U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




(Mark
One)


x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
Fiscal Year Ended: September 30, 2008


OR


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




For the
transition period from _______________ to _______________




Commission
file number:  333-130696




Touchstone
      Mining Limited(Exact
      name of Registrant as specified in its charter)Nevada
            
            98-0468420(State
      or other jurisdiction of incorporation or organization)
            
            (IRS
      Employer Identification No.)11923
      SW 37 Terrace, Miami, FL
            
            33175(Address
      of principal executive offices)
            
            (Postal
      Code)




Issuer's
telephone number:  (305)
667-9456




Securities
registered under Section 12(b) of the Act:  None




Securities
registered under Section 12(g) of the Act:  None




Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes oNo x




Indicate by check mark if the
Registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.


Yes xNo o




Indicate by check mark whether the
Registrant (1) has 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.  Yes xNo o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. x




Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company.  See the
definitions of the “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.   (Check
one):




Large
      Accelerated Filer o
            Accelerated Filer
      oNon-Accelerated
      Filer o
              (Do
      not check if a smaller reporting company)
            Smaller reporting
      company x




Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes xNo o




As of
December 23, 2008, there were 6,238,889 shares of the Registrant's common stock,
par value $0.00001, issued and outstanding.  Of these, 2,938,889
shares are held by non-affiliates of the Registrant.  The market value
of securities held by non-affiliates is $0 as our stock does not presently
trade.




DOCUMENTS
INCORPORATED BY REFERENCE


If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated:  (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933,
as amended (“Securities Act”).


Not
Applicable.









TABLE
OF CONTENTS




Item Number and
      Caption
              PageForward-Looking
      Statements
              3PART
      I
              41.
              Business
              41A.
              Risk
      Factors
              51B.
              Unresolved
      Staff Comments
              82.
              Properties
              83.
              Legal
      Proceedings
              94.
              Submission
      Of Matters To A Vote Of Security Holders
              9PART
      II
              95.
              Market
      For Registrant’s Common Equity, Related Stockholder Matters And Issuer
      Purchases
      Of Equity Securities
              96.
              Selected
      Financial Data
              107.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              108.
              Financial
      Statements and Supplemental Data
              119.
              Changes In And
      Disagreements With Accountants On Accounting, And Financial
      Disclosure
              119A.[T]
              Controls
      And Procedures
              119B.
              Other
      Information
              12PART
      III
              1210.
              Directors,
      Executive Officers, and Corporate Governance
              1211.
              Executive
      Compensation
              1512.
              Security Ownership
      Of Certain Beneficial Owners And Management And Related Stockholder
      Matters
              1613.
              Certain
      Relationships And Related Transactions and Director
      Independence
              1714.
              Principal
      Accountant Fees And Services
              17PART
      IV
              1815.
              Exhibits
      and Financial Statement Schedules
              18




2




FORWARD-LOOKING
STATEMENTS





Except
for historical information, this report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.  Such forward-looking
statements involve risks and uncertainties, including, among other things,
statements regarding our business strategy, future revenues and anticipated
costs and expenses.  Such forward-looking statements include, among
others, those statements including the words “expects,” “anticipates,”
“intends,” “believes,” and similar language.  Our actual results may
differ significantly from those projected in the forward-looking
statements.  Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in the sections
“Business,” “Risk Factors,” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”  You should carefully
review the risks described in this Annual Report and in other documents we file
from time to time with the Securities and Exchange Commission.  You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date of this report.  We undertake no
obligation to publicly release any revisions to the forward-looking statements
or reflect events or circumstances after the date of this document.





Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements.





All
references in this Form 10-K to the “Company,” “Touchstone,” “we,” “us,” or
“our” are to Touchstone Mining Limited.




3





PART
I





ITEM
1.          BUSINESS





Company
Overview





We were
incorporated in the State of Nevada on September 12, 2005 to engage in the
acquisition, exploration and development of mineral deposits and
reserves.  On November 23, 2005 we entered into a Mineral Claim
Purchase Agreement (the “Agreement”) with Mineral Exploration Services, Ltd.
(“MES”) pursuant to which we acquired an option to purchase certain unpatented
mineral mining claims.  The related property consisted of ten lode
mineral claims located on approximately 200 acres in Humboldt County,
Nevada.  Under the terms of the Agreement, we agreed to pay MES an
aggregate of $50,000 over five years and to make exploration expenditures on the
property of $50,000 over the same five year period.  During the
initial exploration, no commercial quantities of gold or other minerals were
discovered and in August 2007, we ceased exploration on the
prospect.  On August 16, 2007 we notified MES of our intention to
return the property via a quit claim deed.  At that time, MES informed
us that it no longer wanted to retain the claim or the property and MES
subsequently allowed such claim to lapse.  Our Agreement with MES was
terminated as of September 16, 2007.  At the time of the termination,
we had paid MES an aggregate of $7,000 under the Agreement.  In
October 2007, we re-staked the claims in the property and paid the necessary
fees to the Bureau of Land Management.  The lease to the property is
currently in our name.  We do not claim to have any minerals or
reserves whatsoever at this time on any of the property.  Our
management has no current plans for the property at this time, and all of our
exploration operations have been discontinued.  Following the
discontinuation of our planned mineral acquisition, exploration and development
activities through the present, we have determined to look at other ventures of
merit to enhance shareholder value.  These ventures may involve sales
of our debt or equity security in merger, acquisition, or similar
transactions.  To date, we have achieved no operating revenues and
have yet to engage in any such ventures.





Patents,
Trademarks and Licenses





We do not
presently own any patents, trademarks, copyrights, or other forms of
intellectual property.





Research
and Development





We have
not performed any research and development since our inception.





Employees





As of
December 23, 2008 our only employee is our sole executive officer.




4





Change
of Control





On June
9, 2008 Douglas Scheving sold 3,300,000 shares of our common stock to Nanuk
Warman in a private transaction.  These shares presently represent
approximately 52.9% of our outstanding common shares.





ITEM
1A.       RISK FACTORS





We
have a history of operating losses which may continue.





We have a
history of losses and will continue to incur operating and net losses for the
foreseeable future. We incurred net losses of $82,146 and $29,672 during the
years ended September 30, 2008 and 2007, respectively.  As of
September 30, 2008, our accumulated deficit was $175,501. We have not achieved
revenues since our inception.   Unless and until we commence new
business operations, we may never achieve revenue or profitability.





