**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB**




(Mark
      One)




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




For
      the
      fiscal year ended: **September 30, 2007**




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




For
      the
      transition period from __________ to __________





**TOUCHSTONE
      MINING LIMITED**


(Exact
      name of small business issuer as specified in its charter)





Nevada
            333-130696
            98-0468420(State
                or other jurisdiction
            (Commission
                file number)
            (IRS
                Employerof
                  incorporation or organization)
            
            Identification
                No.)





808
      Nelson Street, Suite 2103


Vancouver,
      British Columbia V6Z 2H2 Canada


(Address
      of principal executive offices, including Zip Code)





Issuer’s
      telephone number: (604)
      684-7619





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




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




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the issuer was required to file such reports), and (2) has been subject
      to
      such filing requirements for the past 90 days. Yes x  No o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of issuer’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. x




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




State
      issuer’s revenues for its most recent fiscal year. **None.**




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. **As
      of December 3, 2007, there were 2,500,000 issued and outstanding shares of
      our
      common stock, par value $0.00001 per share, held by non-affiliates. The
      aggregate value of the securities held by non-affiliates on December 3, 2007
      was
      $0 as our common stock does not presently trade.**




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **As
      of December 3, 2007, there were 6,100,000 shares of our common stock, $0.00001
      par value, issued and outstanding.**




Documents
      Incorporated by Reference. **Not
      applicable.**




Transitional
      Small Business Disclosure Format (check one): Yes o No x





**CAUTIONARY
      STATEMENTS REGA** **RDING
      FORWARD-LOOKING INFORMATION**




*Except
      for historical information, this report contains forward-looking statements
      within the meaning of 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 “expect,” “anticipate,” “intend,”
“believe” 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 “Plan of Operation” and “Business”. 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
      taking place after the date of this document.*




**PART
      I**




**ITEM
      1.  **DESCRIPTION
      OF BUSINESS****




**Business
      Development**





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





**Business
      of Issuer**





**Exploration
      Stage Company**




We
      are an
      exploration stage corporation that engages primarily in the acquisition,
      exploration and development of mineral deposits and reserves. We have the right
      to conduct exploration work on ten mineral mining claims on the Boulder Group
      property in Humboldt County, Nevada. Prior to this, our activities have been
      limited to formation and the raising of capital.




We
      have
      not realized any revenue from our business operations, have achieved losses
      since inception, and have relied upon the sale of our securities and loans
      from
      our officers and directors to fund operations.




Our
      auditors have issued a going concern opinion. This means that our auditors
      believe there is substantial doubt that we can continue as an on-going business
      for the next 12 months.




Our
      management is presently searching for ventures of merit for corporate
      participation to enhance shareholder value. These ventures may involve sales
      of
      our debt or equity securities in merger or acquisition
      transactions.




2




Our
      principal offices are located at 808 Nelson Street, Suite 2103, Vancouver,
      British Columbia, Canada, V6Z 2H2, and our telephone number is (604) 684-7619.
      Douglas Scheving, our sole officer and director, supplies this office space
      on a
      rent free basis.




**Boulder
      Group Property**




On
      November 23, 2005, we entered into the Mineral Claim Purchase Agreement with
      Mineral Exploration Services, Ltd. (“MES”) pursuant to which we acquired an
      option to acquire certain unpatented mineral mining claims. The property
      comprises of 10 lode mining claims on 200 acres located in Humboldt County,
      Nevada. Under the terms of the agreement, we agreed to pay MES an aggregate
      sum
      of $50,000 as follows: (i) $3,500 upon signing, (ii) $3,500 one year from signing,
      which was paid September 25, 2006, (iii) $8,000 two years from signing, (iv)
      $10,000 three years after signing, (v) $10,000 four years after signing, and
      (v)
      a final payment of $15,000 five years after signing.




In
      addition to the payments to MES, we agreed to make exploration expenditures
      in
      the amount of $50,000 on the property over a 5-year period and to pay to MES
      a
      3% royalty on all mineral commodities sold from the claims. This royalty can
      be
      reduced to 1.5% at any time through the payment of $1,000,000 to
      MES.




The
      fee
      simple title to the property is owned by the United States of America, and
      the
      property is subject to the rules and regulations of the Bureau of Land
      Management (“BLM”). MES staked the land and obtained a lease from the BLM.
      Pursuant to the agreement, MES leased these claims and the rights that go with
      them to us. The lease grants us the right to enter on the property with our
      employees, representatives and agents, and to prospect, explore, test, develop,
      work and mine the property. We became responsible for payment of any taxes
      and
      maintenance fees due to the BLM for 2006 and every year thereafter.




We
      retained William Utterback, a consulting geologist, of Gold Property Services
      in
      Winnemucca, Nevada to do a work program based upon the recommendations in his
      report, “Gold Exploration Proposal for the Boulder Claim Group, Humboldt County,
      Nevada,” dated October 26, 2005. Mr. Utterback recommended a program of
      geological mapping and trenching. The exposed material in the trenches was
      to be
      metal detected with a Minelab GP Extreme Metal detector. The estimated cost
      of
      the program, consisting of supervision, trenching, grid mapping, metal
      detecting, sample analysis, assays, labor and supplies, was $18,619, which
      amount was paid to Mr. Utterback on October 12, 2006.




The
      trenching program started on October 17, 2006 and was terminated October 27,
      2006 after which reclamation of the trenches was initiated.




No
      commercial quantities of gold were found during the exploration program. Fifteen
      samples were taken and submitted to ALS Chemex of Sparks, Nevada for assay.
      The
      samples contained only trace amounts of gold and would not be economical for
      even the largest low cost heap leach operation.




