------------------------------------------- | -------------------
|                          |                                                          |                    
|*/s/ Douglas W. Scheving* | President, Principal Executive
      Officer,            | December 20th, 2006
|Douglas W. Scheving       | principal financial officer,
      treasurer,            |                    
|                          | principal
      accounting officer, and                  |                    
|                          | member of the Board of Directors                         |                    
|                          |                                                          |                    
|*/s/ Jack N. BesMargian*  | Secretary, Treasurer, Principal
      Financial Officer, | December 20th, 2006
|Jack N. BesMargian        | Principal Accounting Officer, and                        |                    
|                          | member of the Board of Directors                         |                    

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