Our
auditors have indicated that our inability to generate sufficient revenue raises
substantial doubt as to our ability to continue as a going concern.





Our
audited financial statements for the year ended September 30, 2008 were prepared
on a going concern basis in accordance with United States generally accepted
accounting principles. The going concern basis of presentation assumes that we
will continue in operation for the foreseeable future and will be able to
realize our assets and discharge our liabilities and commitments in the normal
course of business. However, our auditors have indicated that our lack of
revenues and accumulated losses raise substantial doubt as to our ability to
continue as a going concern. In the absence of additional financing or
significant revenues and profits, we may have to curtail or cease operations.
However, we cannot guarantee that will be able to obtain sufficient additional
funds when needed, or that such funds, if available, will be obtainable on terms
satisfactory to us. In the event that our plans cannot be effectively realized,
there can be no assurance accepted that we will be able to continue as a going
concern.





Rules
issued under the Sarbanes-Oxley Act of 2002 may make it difficult for us to
retain or attract qualified officers and directors, which could adversely affect
the management of our business and our ability to retain listing of our common
stock.





We may be
unable to attract and retain those qualified officers, directors, and members of
board committees required to provide for our effective management because of
rules and regulations that govern publicly held companies, including, but not
limited to, certifications by principal executive officers. The enactment of the
Sarbanes-Oxley Act has resulted in the issuance of rules and regulations and the
strengthening of existing rules and regulations by the SEC, as well as the
adoption of new and more stringent rules by the stock exchanges and NASDAQ. The
perceived personal risk associated with these rules and regulations may deter
qualified individuals from accepting roles as directors and executive
officers.




5





If
we fail to maintain an effective system of disclosure and internal controls, we
may not be able to accurately report our financial results or detect fraud.
Consequently, investors could lose confidence in our financial reporting and
this may decrease the trading price of our stock.





We must
maintain effective disclosure and internal controls to provide reliable
financial reports and detect fraud. Based on our evaluation as of September 30,
2008, we concluded that we do maintain effective disclosure controls and
procedures. Failure to implement changes to our controls that we may identify in
the future as necessary to maintain an effective system of such controls could
harm our operating results and cause investors to lose confidence in our
reported financial information. Any such loss of confidence would have a
negative effect on the trading price of our stock.




We
have no present business operations. Accordingly, you have little basis upon
which to evaluate our ability to achieve future business success.





We were
formed to engage in the acquisition, exploration and development of mineral
deposits and reserves.  We discontinued operations in this area in
August 2007.  We are presently looking at other ventures of merit but,
to date, have not found any suitable ventures.  No assurance can be
given that we will ever locate and establish a suitable business
venture.  Our operations are therefore subject to all of the risks
inherent in the establishment of a new business enterprise and must be
considered in light of the expenses, difficulties, complications and delays
frequently encountered in connection with the formation of any new
business.





We
may be unable to obtain additional capital that we will require to implement our
business plan, which would restrict our ability to grow.





We have a
limited amount of working capital that will not be sufficient to fully fund our
planned operations. We will require additional capital to continue to operate
and expand our business. We may be unable to obtain the additional capital
required.





Future
acquisitions, as well as administrative requirements (such as salaries,
insurance expenses, and general overhead expenses, as well as legal compliance
and accounting expenses) will require a substantial amount of additional capital
and cash flow. We may not be successful in locating suitable financing
transactions in the time period required or at all, and we may not be able to
obtain the capital we require by other means. If we do not succeed in raising
additional capital, we may be unable to fund our operations going
forward.





Our
ability to obtain needed financing may be impaired by such factors as the
capital markets and our status as an enterprise without a demonstrated operating
history.  If the amount of capital we are able to raise from financing
activities is not sufficient to satisfy our capital needs, we may be required to
curtail or cease our operations.





We may
incur substantial costs in pursuing future capital financing, including
investment banking fees, legal fees, accounting fees, securities law compliance
fees, printing and distribution expenses, and other costs. We also may be
required to recognize non-cash expenses in connection with certain securities we
may issue, such as convertible notes and warrants, which may adversely impact
our financial condition.




6





We
may not be able to effectively expand operations or manage our growth, which may
harm our profitability.





Our
strategy envisions expanding our business. If we fail to effectively manage our
growth, our financial results could be adversely affected. Growth may place a
strain on our management systems and resources. We must continue to refine and
expand our business development capabilities, our systems and processes, and our
access to financing sources. As we grow, we must continue to hire, train,
supervise and manage new employees. We cannot assure you that we will be able
to:





·
            meet
      our capital needs;





·
            expand
      our systems effectively or efficiently or in a timely
    manner;





·
            allocate
      our human resources optimally;





·
            identify
      and hire qualified employees or retain valued employees;
  or





·
            incorporate
      effectively the components of any business that we may acquire in our
      effort to achieve growth.





If we are
unable to manage our growth, our operations and our financial results could be
adversely affected by inefficiency, which could diminish our
profitability.





Our
business may suffer if we do not attract and retain talented
personnel.





Our
success will depend in large measure on the abilities, expertise, judgment,
discretion, integrity, and good faith of our management and other personnel in
conducting our intended business. We presently have a small management team
consisting of our sole executive officer that we expect to expand in conjunction
with our planned acquisition activities. The loss of a key individual or our
inability to attract suitably qualified staff could materially adversely impact
our business. We presently do not maintain “key man” life insurance on any
member of our management team.  If we are unable to attract and retain
key personnel, our business may be adversely affected.





There
has been a limited trading market for our common stock that may impair your
ability to sell your shares.





There has
not been a trading market for our common stock since our inception. The lack of
an active market may impair your ability to sell your shares at the time you
wish to sell them or at a price that you consider reasonable. The lack of an
active market may also reduce the fair market value of your shares. An inactive
market may also impair our ability to raise capital by selling shares of capital
stock and may impair our ability to acquire other assets or companies by using
common stock as consideration.




7





Our
common stock is currently quoted on the NASD’s Over-the-Counter Bulletin Board
under the symbol “THSM.OB.” As indicated above, our common stock is not
presently trading. As a result, investors may find it difficult to obtain
accurate quotations of the price of our common stock. This situation severely
limits the liquidity of the common stock and hampers our ability to raise
additional capital.





We
do not expect to pay dividends in the foreseeable future.





We do not
intend to declare dividends for the foreseeable future, as we anticipate that we
will reinvest future earnings in the development and growth of our business.
Therefore, investors will not receive any funds unless they sell their common
stock, and stockholders may be unable to sell their shares on favorable terms or
at all. Investors cannot be assured of a positive return on investment or that
they will not lose the entire amount of their investment in our common
stock.