3




We
      have
      ceased exploration work on the property. All of the trenches have been filled
      in
      and the surface disturbance has been restored to its original
      contours.




On
      August
      16, 2007, we notified MES of our intention to return the property via a quit
      claim due to the poor results from the exploration program. MES informed us
      that
      it no longer wanted to retain the claims on the property and subsequently
      allowed its claims on the property to lapse. Our agreement with MES was
      terminated as of September 16, 2007.




In
      October 2007, we re-staked the claims in the Boulder Group Property and paid
      the
      necessary fees to the BLM. 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 plan for the property at this
      time, and all our exploration operations have been discontinued.




**Claims**




The
      Boulder Group property consists of 10 lode claims. The claims have been legally
      located and filed with the Humboldt County Recorder in Winnemucca, Nevada.
      For
      2007, annual fees to the BLM are $125 per claim for a total of $1,250 and annual
      county taxes (including the notary charge) total $89.




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




**Claim
                No**
            
            **Location**
            
            **Date
                of Recording**NMC-966226
            
            Section
                14, T. 35N., R. 34 E
            
            Oct.
                17, 2007NMC-966227
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007NMC-966228
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007NMC-966229
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007NMC-966230
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007NMC-966231
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007NMC-966232
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007NMC-966233
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007NMC-966234
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007NMC-966235
            
            Section
                14, T. 35N., R. 34E
            
            Oct.
                17, 2007




**Location
      and Access**




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




4




**History**




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




**Geology**




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




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




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




**Other**




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




**Competitive
      Factors**




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




5




**Regulations**




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




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




**Rental
      Fee Requirement**




The
      federal government’s Continuing Act of 2002 extends the requirement of rental or
      maintenance fees in place of assessment work for filing and holding mining
      claims with the BLM. All claimants must pay a yearly maintenance fee of $125
      per
      claim for all or part of the mining claim assessment year. The fee must be
      paid
      at the State Office of the Bureau of Land Management by August 31 of each year.
      We have paid this fee through 2008. The assessment year ends on noon of
      September 1 of each year. The initial maintenance fee is paid at the time the
      Notice of Location is filed with the BLM and covers the remainder of the
      assessment year in which the claim was located. There are no exemptions from
      the
      initial fee. Some claim holders may qualify for a Small Miner Exemption waiver
      of the maintenance fee for assessment years after the year in which the claim
      was located. We do not qualify for a Small Miner Exemption. The following sets
      forth the BLM fee schedule:




**Fee
      Schedule* (per claim)**




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




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




The
      BLM
      regulations provide for three types of operations on public lands: (i) Casual
      Use level, (ii) Notice level and (iii) Plan of Operation level.




6




1.
            Casual
                Use means activities ordinarily resulting in no or negligible disturbance
                of the public lands or resources. Casual Use operations involve simple
                prospecting with hand tools such as picks, shovels and metal detectors.
                Small-scale mining devices such as dry washers having engines with
                less
                than 10 brake- horsepower are allowed, provided they are fed using
                only
                hand tools. Casual Use level operations are not required to file
                an
                application to conduct activities or post a financial
                guarantee.




2.
            Notice
                level operations include only exploration activities in which five
                or less
                acres of disturbance are proposed. Presently, all Notice Level operations
                require a written notice and must be bonded for all activities other
                than
                reclamation.




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




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




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




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




**Mining
      Claims on State Land**




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




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




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




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




7




We
      submitted a plan of operations to the BLM and estimated that the maximum cost
      of
      reclamation of the claims held by us would be $4,330. The BLM required that
      this
      amount be posted as a bond before work could begin on the property. A cash
      bond
      was paid to the BLM on August 29, 2006. This bond is refundable after the
      reclamation work has been inspected and approved by the BLM. The BLM will
      inspect the property two years after the work is completed to determine if
      the
      reclamation work was successful and if they approve of the reclamation they
      will
      refund the bond to us.




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




**Patents,
      Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor
      Contracts**




We
      presently utilize no patents, licenses, franchises, concessions, royalty
      agreements or labor contracts in connection with our business.




**Employees
      and Employment Agreements**




At
      present, we have no full-time employees. Our sole officer and director, Douglas
      Scheving, is a part-time employee and will devote about 10% of his time or
      four
      hours per work week to our operation. Mr. Scheving does not have an employment
      agreement with us. We presently do not have pension, health, annuity, insurance,
      stock options, profit sharing or similar benefit plans.




**Risks
      associated with Touchstone Mining Limited**




***1***   ***Our
      plan of operation is limited to finding an ore body. As such we have no plans
      for revenue generation. Accordingly, you should not expect any revenues from
      operations.***




Our
      plan
      of operation is for exploration of the property to determine if there is an
      ore
      body beneath the surface. Exploration does not contemplate removal of the ore.
      We have no plans or funds for ore removal. Accordingly, we will not generate
      any
      revenues from our current plan of operation.




***2.***   ***Because
      the probability of an individual prospect ever having reserves is extremely
      remote any funds spent on exploration will probably be
      lost.***




8


The
      probability of an individual prospect ever having reserves is extremely remote.
      In all probability the property does not contain any reserves. As such, any
      funds spent on exploration will probably be lost.




***3.***   ***We
      lack an operating history and have losses which we expect to continue into
      the
      future. As a result, we may have to suspend or cease
      operations.***




We
      were
      incorporated on September 12, 2005 and we have not started our proposed business
      operations or realized any revenues. We have no operating history upon which
      an
      evaluation of our future success or failure can be made. Our net loss since
      inception is $93,355. To achieve and maintain profitability and positive cash
      flow we are dependent upon:




*our
      ability to locate mineralized material


*  our
      ability to generate revenues


*  our
      ability to reduce exploration costs.