Applicable
SEC rules governing the trading of “penny stocks” will limit the trading and
liquidity of our common stock, which may affect the trading price of our common
stock.





Our
common stock is considered to be a “penny stock” and is therefore subject to SEC
rules and regulations that (i) impose limitations upon the manner in which our
shares may be publicly traded and (ii) regulate broker-dealer practices in
connection with transactions in “penny stocks.” Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer’s
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules and may increase the difficulty investors might experience in
attempting to liquidate such securities.





ITEM
1B.       UNRESOLVED STAFF
COMMENTS





Not
Applicable.





ITEM
2.          PROPERTIES





Our
principal executive office is located at 11923 SW 37 Terrace, Miami, Florida
33175.  The office space is shared office space in which we have use
of a 160 square foot office.  The office is provided to us on a rent
free basis by our President, Nanuk Warman.




8





ITEM
3.          LEGAL
PROCEEDINGS





Legal
Proceedings





In the
ordinary course of our business, we may from time to time become subject to
routine litigation or administrative proceedings which are incidental to our
business.  We are not a party to nor are we aware of any existing,
pending or threatened lawsuits or other legal actions involving us.





ITEM
4.          SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this report.








PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES





Market
Information





“Bid” and
”ask” prices for our common stock are quoted on the Over-The-Counter Bulletin
Board (the “OTCBB”) under the symbol “THSM.OB.”  However, our stock
has never traded.





The
following table sets forth the high and low closing bid prices for our common
stock for the fiscal quarters indicated as reported on the OTCBB by the National
Association of Securities Dealers Composite Feed or other qualified interdealer
quotation medium. The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and do not represent actual
transactions.




Quarter
      Ended
              
              High
      Bid
              
              
              Low
      BidSeptember
      30, 2008
              
              $
              0.51
              
              
              $
              0.51June
      30, 2008
              
              $
              0.51
              
              
              $
              0.51March
      31, 2008
              
              $
              0.51
              
              
              $
              0.51December
      31, 2007
              
              $
              0.51
              
              
              $
              0.51September
      30, 2007
              
              $
              0.51
              
              
              $
              0.51June
      30, 2007
              
              $
              0.51
              
              
              $
              0.51March
      31, 2007
              
              $
              0.51
              
              
              $
              0.51December
      31, 2006
              
              
              N/A
              
              
              
              N/A




As of
December 1, 2008, we had 13 stockholders of record of our common
stock.




9




Dividends





We have
never declared any cash dividends with respect to our common
stock.  Future payment of dividends is within the discretion of our
board of directors and will depend on our earnings, capital requirements,
financial condition, and other relevant factors.  Although there are
no material restrictions limiting, or that are likely to limit, our ability to
pay dividends on our common stock, we presently intend to retain future
earnings, if any, for use in our business and have no present intention to pay
cash dividends on our common stock.





Recent
Sales of Unregistered Securities





During
the fiscal year ended September 30, 2008, we issued the following securities
without registration under the Securities Act of 1933:





On
February 6, 2008 we sold 138,889 shares of our common stock to one person at a
price of $0.36 per share, or an aggregate of $50,000.  The sale was
made in reliance on Section 4(2) of the Securities Act of 1933, as amended,
since the issuance did not involve a public offering, the recipient had access
to information that would be included in a registration statement, the recipient
took the shares for investment and not resale, and we took appropriate measures
to restrict resale.





ITEM
6.          SELECTED FINANCIAL
DATA





Not
applicable.




ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





Results
of Operations





We have
conducted no material operations during the year ended September 30, 2008 and do
not have any present operations. During the year ended September 30, 2008, we
generated no revenues.  Accordingly, a discussion of our results of
operations is not meaningful and will not be presented herein.





Liquidity
and Capital Resources





The
report of our auditors on our audited financial statements for the fiscal year
ended September 30, 2008 contains a going concern qualification as we have
suffered losses since our inception.  We have minimal assets and have
achieved no operating revenues since our inception.  We have depended
on loans and sales of equity securities to conduct operations.  As of
September 30, 2008 and 2007, we had cash of $7,591 and $42, current assets of
$7,591 and $42 and current liabilities of $40,920 and $1,225,
respectively.  Unless and until we commence material operations and
achieve material revenues, we will remain dependent on financings to continue
our operations.




10




Plan
of Operation





We were
formed to engage in the acquisition, exploration and development of mineral
deposits and reserves.  We conducted minimal operations in this line
of business and in August 2007 decided to discontinue operations in this
area.  We are presently inactive, but we are looking at ventures of
merit for corporate participation as means of enhancing stockholder value. This
may involve sales of our equity or debt securities in merger or acquisition
transactions.





We have
minimal operating costs and expenses at the present time due to our limited
business activities.  Accordingly, absent changed circumstances, we
will not be required to raise significant capital over the next twelve months,
although we may do so in connection with or in anticipation of possible
acquisition transactions.  We do not currently engage in any product
research and development and have no plans to do so in the foreseeable
future.  We have no present plans to purchase or sell any plant or
significant equipment.  We also have no present plans to add employees
although we may do so in the future if we engage in any merger or acquisition
transactions.





ITEM
8.          FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA





Our
audited financial statements are included beginning immediately following the
signature page to this report.  See Item 15 for a list of the
financial statements included herein.





ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





Not
applicable.





ITEM
9A.[T]  CONTROLS AND PROCEDURES





Evaluation
of Our Disclosure Controls and Internal Controls





Under the
supervision and with the participation of our senior management, including our
chief executive officer and chief financial officer, Nanuk Warman, we conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end
of the period covered by this annual report (the “Evaluation
Date”).  Based on this evaluation, our chief executive officer and
chief financial officer concluded as of the Evaluation Date that our disclosure
controls and procedures were effective such that the information relating to us,
including our consolidated subsidiaries, required to be disclosed in our
Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms, and (ii) is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.




11





Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United
States.  Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements.  Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control – Integrated Framework.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this annual report.





Officers’
Certifications





Appearing
as exhibits to this Annual Report are “Certifications” of our Chief Executive
Officer and Chief Financial Officer.  The Certifications are required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”).  This section of the Annual Report contains
information concerning the Controls Evaluation referred to in the Section 302
Certification.  This information should be read in conjunction with
the Section 302 Certifications for a more complete understanding of the topics
presented.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal control over financial reporting that
occurred during the quarter ended September 30, 2008 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.





ITEM
9B.       OTHER INFORMATION





Not
applicable.




PART
III





ITEM
10.        DIRECTORS, EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE





Executive
Officers, Directors and Key Employees





Directors
serve until the next annual meeting of the stockholders; until their successors
are elected or appointed and qualified, or until their prior resignation or
removal.  Officers serve for such terms as determined by our board of
directors.  Each officer holds office until such officer’s successor
is elected or appointed and qualified or until such officer’s earlier
resignation or removal.  No family relationships exist between any of
our present directors and officers.




12





The
following table sets forth certain information, as of December 23, 2008, with
respect to our directors and executive officers.





Name
            Positions
      Held
            Age
            Date
      of Election or Appointment as DirectorNanuk
      Warman
            Chief
      Executive and Financial Officer, President, Secretary, Treasurer, and
      Director
            36
            June
      9, 2008





Certain
biographical information of our director and officer is set forth
below.





Nanuk
Warman





Nanuk
Warman has served as our President, Chief Executive and Financial Officer,
Secretary, Treasurer, and Director since June 9, 2008.  Mr. Warman has
been President, Chief Executive and Financial Officer, Treasurer, and Member of
the Board of Directors of Mariposa Resources since May 31, 2006. He obtained his
Certified Management Accountant (CMA) designation in October 1998 and has been a
member in good standing since with the Certified Management Accountants Society
of British Columbia. As of August, 2007, he has earned the right to use the
Chartered Financial Analyst (CFA) designation and is a member in good standing
with the CFA Institute. Mr. Warman is a self-employed consultant (since 1998),
assisting companies with their preparation of financial statements for review
and audit by independent accounting firms and with ongoing accounting compliance
matters. From December 2006 - present, he is serving as a director of Coastline
Corporate Services, Inc., a Florida company that is quoted on the OTCBB under
the symbol “CCSV.”  From 2000 - 2003, he served as president of
Neutron Enterprises, Inc., a company that currently trades on the OTCBB under
the symbol of “STKG.”





Employment
Agreements





We have
no formal employment agreements with any of our employees.  We
presently pay Mr. Warman under an informal arrangement in which we are paying
Mr. Warman approximately $8,000 per year.





Term
of Office





Our
directors are appointed for a period of one year or until such time as their
replacements have been elected by our stockholders.  The officers of
the Company are appointed by our board of directors and hold office until their
resignation or removal.





Audit
Committee





We do not
have a standing audit committee, an audit committee financial expert, or any
committee or person performing a similar function.  We currently have
limited working capital and no revenues.  Management does not believe
that it would be in our best interests at this time to retain independent
directors to sit on an audit committee.  If we are able to raise
sufficient financing in the future, then we will likely seek out and retain
independent directors and form an audit, compensation committee and other
applicable committees.




13





Board
of Directors





Our only
director is our sole executive officer.  He is not an independent
director.  We do not pay him for attending board
meetings.  He is reimbursed, however, for his expenses, if any, for
attendance at meetings of the Board of Directors.  Our Board of
Directors may designate from among its members an executive committee and one or
more other committees but has not done so to date.  We do not have a
nominating committee or a nominating committee charter.  Further, we
do not have a policy with regard to the consideration of any director candidates
recommended by security holders.  To date this has not been a problem,
as no security holders have made any such recommendations.  Our sole
director performs all functions that would otherwise be performed by
committees.  Given the present size of our board, it is not practical
for us to have committees.  If we are able to grow our business and
increase our operations, we intend to expand the size of our board and allocate
responsibilities accordingly.





Compliance
with Section 16(a) of the Exchange Act





Our
common stock is not registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).  Accordingly, our
officers, directors, and principal stockholders are not subject to the
beneficial ownership reporting requirements of Section 16(a) of the Exchange
Act.





Code
of Ethics





In 2006
we adopted a Code of Ethics that applies to all of our employees.  A
copy of our Code of Ethics will be provided to any person requesting same
without charge.  To request a copy of our Code of Ethics, please make
written request to our President c/o Touchstone Mining Limited at 11923 SW 37
Terrace, Miami, FL 33175.




14





ITEM
11.        EXECUTIVE
COMPENSATION





The
following table sets forth information concerning the total compensation paid or
accrued by us during the two fiscal years ended September 30, 2008 and 2007 to
(i) all individuals that served as our principal executive officer or acted in a
similar capacity for us at any time during the fiscal year ended September 30,
2008; (ii) all individuals that served as our principal financial officer or
acted in a similar capacity for us at any time during the fiscal year ended
September 30, 2008; and (iii) all individuals that served as executive officers
of ours at any time during the fiscal year ended September 30, 2008 that
received annual compensation during the fiscal year ended September 30, 2008 in
excess of $100,000.





Summary
Compensation Table





Name
      and Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
      Awards
              ($)
            
            Option
      Awards
              ($)
            
            Non-
              Equity
      Incentive
              Plan
      Compen-sation
              ($)
            
            Change
      in Pension Value
              and
              Non-
              qualified
              Deferred
              Compen-sation
              Earnings
              ($)
            
            All
              Other
              Compen-sation
              ($)
            
            Total
              ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)Douglas
      Scheving,(1)Chief
      Executive Officer
            
            2008
              2007
            
            7,000
              2,000
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            7,000
              2,000Nanuk
      Warman,(2)
              Chief
      Executive Officer
            
            2008
              2007
            
            2,000
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            2,000
              0Jack
      N. BesMargian,(3)
              Chief
      Financial Officer
            
            2008
              2007
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0





(1)
            Douglas
      Scheving served as our President, Chief Executive Officer, and as a
      Director from September 12, 2005 until June 9, 2008, and served as our
      Chief Financial Officer, Secretary, and Treasurer from October 18, 2007 to
      June 9, 2008.





(2)
            Nanuk
      Warman has served as our sole executive officer and as a Director from
      June 9, 2008 through the present.





(3)
            Jack
      N. BesMargian served as our Chief Financial Officer, Secretary, Treasurer,
      and as a Director from September 12, 2005 to October 18,
    2007.





We have
not issued any stock options or maintained any stock option or other incentive
plans since our inception. We have no plans in place and have never maintained
any plans that provide for the payment of retirement benefits or benefits that
will be paid primarily following retirement including, but not limited to, tax
qualified deferred benefit plans, supplemental executive retirement plans,
tax-qualified deferred contribution plans and nonqualified deferred contribution
plans. Similarly, we have no contracts, agreements, plans or arrangements,
whether written or unwritten, that provide for payments to the named executive
officers or any other persons following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of us or a change in a named executive officer’s responsibilities
following a change in control.