Based
      upon current plans, we expect to incur operating losses in future periods.
      This
      will happen because there are expenses associated with the research and
      exploration of our mineral properties. As a result, we may not generate revenues
      in the future. Failure to generate revenues will cause us to suspend or cease
      operations.




***4.***   ***Because
      our management does not have technical training or experience in exploring
      for,
      starting, and operating an exploration program, we will have to hire qualified
      personnel. If we cannot locate qualified personnel, we may have to suspend
      or
      cease operations.***




Our
      management has no direct training or experience in exploring for, starting,
      and
      operating an exploration program and as a result may not be fully aware of
      many
      of the specific requirements related to working within the industry.
      Management’s decisions and choices may not take into account standard
      engineering or managerial approaches, mineral exploration companies commonly
      use. Consequently our operations, earnings and ultimate financial success could
      suffer irreparable harm due to management’s lack of experience in this industry.
      As a result we may have to suspend or cease operations.




***5.***   ***Because
      we are small and do not have much capital, we may have to limit our exploration
      activity.***




Because
      we are small and do not have much capital, we may not be able to complete an
      exploration program that is as thorough as we would like. In that event, an
      existing ore body may go undiscovered. Without an ore body, we cannot generate
      revenues.




***6.***  ***Because
      Mr. Scheving has other outside business activities, our operations may be
      sporadic which may result in periodic interruptions or suspensions of
      exploration.***




Mr.
      Scheving, our sole officer and director, has other outside business activities
      and he will only be devoting 10% of his time or four hours per work week to
      our
      operations. Hence, our operations may occur at times which are convenient to
      Mr.
      Scheving. As a result, exploration of the property may be periodically
      interrupted or suspended.




9


***7.***   ***If
      our officers and directors resign or die without having found replacements
      our
      operations will be suspended or cease.***




We
      have
      only one officer and director. We are entirely dependent upon him to conduct
      our
      operations. If Mr. Scheving should resign or die there will be no one to run
      the
      company. Further, we do not have key man insurance. If that should occur, until
      we find other persons to run us, our operations will be suspended or cease
      entirely.




***8.***   ***NASD
      sales practice requirements may limit a stockholder’s ability to buy and sell
      our stock.***




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




**REPORTS
      TO SECURITY HOLDERS**




The
      Company is not required to provide annual reports to security
      holders.




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




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




10




**ITEM
      2.  **DESCRIPTION
      OF PROPERTY****




Since
      September 12, 2005, our principal place of business and corporate offices have
      been located at 808 Nelson Street, Suite 2103, Vancouver, B.C., V6Z 2H2, Canada.
      There is no formal lease agreement and no rental fees were charged to us.




We
      do not
      have any investments or interests in any real estate. We do not invest in real
      estate mortgages, nor do we invest in securities of, or interests in, persons
      primarily engaged in real estate activities.




**ITEM
      3.  **LEGAL
      PROCEEDINGS****




We
      are
      not a party to any pending or, to our knowledge, threatened legal proceedings.




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




No
      matter
      was submitted during the fourth quarter of the fiscal year ended September
      30,
      2007, to a vote of security holders, through the solicitation of proxies or
      otherwise.




**PART
      II**




**ITEM
      5.  **MARKET
      FOR COMMON EQUITY**** **AND
        RELATED STOCKHOLDER MATTERS**




**Market
      Information**




Our
      common stock is quoted on the OTC Bulletin Board under the symbol “THSM.OB”.
      However, our common stock has not been traded since our inception. Accordingly,
      there is no present market for our securities. Following the successful
      completion of an acquisition or business combination, if any, we intend to
      file
      an application for the purpose of commencing trading of our stock.




Any
      quotations on the OTC Bulletin Board would reflect inter-dealer prices, without
      retail mark-up, mark-down or commission and may not represent actual
      transactions.




As
      of
      September 30, 2007, there were 46 record holders of our common stock.




**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.




11




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




1.  We
      would
      not be able to pay our debts as they become due in the usual course of business;
      or




2.  Our
      total
      assets would be less than the sum of our total liabilities plus the amount
      that
      would be needed to satisfy the rights of shareholders who have preferential
      rights superior to those receiving the distribution.




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




We
      have
      no authorized equity compensation plans and no outstanding options, warrants
      or
      similar rights.




**Recent
      Sales of Unregistered Securities**




In
      September 2007, we issued 3,000,000 shares of restricted common stock to Douglas
      Scheving, our sole officer and director, in exchange for the forgiveness of
      $34,502 that we owed to him. The shares were issued pursuant to the exemption
      from registration contained in Section 4(2) of the Securities Act of 1933,
      as
      amended (the “Securities Act”).




**ITEM
      6.  **PLAN
      OF OPERATION****




**Results
      of Operations** ****




We
      are an
      exploration stage corporation. We have generated no revenues from our business
      operations since inception and have incurred $93,355 in expenses through
      September 30, 2007.




The
      following table provides selected financial data about our company for the
      fiscal year ended September 30, 2007 and 2006, respectively.




Balance
                Sheet Data
            
            September
                30, 2007
            
            September
                30, 2006Cash
            
            $
            42
            
            $
            28,120Total
                assets
            
            $
            4,372
            
            $
            32,450Total
                liabilities
            
            $
            1,225
            
            $
            34,133Stockholders’
                equity (deficit)
            
            $
            3,147
            
            $
            (1,683
            )





Our
      cash
      in the bank at September 30, 2007 was $42. Net cash provided by financing
      activities since inception through September 30, 2007 was $96,502, raised from
      the sale of our common stock.