Compensation
of Directors





None of
our directors receive any compensation for serving as such, for serving on
committees of the board of directors or for special assignments. During the
fiscal year ended September 30, 2008 there were no other arrangements between us
and our directors that resulted in our making payments to any of our directors
for any services provided to us by them as directors.




15





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT
      AND RELATED STOCKHOLDER MATTERS





The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of December 23, 2008 by:





·
            each
      person or entity known by us to be the beneficial owner of more than 5% of
      our common stock;





·
            each
      of our directors;





·
            each
      of our executive officers; and





·
            all
      of our directors and executive officers as a
  group.





The
percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our common stock outstanding
on such date and all shares of our common stock issuable to such holder in the
event of exercise of outstanding options, warrants, rights or conversion
privileges owned by such person at said date which are exercisable within 60
days of December 23, 2008.  Except as otherwise indicated, the persons
listed below have sole voting and investment power with respect to all shares of
our common stock owned by them, except to the extent such power may be shared
with a spouse.





Name
      and Address of Beneficial Owner
            
            Title
      of Class
            
            Amount
      and Nature
              of
      Beneficial
              Ownership(1)
            
            Percentage
      of
              Class(2)Nanuk
      Warman (3)
            
            Common
      Stock, par value $0.00001 per share
            
            3,300,000
      Shares (Direct)
            
            52.9%All
      officers and directors as a group (1 person)
            
            Common
      Stock, par value $0.00001 per share
            
            3,300,000
      Shares (Direct)
            
            52.9%


(1)
            As
      used herein, the term beneficial ownership with respect to a security is
      defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
      consisting of sole or shared voting power (including the power to vote or
      direct the vote) and/or sole or shared investment power (including the
      power to dispose or direct the disposition of) with respect to the
      security through any contract, arrangement, understanding, relationship or
      otherwise, including a right to acquire such power(s) during the next 60
      days.  Unless otherwise noted, beneficial ownership consists of
      sole ownership, voting and investment
rights.





(2)
            There
      were 6,238,889 shares of common stock issued and outstanding on December
      23, 2008.





(3)
            The
      address for Mr. Warman is 11923 SW 37 Terrace, Miami, Florida
      33175.




16




Securities
Authorized for Issuance Under Equity Compensation Plans





We have
not adopted any equity compensation plans since our inception.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE




In
September 2007, we issued 3,000,000 shares of our restricted common stock to
Douglas Scheving in settlement of $34,502 then owed to him by us.





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Audit
Fees.





The
aggregate fees billed to us by our principal accountant for services rendered
during the fiscal years ended September 30, 2008 and 2007 are set forth in the
table below:





Fee
      Category
            
            Fiscal
      year ended
              September 30,
      2008
            
            
            Fiscal
      year ended
              September 30,
      2007Audit
      fees (1)
            
            $
            10,200
            
            
            $
            2,965Audit-related
      fees (2)
            
            
            0
            
            
            
            0Tax
      fees (3)
            
            
            300
            
            
            
            1,211All
      other fees (4)
            
            
            0
            
            
            
            0Total
      fees
            
            $
            10,500
            
            
            $
            4,176





(1) Audit
fees consist of fees incurred for professional services rendered for the audit
of our financial statements, for reviews of our interim financial
statements included in our quarterly reports on Form 10-Q and for services that
are normally provided in connection with statutory or regulatory filings or
engagements.





(2)
Audit-related fees consist of fees billed for professional services that are
reasonably related to the performance of the audit or review of our financial
statements, but are not reported under “Audit fees.”





(3) Tax
fees consist of fees billed for professional services relating to tax
compliance, tax planning, and tax advice.





(4) All
other fees consist of fees billed for all other services.




Audit Committee’s
Pre-Approval Practice.





We do not
have an audit committee.  Our board of directors performs the function
of an audit committee.  Section 10A(i) of the Securities Exchange Act
of 1934, as amended, prohibits our auditors from performing audit services for
us as well as any services not considered to be audit services unless such
services are pre-approved by our audit committee or, in cases where no such
committee exists, by our board of directors (in lieu of an audit committee) or
unless the services meet certain de minimis standards.




17




PART
IV





ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES





Financial
      Statements
              PageReport
      of Independent Registered Public Accounting Firm
              F-2Balance
      Sheets as of September 30, 2008 and 2007
              F-3Statements
      of Operations for the years ended September 30, 2008 and 2007 and for the
      period from September 12, 2005 (Inception) to September 30,
      2008
              F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from September
      12, 2005 (Inception) to September 30, 2008
              F-5Statements
      of Cash Flows for the years ended September 30, 2008 and 2007 and for the
      period from September 12, 2005 (Inception) to September 30,
      2008
              F-6Notes
      to Financial Statements
              F-7
      – F-14




Financial
Statement Schedules





All
financial statement schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.




Exhibits





The
following exhibits are included as part of this report:





Exhibit
      No.
            
            SEC
      Report
              Reference
      No.
            
            Description3.1
            
            3.1
            
            Articles
      of Incorporation of Registrant (1)3.2
            
            3.2
            
            By-Laws
      of Registrant (1)10.1
            
            10.1
            
            Stock
      Purchase Agreement dated September 26, 2007 between Registrant and Douglas
      Scheving (2)14.1
            
            14.1
            
            Code
      of Ethics (3)21
            
            *
            
            List
      of Subsidiaries31.1
      / 31.2
            
            *
            
            Rule
      13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial
      Officer32.1
      / 32.2
            
            *
            
            Rule
      1350 Certification of Chief Executive and Financial
  Officer





(1)
            Filed
      with the Securities and Exchange Commission on December 27, 2005 as an
      exhibit, numbered as indicated above, to the Registrant’s registration
      statement on the Registrant’s Registration Statement on Form SB-2 (file
      no. 333-130696), which exhibit is incorporated herein by
      reference.





(2)
            Filed
      with the Securities and Exchange Commission on October 1, 2007 as an
      exhibit, numbered as indicated above, to the Registrant’s Current Report
      on Form 8-K, which exhibit is incorporated herein by
      reference.





(3)
            Filed
      with the Securities and Exchange Commission on December 22, 2006 as an
      exhibit, numbered as indicated above, to the Registrant’s Annual Report on
      Form 10-KSB for the year ended September 30, 2006, which exhibit is
      incorporated herein by reference.





* Filed
herewith.




18




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.




TOUCHSTONE MINING
      LIMITEDDated:  December 29,
      2008
              By:
              /s/ Nanuk WarmanNanuk
      Warman, President andChief
      Executive Officer




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on this 29th day of
December, 2008.








/s/Nanuk WarmanNanuk
      Warman, President, Chief Executive Officer,
              Chief
      Financial Officer and Director




19


PART
IV – FINANCIAL INFORMATION




ITEM
15. FINANCIAL STATEMENTS




PageReport
      of Independent Registered Public Accounting Firm
              F-2Balance
      Sheets as of September 30, 2008 and 2007
              F-3Statements
      of Operations for the years ended September 30, 2008 and 2007 and for the
      period from September 12, 2005 (Inception) to September 30,
      2008
              F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from September
      12, 2005 (Inception) to September 30, 2008
              F-5Statements
      of Cash Flows for the years ended September 30, 2008 and 2007 and for the
      period from September 12, 2005 (Inception) to September 30,
      2008
              F-6Notes
      to Financial Statements
              F-7
      – F-14











Douglas
      W. Child, CPA
              Marty
      D. Van Wagoner, CPA
              J.
      Russ Bradshaw, CPA
              William
      R. Denney, CPA
              Roger
      B. Kennard, CPA
              Russell
      E. Anderson, CPA
              Scott
      L. Farnes
              
              
              
              
              
              
              
              1284
      W. Flint Meadow Dr. #D
              Kaysville,
      Utah 84037
              Telephone
      801.927.1377
              Facsimile
      801.927.1344
              
              5296
      S. Commerce Dr. #300
              Salt
      Lake City, Utah 84107
              Telephone
      801.281.4700
              Facsimile
      801.281.4701
              
              Suite
      B, 4F
              North
      Cape Commercial Bldg.
              388
      King’s Road
              North
      Point, Hong Kong
              
              www.cpaone.net
            
            REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
              To
      The Board of Directors and Stockholders of
              Touchstone
      Mining Limited
              Miami,
      Florida
              
              We
      have audited the accompanying balance sheets of Touchstone Mining Limited
      (a development stage company) (the “Company”) as of September 30, 2008 and
      2007, and the related statements of operations, stockholders' equity
      (deficit), and cash flows for the years then ended and for the period of
      September 12, 2005 (inception) through September 30, 2008. 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.The
      financial statements for the period of September 12, 2005 (inception)
      through September 30, 2006 were audited by other auditors, whose report
      dated December 15, 2006, expressed an unqualified opinion on those
      statements and included an explanatory paragraph expressing concern about
      the Company’s ability to continue as a going concern. The financial
      statements as of September 30, 2006 reflect an accumulated deficit of
      $63,683. Our opinion on the statements of operations, stockholders’ equity
      (deficit) and cash flows for the period of September 12, 2005 (inception)
      through September 30, 2008 insofar as it relates to amounts for prior
      periods through September 30, 2006 is based solely on the report of other
      auditors.
              
              We
      conducted our audits in accordance with the standards of the Public
      Company Accounting Oversight Board (United States of America). Those
      standards require that we plan and perform the audits 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, based on our audit and the report of other auditors, the
      financial statements referred to above present fairly, in all material
      respects, the financial position of the Company as of September 30, 2008
      and 2007, and the results of its operations, and cash flows for the years
      then ended, in conformity with accounting principles generally accepted in
      the United States of America.
              
              The
      accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern. As discussed in Note 6 to the
      financial statements, the Company has not generated revenues from
      operations and has incurred significant net losses since inception. This
      raises substantial doubt about the Company's ability to meet its
      obligations and to continue as a going concern. Management's plans in
      regard to this matter are described in Note 6. The financial statements do
      not include any adjustments that might result from the outcome of this
      uncertainty.
              
              /s/
      Child, Van Wagoner & Bradshaw, PLLC
              Child,
      Van Wagoner & Bradshaw, PLLC
              Salt
      Lake City, UT
              December
      23, 2008




F-2




Touchstone
Mining Limited


(A
Development Stage Company)





Balance
Sheets





As
      of September 30,2008
            
            
            2007ASSETSCurrentCash
      and cash equivalents
            
            $
            7,591
            
            
            $
            42Total
      current assets
            
            
            7,591
            
            
            
            42Non-CurrentMineral
      Property Reclamation Bond (Note
5)
            
            
            4,330
            
            
            
            4,330TOTAL
      ASSETS
            
            $
            11,921
            
            
            $
            4,372LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)CurrentAccounts
      payable and accrued liabilities
            
            $
            40,920
            
            
            $
            1,225TOTAL
      LIABILITIES
            
            
            40,920
            
            
            
            1,225STOCKHOLDERS’
      EQUITY (DEFICIT)Capital
      Stock (Note
      3)Authorized:100,000,000
      common shares, $0.00001 par valueIssued
      and outstanding shares:6,238,889
      (6,100,000 – September 30, 2007) common shares
            
            
            62
            
            
            
            61Capital
      in excess of par value
            
            
            146,440
            
            
            
            96,441Deficit
      accumulated during the development stage
            
            
            (175,501
            )
            
            
            (93,355
            )Total
      stockholders’ equity (deficit)
            
            
            (28,999
            )
            
            
            3,147TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
            
            $
            11,921
            
            
            $
            4,372




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




F-3




Touchstone
Mining Limited


(A
Development Stage Company)





Statements
of Operations





Cumulativefrom
      Inception(September
      12, 2005)Year
      Ended September 30,
            
            
            to
      September 30,2008
            
            
            2007
            
            
            2008Income
            
            $
            -
            
            
            $
            -
            
            
            $
            -ExpensesMineral
      property costs
            
            
            5,032
            
            
            
            18,619
            
            
            
            33,821Professional
      fees
            
            
            66,615
            
            
            
            8,916
            
            
            
            128,583Office
      and administrative
            
            
            10,499
            
            
            
            1,667
            
            
            
            12,627Total
      Operating Expenses
            
            
            82,146
            
            
            
            29,202
            
            
            
            175,031Other
      Income (Expense)Foreign
      currency transaction loss
            
            
            -
            
            
            
            (470
            )
            
            
            (470
            )Total
      Other Income (Expense)
            
            
            -
            
            
            
            (470
            )
            