Our
      auditors have issued an opinion that there is a substantial doubt that we can
      continue as an on-going business for the next 12 months.




12




**Plan
      of Operation** ****




The
      following plan of operation should be read in conjunction with our financial
      statements and the notes thereto included elsewhere in this report. Statements
      contained herein which are not historical facts are forward-looking statements,
      as that term is defined by the Private Securities Litigation Reform Act of
      1995,
      including statements relating to our plans, objectives, expectations and
      intentions. Although we believe that the expectations reflected in such
      forward-looking statements are reasonable, forward-looking statements are
      subject to risks and uncertainties that could cause actual results to differ
      from those projected. We caution investors that any forward-looking statements
      made by us are not guarantees of future performance and that actual results
      may
      differ materially from those in the forward-looking statements. Such risks
      and
      uncertainties include, without limitation: established competitors who have
      substantially greater financial resources and operating histories, regulatory
      delays or denials, ability to compete as a start-up company in a highly
      competitive market, and access to sources of capital.




We
      were
      incorporated in the State of Nevada on September 12, 2005. We intended to engage
      in the acquisition, exploration and development of mineral deposits and
      reserves, but we have been unsuccessful in this area. The only operations we
      have engaged in are exploration work on the Boulder Group property in Humboldt
      County, Nevada. In August 2007, we determined to discontinue our exploration
      efforts at this property and to look at other ventures of interest. These
      ventures may involve sales of our debt or equity securities in merger,
      acquisition or similar transactions.




In
      its
      report on our September 30, 2007 audited financial statements, our auditors
      expressed an opinion that there is substantial doubt about our ability to
      continue as a going concern. See Note 7. Our financial statements do not include
      any adjustments that may result from the outcome of this uncertainty. We have
      been in the development stage and have had no revenues since inception. For
      the
      period from September 12, 2005 (inception) to September 30, 2007, we recorded
      a
      net loss of $93,355. Our continuation as a going concern is dependent on future
      events, including our ability to raise additional capital and to general
      positive cash flows.




At
      the
      present time, we have minimal operating costs and expenses due to our limited
      business activities. Accordingly, absent changed circumstances, we will not
      be
      required to raise additional 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, other than maintaining the mineral mining claims we acquired in
      October 2007. 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.




If
      we
      cannot generate sufficient revenues to continue operations, we will suspend
      or
      cease operations. By virtue of our inability to generate revenues over the
      preceding year, we will begin to seek out other sources of cash, including
      new
      investors, joint venture and strategic partners or loans from our officers
      or
      directors. If we cease operations, we do not know what we would do subsequently
      and we have no plans to do anything in such event. We have no plans to dissolve
      statutorily at this time, under any circumstances, nor do we have plans to
      enter
      into any merger or acquisition.




13




**Limited
      Operating History; Need for Additional Capital**




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




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




Currently,
      we have no financing plans.




**Liquidity
      and Capital Resources**




As
      of the
      date of this report, we have yet to generate any revenues from our business
      operations.




Since
      inception, our main source for cash has been the sale of our equity securities.
      Upon inception, we issued 600,000 shares of common stock to two directors for
      $12,000. In June 2006, we completed an offering of 2,500,000 shares of common
      stock to 44 persons in consideration of $50,000. The offering was made pursuant
      to the exemption from registration contained in Rule 506 of Regulation D under
      the Securities Act. In September 2007, we issued 3,000,000 shares of common
      stock to our sole officer and director in exchange for forgiveness of $34,502
      owed to him. The shares were issued pursuant to the exemption from registration
      contained in Section 4(2) of the Securities Act. We have exhausted the proceeds
      from these sales of our stock.




We
      used
      most of the proceeds to finance the exploration program on the resource property
      located in Humboldt County, Nevada. See a description of our exploration
      operations in the business section this report. Due to the poor results from
      the
      program, we have discontinued all exploration work on that property. We continue
      to hold a lease on the ten mineral mining claims.




As
      of
      September 30, 2007, our total assets were $4,372 and our total liabilities
      were
      $1,225.




We
      have
      experienced difficulties in obtaining financing for our business; during this
      past quarter, we have shifted some of our focus to investigating other business
      opportunities. These opportunities include possible acquisitions or joint
      venture arrangements in this and other industries. We can provide no assurance
      that these efforts in exploring possible acquisitions or joint venture
      arrangements will come to fruition. Additionally, if any new ventures are
      successfully negotiated, we can provide no assurance that such new venture
      will
      have enough financial resources to fully develop the new venture.




14


**ITEM
      7 – FINANCIAL STATEMENTS.**














**TOUCHSTONE
      MINING LIMITED**


***(An
      Exploration Stage Company)***





**AUDITED
      FINANCIAL STATEMENTS**





**SEPTEMBER
      30, 2007 and 2006**










**TOUCHSTONE
      MINING LIMITED**


***(An
      Exploration Stage Company)***





**INDEX
      TO AUDITED FINANCIAL STATEMENTS**





**FOR
      THE PERIOD OF SEPTEMBER 12, 2005 (INCEPTION) TO SEPTEMBER 30,
      2007**





**Page(s)**Report
                of Independent Registered Public Accounting Firm
            F-2Report
                of Independent Registered Public Accounting Firm
            F-3Balance
                Sheets at September 30, 2007 and 2006
            F-4Statements
                of Operations for the years ended September 30, 2007 and
                2006and
                cumulative totals from September 12, 2005 (Inception) to September
                30,
                2007
            F-5Statements
                of Changes in Stockholders’ Equity (Deficit)for
                the period of September 12, 2005 (Inception) to September 30,
                2007
            F-6Statements
                of Cash Flows for the years ended September 30, 2007 and
                2006and
                from September 12, 2005 (Inception) to September 30, 2007
            F-7Notes
                to Audited Financial Statements
            F-8 –
                F-14




F-1










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
              Vancouver,
                British Columbia
              
              We
                have audited the accompanying balance sheet of Touchstone Mining
                Limited
                (an exploration stage company) (the “Company”) as of September 30, 2007,
                and the related statement of operations, stockholders' equity (deficit),
                and cash flows for the year ended September 30, 2007. 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 audit.
              
              We
                conducted our audit 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 audit to obtain reasonable assurance
                about whether the financial statements are free of material misstatement.
                The company is not required to have, nor were we engaged to perform,
                an
                audit of its internal control over financial reporting. Our audit
                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 audit provides a reasonable
                basis for our opinion.
              
              In
                our opinion, the financial statements referred to above present fairly,
                in
                all material respects, the financial position of the Company as of
                September 30, 2007, and the results of its operations, stockholders’
                equity (deficit) and its cash flows for the year ended September
                30, 2007,
                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 7
                to the
                financial statements, the Company 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 7. 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
                10, 2007






F-2


**Report
        of Independent Registered Public Accounting Firm**
 
 **To
        the Stockholders of Touchstone Mining Limited:**
 
 We
        have
        audited the accompanying balance sheet of Touchstone Mining Limited (the
        “Company”) as at September 30, 2006 and 2005 and the related statements of
        operations, changes in stockholders’ equity, and cash flows for each of the year
        ended September 30, 2006 and 2005. These financial statements are the
        responsibility of the Company's management. Our responsibility is to express
        an
        opinion on these financial statements based on our audits.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform an audit of its internal control over
        financial reporting. Our audit 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 audit provide a reasonable
        basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of the Company as at September
        30,
        2006 and 2005, and the results of its operations and its cash flows for each
        of
        the years ended September 30, 2006 and 2005, in conformity with United States
        generally accepted accounting principles.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 1 to the financial
        statements, the Company is dependent upon financing to continue operations,
        had
        suffered recurring losses from operations and has total liabilities that
        exceed
        total assets. These matters raise substantial doubt about the Company's ability
        to continue as a going concern. Management's plans in regards to these matters
        are discussed in Note 1. The financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.
  
 
 ***“Staley,
        Okada & Partners”***
 
 Vancouver,
                  BC
              STALEY,
                  OKADA & PARTNERSDecember
                  15, 2006
              CHARTERED
                  ACCOUNTANTS







F-3




**Touchstone
      Mining Limited**


***(An
      Exploration Stage Company)***




**Balance
      Sheets**




**As
      at September 30,**


2007
                
                2006ASSETSCurrentCash
                    and cash equivalents
                
                $
                42
                
                $
                28,120Total
                    current assets
                
                
                42
                
                
                28,120Non-CurrentMineral
                    Property Reclamation Bond*(Note
                    5)*
                
                
                4,330
                
                
                4,330TOTAL
                    ASSETS
                
                $
                4,372
                
                $
                32,450LIABILITIES
                    AND STOCKHOLDERS’ EQUITY (DEFICIT)CurrentAccounts
                    payable and accrued liabilities
                
                $
                1,225
                
                $
                5,100Due
                    to related party*(Note
                    6)*
                
                
                –
                
                
                29,033TOTAL
                    LIABILITIES
                
                
                1,225
                
                
                34,133STOCKHOLDERS’
                    EQUITY (DEFICIT)Capital
                    Stock*(Note
                    3)*Authorized:
                  100,000,000
                    common shares, $0.00001 par valueIssued
                    and outstanding shares:
                  6,100,000
                    (3,100,000 – September 30, 2006) common shares
                
                
                61
                
                
                31Capital
                    in excess of par value
                
                
                96,441
                
                
                61,969Deficit
                    accumulated during the exploration stage
                
                
                (93,355
                )
                
                (63,683
                )Total
                    stockholders’ equity (deficit)
                
                
                3,147
                
                
                (1,683
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                
                $
                4,372
                
                $
                32,450
  The
      accompanying notes are an integral part of these financial
      statements.




F-4




**Touchstone
      Mining Limited**


***(An
      Exploration Stage Company)***





**Statements
      of Operations**


Year Ended September 30,
                    
                    Cumulative
                      from Inception
                      (September 12, 2005)
                      to September 30,2007
                    
                    2006
                    
                    2007Income
                    
                    $
                    –
                    
                    $
                    –
                    
                    $
                    –ExpensesMineral
                        property costs
                    
                    
                    18,619
                    
                    
                    10,170
                    
                    
                    28,789Professional
                        fees
                    
                    
                    8,916
                    
                    
                    49,262
                    
                    
                    61,968Office
                        and administrative
                    
                    
                    1,667
                    
                    
                    354
                    
                    
                    2,128Total
                        Operating Expenses
                    
                    
                    29,202
                    
                    
                    59,786
                    
                    
                    92,885Foreign
                        currency transaction gain/loss
                    
                    
                    (470
                    )
                    
                    –
                    
                    
                    (470
                    )Other
                        Income (Expense)
                    
                    
                    –
                    
                    
                    –
                    
                    
                    –Net
                        Loss Applicable to Common Shares
                    
                    $
                    (29,672
                    )
                    $
                    (59,786
                    )
                    $
                    (93,355
                    )Basic
                        and Diluted Loss per Common Share
                    
                    $
                    (0.01
                    )
                    $
                    (0.07
                    )Weighted
                        Average Number of Common Shares Outstanding
                    