            
            (470
            )Net
      Loss Applicable to Common Shares
            
            $
            (82,146
            )
            
            $
            (29,672
            )
            
            $
            (175,501
            )Basic
      and Diluted Loss per Common Share
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
      Average Number ofCommon
      Shares Outstanding
            
            
            6,190,183
            
            
            
            3,132,967




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




F-4





Touchstone
Mining Limited


(A
Development Stage Company)





Statements
of Changes in Stockholders’ Equity (Deficit)


For
the Period of Inception (September 12, 2005) to September 30, 2008




Common
      Shares
            
            
            Capital
      in Excess of
            
            
            Deficit
      Accumulated During the DevelopmentShares
            
            Amount
            
            
            Par
      Value
            
            
            Stage
            
            
            TotalInception
      – September 12, 2005
            
            
            –
            
            
            $
            –
            
            
            $
            –
            
            
            $
            –
            
            
            $
            –Common
      shares issued for cash at $0.02 pershare,
      September 12, 2005
            
            
            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 cash at $0.02 pershare,
      June 22, 2006
            
            
            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
            )Common
      shares issued for $34,502 in debt,September
      26, 2007
            
            
            3,000,000
            
            
            
            30
            
            
            
            34,472
            
            
            
            –
            
            
            
            34,502Loss
      for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (29,672
            )
            
            
            (29,672
            )Balance
      – September 30, 2007
            
            
            6,100,000
            
            
            
            61
            
            
            
            96,441
            
            
            
            (93,355
            )
            
            
            3,147Common
      shares issued for cash at $0.36 pershare,
      February 6, 2008
            
            
            138,889
            
            
            
            1
            
            
            
            49,999
            
            
            
            -
            
            
            
            50,000Loss
      for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (82,146
            )
            
            
            (82,146
            )Balance
      – September 30, 2008
            
            
            6,238,889
            
            
            $
            62
            
            
            $
            146,440
            
            
            $
            (175,501
            )
            
            $
            (28,999
            )




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





F-5





Touchstone
Mining Limited


(A
Development Stage Company)





Statements
of Cash Flows








CumulativeFrom
      Inception(September
      12, 2005)Year
      Ended September 30,
            
            
            to
      September 30,2008
            
            
            2007
            
            
            2008Cash
      Flow from Operating Activities:Loss
      for the period
            
            $
            (82,146
            )
            
            $
            (29,672
            )
            
            $
            (175,501
            )Adjustments
      to reconcile net loss tonet
      cash used in operations:Changes
      in operating assets and liabilities:Increase
      (decrease) in accounts payable and accrued liabilities
            
            
            39,695
            
            
            
            (3,875
            )
            
            
            40,920Net
      cash used in operating activities
            
            
            (42,451
            )
            
            
            (33,547
            )
            
            
            (134,581
            )Cash
      Flow from Investing Activities:Mineral
      property reclamation bond
            
            
            -
            
            
            
            -
            
            
            
            (4,330
            )Net
      cash used in investing activities
            
            
            -
            
            
            
            -
            
            
            
            (4,330
            )Cash
      Flow from Financing Activities:Proceeds
      from notes payable – related party
            
            
            -
            
            
            
            5,469
            
            
            
            34,502Issuance
      of common stock
            
            
            50,000
            
            
            
            -
            
            
            
            112,000Net
      cash provided by financing activities
            
            
            50,000
            
            
            
            5,469
            
            
            
            146,502Net
      Increase (Decrease) in Cash and Cash Equivalents
            
            
            7,549
            
            
            
            (28,078
            )
            
            
            7,591Cash
      and Cash Equivalents – Beginning of Period
            
            
            42
            
            
            
            28,120
            
            
            
            -Cash
      and Cash Equivalents – End of Period
            
            $
            7,591
            
            
            $
            42
            
            
            $
            7,591Supplemental
      Cash Flow Disclosure:Cash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non-Cash
      Financing and Investing Activities:Debt
      converted to common stock
            
            $
            -
            
            
            $
            34,502
            
            
            $
            34,502




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




F-6


Touchstone
Mining Limited
 (A
Development Stage Company)
 
 Notes
to Financial Statements
 September
30, 2008 and 2007





1.
            Organization




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




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




Development
Stage Company




The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises.”




2.
            Significant
      Accounting Policies




Use
of Estimates




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




Cash
and Cash Equivalents




Cash and
cash equivalents include cash in banks, money market funds, and certificates of
term deposits with maturities of less than three months, which are readily
convertible to known amounts of cash and which, in the opinion of management,
are subject to an insignificant risk of loss in value. The Company had $7,591
and $42 in cash and cash equivalents at September 30, 2008 and 2007,
respectively.




F-7
 
  Touchstone
Mining Limited
 (A
Development Stage Company)
 
 Notes
to Financial Statements
 September
30, 2008 and 2007


2.
            Significant
      Accounting Policies(continued)




Mineral
Acquisition and Exploration Costs




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




Start-Up
Costs




In
accordance with the American Institute of Certified Public Accountant’s
Statement of Position 98-5, “Reporting on the Costs of Start-up
Activities,” the Company expenses all costs incurred in connection with
the start-up and organization of the Company.




Net
Income or (Loss) Per Share of Common Stock




The
Company has adopted Financial Accounting Standards Board (“FASB”) Statement
Number 128, “Earnings per
Share,” (“EPS”) which requires presentation of basic and diluted EPS on
the face of the statements of operations for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation.  In the accompanying financial statements, basic earnings
(loss) per share is computed by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the period.The Company has no
potentially dilutive securities, such as options or warrants, currently issued
and outstanding.




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




Year
      Ended September 30,2008
            
            
            2007Net
      loss applicable to common shares
            
            $
            (82,146
            )
            
            $
            (29,672
            )Weighted
      average common sharesOutstanding
      (Basic)
            
            
            6,190,183
            
            
            
            3,132,967Options
            
            
            -
            
            
            
            -Warrants
            
            
            -
            
            
            
            -Weighted
      average common sharesOutstanding
      (Diluted)
            
            
            6,190,183
            
            
            
            3,132,967Net
      loss per share (Basic and Diluted)
            
            $
            (0.01
            )
            
            $
            (0.01
            )




F-8


Touchstone
Mining Limited
 (A
Development Stage Company)
 
 Notes
to Financial Statements
 September
30, 2008 and 2007


2.
            Significant
      Accounting Policies(continued)




Concentrations
of Credit Risk




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




Foreign Currency
Translations




The
Company’s functional currency since inception has been the Canadian dollar,
while the Company’s reporting currency is the U.S. dollar.  During the
year, the Company moved its headquarters from British Columbia, Canada to Miami,
Florida.  In addition, the Company has recently ceased exploration
work on its Canadian mine and is pursuing other ventures of
interest.  In light of these significant changes in circumstances, the
Company has determined the U.S. dollar to be its functional
currency.  Since the Company has closed its Canadian bank account and
does not have any accumulated foreign currency translation adjustments, it is
anticipated that the change in functional currency will not impact the Company’s
financial reporting.  Any transactions that may be initiated in
Canadian dollars in the future will be 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.  No significant realized exchange gains or losses were
recorded since September 12, 2005 (inception) to September 30,
2008.