                    
                    3,132,967
                    
                    
                    847,253





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





F-5





**Touchstone
      Mining Limited**


***(An
      Exploration Stage Company)***





**Statement
      of Changes in Stockholders’ Equity (Deficit)**


**For
      the Period of Inception (September 12, 2005) to September 30,
      2007**


Common Shares
              
              Capital in
                Excess of
              
              Deficit
                Accumulated
                During theShares
              
              Amount
              
              Par Value
              
              Exploration Stage
              
              TotalInception –
                  September 12, 2005
              
              
              –
              
              $
              –
              
              $
              –
              
              $
              –
              
              $
              –Common
                  shares issued for cash at $0.02 per share
              
              
              600,000
              
              
              6
              
              
              11,994
              
              
              –
              
              
              12,000Loss
                  for the period
              
              
              –
              
              
              –
              
              
              –
              
              
              (3,897
              )
              
              (3,897
              )Balance –
                  September 30, 2005
              
              
              600,000
              
              
              6
              
              
              11,994
              
              
              (3,897
              )
              
              8,103Common
                  shares issued for cash at $0.02 per share
              
              
              2,500,000
              
              
              25
              
              
              49,975
              
              
              –
              
              
              50,000Loss
                  for the year
              
              
              –
              
              
              –
              
              
              –
              
              
              (59,786
              )
              
              (59,786
              )Balance –
                  September 30, 2006
              
              
              3,100,000
              
              
              31
              
              
              61,969
              
              
              (63,683
              )
              
              (1,683
              )Common
                  shares issued for $34,502 in debt
              
              
              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
              )
              
              3,147





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




F-6




**Touchstone
                Mining Limited**
              ***(An
                Exploration Stage Company)***
              
              **Statements
                of Cash Flows**





Cumulativefrom Inception(September 12,
              2005)Year Ended September 30,
            
            to September 30,2007
            
            2006
            
            2007Cash
                Flow from Operating Activities:Loss
                for the period
            
            $
            (29,672
            )
            $
            (59,786
            )
            $
            (93,355
            )Changes
                in operating assets and liabilities:Decrease
                in prepaid expense
            
            
            –
            
            
            15,000
            
            
            –Increase
                (decrease) in accounts payable and accrued liabilities
            
            
            (3,875
            )
            
            1,600
            
            
            1,225Net
                cash used in operating activities
            
            
            (33,547
            )
            
            (43,186
            )
            
            (92,130
            )Cash
                Flow from Investing Activities:Mineral
                property reclamation bond
            
            
            –
            
            
            (4,330
            )
            
            (4,330
            )Net
                cash used in investing activities
            
            
            –
            
            
            (4,330
            )
            
            (4,330
            )Cash
                Flow from Financing Activities:Advances
                from related party
            
            
            5,469
            
            
            13,650
            
            
            34,502Issuance
                of capital stock
            
            
            -
            
            
            50,000
            
            
            62,000Net
                cash provided by financing activities
            
            
            5,469
            
            
            63,650
            
            
            96,502Net
                Increase (Decrease) in Cash and Cash Equivalents
            
            
            (28,078
            )
            
            16,134
            
            
            42Cash
                and Cash equivalents – Beginning of period
            
            
            28,120
            
            
            11,986
            
            
            -Cash
                and Cash Equivalents – End of Period
            
            $
            42
            
            $
            28,120
            
            $
            42Supplemental
                Cash Flow Disclosure:Cash
                paid for interest
            
            $
            –
            
            $
            –
            
            $
            –Cash
                paid for income taxes
            
            $
            –
            
            $
            –
            
            $
            –Non-
                Cash Financing and Investing Activities:Debt
                converted to Capital Stock
            
            $
            29,033
            
            $
            –
            
            $
            29,033





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


F-7


**Touchstone
        Mining Limited**
 ***(An
        Exploration Stage Company)***
 
 Notes
        to
        Audited Financial Statements
 **September
        30, 2007 and 2006**


**1.**
            **Organization**




Touchstone
      Mining Limited (the “Company”) was incorporated on September 12, 2005 in the
      State of Nevada, USA. It is based in Vancouver, British Columbia, Canada. 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 is an exploration stage company that engages primarily in the
      acquisition, exploration and development of mineral resource properties. The
      Company has 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 and the raising of equity capital.




**Exploration
      Stage Company**




The
      Company is considered to be in the exploration stage as defined in Statement
      of
      Financial Accounting Standards (SFAS) No. 7, “ *Accounting
      and Reporting by Development Stage Enterprises,* ”
and
      interpreted by the Securities and Exchange Commission for mining companies
      in
      Industry Guide 7. The Company is devoting substantially all of its efforts
      to
      development of business plans and the acquisition of mineral properties.







**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 $42
      and
      $28,120 in cash and cash equivalents at September 30, 2007 and 2006,
      respectively.




F-8




**Touchstone
        Mining Limited**
 ***(An
        Exploration Stage Company)***
 
 Notes
        to
        Audited Financial Statements
 **September
        30, 2007 and 2006**




**Mineral
      Acquisition and Exploration Costs**




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




F-9


**Touchstone
          Mining Limited**
 ***(An
          Exploration Stage Company)***
 
 Notes
          to
          Audited Financial Statements
 **September
          30, 2007 and 2006**




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


Year Ended September 30,2007
              
              2006Net
                  loss
              
              $
              (29,672
              )
              $
              (59,786
              )Weighted
                    average common shares outstanding (Basic)
              
              
              3,132,967
              
              
              847,253Options
              
              
              -
              
              
              -Warrants
              
              
              -
              
              
              -Weighted
                    average common shares outstanding (Diluted)
              
              
              3,132,967
              
              
              847,253Net
                  loss per share (Basic and Diluted)
              
              $
              (0.01
              )
              $
              (0.07
              )




The
      Company has no potentially dilutive securities, such as options or warrants,
      currently issued and outstanding.




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




(i)  Monetary
      assets and liabilities at the rate of exchange in effect at the balance sheet
      date.




(ii)  Equity
      at
      historical rates.




(iii)  Revenue
      and expense items at the average rate of exchange prevailing during the
      period.




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




F-10




**Touchstone
        Mining Limited**
 ***(An
        Exploration Stage Company)***
 
 Notes
        to
        Audited Financial Statements
 **September
        30, 2007 and 2006**


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, 2007.




**Risks
      and Uncertainties**




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




**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
      September 2006, FASB issued Financial Accounting Standards 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 157 is effective in the first
      fiscal year that begins after November 15, 2007.




F-11




**Touchstone
        Mining Limited**
 ***(An
        Exploration Stage Company)***
 
 Notes
        to
        Audited Financial Statements
 **September
        30, 2007 and 2006**


In
      February 2007, FASB issued Financial Accounting Standards No. 159, “ *The
      Fair Value Option for 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 159 is effective as of the beginning of an entity’s first
      fiscal year that begins after November 15, 2007.




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 and 3,000,000 common shares in forgiveness for debt of
      $34,502, resulting in total proceeds of $96,502. There were 6,100,000 common
      shares issued and outstanding at September 30, 2007. Of these shares, 3,300,000
      were issued to our director and officer of the Company, 300,000 were issued
      to a
      former officer and director, and 2,500,000 were issued to independent
      investors.







**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 exploration 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, 2007 of
      approximately $93,355 will begin to expire in 2025. Accordingly, deferred tax
      assets of approximately $33,000 were offset by the valuation allowance that
      increased by approximately $10,400 and $20,800 during the years ended September
      30, 2007 and 2006, respectively.







F-12




**Touchstone
        Mining Limited**


***(An
        Exploration Stage Company)***
 
 Notes
        to
        Audited Financial Statements
 **September
        30, 2007 and 2006**




**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





All
      payments shall be made within 30 days of the due date or the Property and all
      rights will revert back to MES.




In
      addition, the Company must incur exploration expenditures of $50,000 on the
      Property over five years. A professional geologist recommended a work program
      of
      $18,619 consisting of trenching, sampling and geological mapping to determine
      the source of certain high-grade gold specimens found on the Property. The
      funds
      were advanced during October 2006 and the work program was completed during
      the
      year ended September 30, 2007. During the year ended September 30, 2007, the
      Company spent the recommended $18,619 on property option payments and
      exploration work performed on the Property.




In
      August
      2007, the Company reached an agreement with MES, whereby MES relinquished their
      rights to the Property. Subsequent to September 30, 2007, the Company proceeded
      to stake the claims in its own name. The Company is now 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 October 31,
      2007, the Company met these obligations.




F-13




**Touchstone
        Mining Limited**
 ***(An
        Exploration Stage Company)***
 
 Notes
        to
        Audited Financial Statements
 **September
        30, 2007 and 2006**




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.









**6.**
            **Due
                to Related Party**




At
      September 30, 2006, the Company was obligated to a director, who is also an
      officer and a shareholder, for a non-interest bearing demand loan with a balance
      of $29,033. During the year ended September 30, 2007, the outstanding loan
      in
      the amount of $34,502 to this director was satisfied by issuance of 3,000,000
      shares of common stock.









**7.**
            **Going
                Concern and Liquidity
                Considerations**




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates, among other things, the
      realization of assets and satisfaction of liabilities in the normal course
      of
      business. As at September 30, 2007, the Company has negative working capital
      of
      $1,183 and an accumulated deficit of $93,355. 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 exploration stage is dependent upon,
      among other things, obtaining additional financing to continue operations,
      explore and develop the mineral properties and the discovery, development and
      sale of ore reserves.




In
      response to these problems, management intends to raise additional funds through
      public or private placement offerings.




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







F-14




**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON**


**ACCOUNTING
      AND FINANCIAL DISCLOSURE**





On
      January 23, 2007, we received a letter from our auditors, Staley, Okada &
Partners, advising that Staley, Okada & Partners had been acquired by
      PricewaterhouseCoopers and that they were resigning as our auditors effective
      immediately.





Staley,
      Okada & Partners’ reported on our financial statements for the past two
      years and did not issue an adverse opinion or disclaimer of opinion and that
      opinion was not modified as to uncertainty, audit scope, or accounting
      principles. In connection with its audit for the most recent fiscal year, or
      the
      subsequent interim periods through January 23, 2007, there were no disagreements
      with Staley, Okada & Partners on any matter of accounting principles or
      practices, financial statement disclosure, or auditing scope or procedure.





During
      the year ended September 30, 2006, through the date of resignation, and through
      the date of our acceptance of Staley, Okada & Partners resignation, there
      were no disagreements with Staley, Okada & Partners on any matter of
      accounting principles or practices, financial statement disclosure, or auditing
      scope or procedure, which disagreements, if not resolved to the satisfaction
      of
      Staley, Okada & Partners, would have caused Staley, Okada & Partners to
      make reference to the subject matter of the disagreement in its reports on
      our
      consolidated financial statements for such periods.





On
      January 25, 2007, we delivered a copy of our report on Form 8-K disclosing
      the
      resignation to Staley, Okada & Partners. Staley, Okada & Partners issued
      a response that it agreed with the foregoing disclosure. A copy of their
      response is attached hereto as Exhibit 16.1.