Risks
and Uncertainties




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




F-9


Touchstone
Mining Limited
 (A
Development Stage Company)
 
 Notes
to Financial Statements
 September
30, 2008 and 2007


2.
            Significant
      Accounting Policies(continued)




Environmental
Expenditures




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




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




Recent
Accounting Pronouncements




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60.”
Diversity exists in practice in accounting for financial guarantee insurance
contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises.” That diversity results in inconsistencies in the
recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under SFAS No. 5,“Accounting for
Contingencies.” This Statement requires that an insurance enterprise
recognize a claim liability prior to an event of default (insured event) when
there is evidence that credit deterioration has occurred in an insured financial
obligation. This Statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities. Those clarifications
will increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires expanded
disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information
provided to users of financial statements. This Statement is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years.




F-10





Touchstone
Mining Limited
 (A
Development Stage Company)
 
 Notes
to Financial Statements
 September
30, 2008 and 2007


2.
            Significant
      Accounting Policies (continued)




Recent
Accounting Pronouncements (continued)





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”





In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133.” The use and complexity of derivative instruments and hedging
activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in SFAS No. 133, “Accounting
for Derivative Instruments and Hedging Activities,” do not provide
adequate information about how derivative and hedging activities affect an
entity’s financial position, financial performance, and cash flows. Accordingly,
this Statement requires enhanced disclosures about an entity’s derivative and
hedging activities and thereby improves the transparency of financial reporting.
This Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.” This
Statement amends ARB No. 51 to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards of the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent.  SFAS No. 160 is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends).





In
December 2007, the FASB issued a revision to SFAS No. 141 (revised 2007), “Business Combinations.”The
objective of this Statement is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial reports about a business combination and its effects.
This Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.




F-11


Touchstone
Mining Limited
 (A
Development Stage Company)
 
 Notes
to Financial Statements
 September
30, 2008 and 2007
  2.
              Significant
      Accounting Policies
(continued)




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Optionfor Financial Assets and Financial
Liabilities—Including an amendment of FASB Statement No.
115.”This Statement permits entities to choose to measure
many financial instruments and certain other items at fair value. The objective
is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments.  SFAS No. 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007.




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This Statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. Accordingly, this Statement does
not require any new fair value measurements. However, for some entities, the
application of this Statement will change current practice.  SFAS No.
157 is effective in the first fiscal year that begins after October 1, 2009 for
the Company.




None of
the above new pronouncements has current application to the Company, but will be
implemented in the Company’s future financial reporting when
applicable.




3.
              Stockholders’
      Equity




Authorized
Stock




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




Share
Issuances




Since
inception (September 12, 2005), the Company has issued 3,100,000 common shares
at $0.02 per share for $62,000 in cash, and 138,889 common shares at $0.36 per
share for $50,000 in cash, for total proceeds of $112,000.  The
Company also issued 3,000,000 common shares at $.01 per share in satisfaction of
debt of $34,502.  There were 6,238,889 common shares issued and
outstanding at September 30, 2008.




F-12


Touchstone
Mining Limited
 (A
Development Stage Company)
 
 Notes
to Financial Statements
 September
30, 2008 and 2007


4.
            Provision
      for Income Taxes




The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under SFAS No. 109 to give effect to the resulting temporary
differences which may arise from differences in the bases of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years. Minimal development stage deferred tax
assets arising as a result of net operating loss carryforwards have been offset
completely by a valuation allowance due to the uncertainty of their utilization
in future periods. Operating loss carryforwards generated during the period from
September 12, 2005 (date of inception) through September 30, 2008 of $175,501
will begin to expire in 2025. Accordingly, deferred tax assets of approximately
$61,400 were offset by the valuation allowance that increased by approximately
$28,800 and $10,400 during the year ended September 30, 2008 and 2007,
respectively.




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 Humboldt County, Nevada, USA.




Upon
execution of the agreement, MES transferred 100% interest in the mineral claims
to the Company for $50,000 to be paid, at the Company’s option, as
follows:




Cash
      PaymentsUpon
      signing of the agreement and transfer of title (paid)
            
            $
            3,500On
      or before November 23, 2006 (paid)
            
            
            3,500On
      or before November 23, 2007
            
            
            8,000On
      or before November 23, 2008
            
            
            10,000On
      or before November 23, 2009
            
            
            10,000On
      or before November 23, 2010
            
            
            15,000$
            50,000





In August
2007, the Company reached an agreement with MES, whereby MES relinquished its
rights to the Property.  During the year ended September 30, 2008, the
Company proceeded to stake the claims in its own name.  The Company is
no longer obligated to make the payments outlined above for 2007 through 2010,
and is only responsible for maintaining the mineral claims in good standing by
paying all the necessary rents, taxes, and filing fees associated with the
Property.  As of September 30, 2008, the Company met these
obligations.




Although
the Company has not disposed of its interest in the Property, it has
discontinued exploration and is currently evaluating its options and is seeking
other ventures of interest.




F-13


Touchstone
Mining Limited
 (A
Development Stage Company)
 
 Notes
to Financial Statements
 September
30, 2008 and 2007




5.
            Mineral
      Property Costs (continued)




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
non-current asset. Minimal
costs incurred to restore the property are difficult to estimate and would
likely be covered by the bond. Accordingly no accrual for such costs has been
made.




6.
            Going
      Concern and Liquidity
Considerations




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business.  As at September 30, 2008, the Company had a working capital
deficit of $33,329 and an accumulated deficit of $175,501.  The
Company intends to fund operations through equity financing arrangements, which
may be insufficient to fund its capital expenditures, working capital and other
cash requirements for the next twelve months.





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





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




F-14