On
      January 23, 2007, we engaged Child, Van Wagoner & Bradshaw, PLLC an
      independent registered firm of Certified Public Accountants, as our independent
      accountants with the approval of our board of directors.





**ITEM
      8A. CONTROLS AND PROCEDURES**





Douglas
      Scheving, our principal executive and financial officer, 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, as of the end of the period covered by this
      report (the “Evaluation Date”). Based on this evaluation, he concluded that, as
      of the Evaluation Date, our disclosure controls and procedures were effective
      to
      provide a reasonable level of assurance that information relating to us required
      to be disclosed in our SEC reports (i) is recorded, processed, summarized and
      reported within the time periods specified in the SEC rules and forms and (ii)
      is accumulated and communicated to our management, including our chief executive
      officer and financial officer, to allow timely decisions regarding required
      disclosure.




15


There
        were no changes in our internal control over financial reporting that occurred
        during the last fiscal quarter of the period covered by this report that
        have
        materially affected, or are reasonably likely to materially affect, our internal
        control over financial reporting.




A
      control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Further, the design of a control system must reflect the fact that there are
      resource constraints, and the benefits of controls must be considered relative
      to their costs. Because of the inherent limitations in all control systems,
      no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within our Company have been detected. Because
      of the inherent limitations in a cost-effective control system, misstatements
      due to error or fraud may occur and not be detected.





**ITEM
      8B. OTHER INFORMATION**





Not
      applicable.





**PART
      III**


**ITEM
            9.** **DIRECTORS,
            EXECUTIVE OFFICERS, PROMOTERS, CONTROL**
 **PERSONS
            AND CORPORATE GOVERNANCE; COMPLIANCE WITH**
 **SECTION
            16(A) OF THE EXCHANGE ACT**




**Executive
      Officers and Directors**





The
      following table sets forth certain information, as of December 3, 2007, with
      respect to our sole officer and director:


**Name
                    and Address**
                
                **Age**
                
                **Positions**Douglas
                    W. Scheving
                  808
                    Nelson Street, Suite 2103
                  Vancouver,
                    B.C., V6Z 2H2
                
                57
                
                President,
                    Chief Financial Officer, Secretary, Treasurer and
                    Director





Douglas
      Scheving has held the positions of President and director since inception and
      the positions of Chief Financial Officer, Secretary and Treasurer since October
      18, 2007. He is expected to hold said offices/positions until the next annual
      meeting of our stockholders. Mr. Scheving is our only officer, director,
      promoter and control person.





**Background
      of Officer and Director**





Douglas
      W. Scheving has been a President and director of the Company since September
      12,
      2005. Mr. Scheving is also a member of the Board of Directors of Mariposa
      Resources, Ltd. (since June 2006), an OTCBB quoted company. Since July 1993,
      Mr.
      Scheving has held various positions with Golden Glacier Resources Ltd. and
      Exeter Resource Corporation, each a TSX Venture Exchange listed exploration
      stage mining company located in Vancouver, British Columbia. Mr. Scheving is
      currently director and a member of the audit and compensation committees. He
      has
      also held the positions of president and secretary. Since October 1997, Mr.
      Scheving has held various positions with Golden Dynasty Resources Limited,
      a TSX
      Venture Exchange listed natural resource company located in Vancouver, British
      Columbia. He is currently a director, corporate secretary, and member of the
      audit committee. He previously held the position of president. Mr. Scheving
      was
      also president, principal executive officer and a member of the Board of
      Directors of Electrum Mining Limited from August 2004 until November, 2006.
      Mr.
      Scheving was president and director of E-COMBIZ.COM Inc. (a development stage
      pink sheet company located in Vancouver, British Columbia) from December 01,
      2005 to November 2006. Since April 2001, Mr. Scheving has been the owner of
      Corporate Administrative Services Limited located in Vancouver, British
      Columbia. Corporate Administrative Services Limited is engaged in the business
      of bookkeeping, invoice paying and providing office services. Mr. Scheving
      devotes up to 10% of his time or approximately four hours per work week to
      Touchstone Mining Limited.




16


**Involvement
      in Certain Legal Proceedings**





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




17




**Board
      of Directors**




None
      of
      our directors receive any remuneration for acting as such. Directors may however
      be reimbursed their 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. No such committees have
      been appointed to date. Accordingly, we do not have an audit committee or an
      audit committee financial expert. We are presently not required to have an
      audit
      committee financial expert and do not believe we otherwise need one at this
      time
      due to our lack of material business operations. Similarly we do not have a
      nominating committee or a committee performing similar functions. Our entire
      board serves the functions of an audit committee and a nominating committee.
      We
      have not implemented procedures by which our security holders may recommend
      board nominees to us but expect to do so in the future, when and if we engage
      in
      material business operations.




We
      are
      not presently required to have independent directors. Our sole director, Douglas
      Scheving is not independent. If we ever become a listed issuer whose securities
      are listed on a national securities exchange or on an automated inter-dealer
      quotation system of a national securities association, which has independent
      director requirements, we intend to comply with all applicable requirements
      relating to director independence.




**Code
      of Ethics**





We
      have
      adopted a corporate code of ethics. We believe our code of ethics is reasonably
      designed to deter wrongdoing and promote honest and ethical conduct; provide
      full, fair, accurate, timely and understandable disclosure in public reports;
      comply with applicable laws; ensure prompt internal reporting of code
      violations; and provide accountability for adherence to the code. A copy of
      the
      code of ethics is attached hereto as Exhibit 14.1. We will also provide to
      any
      person, without charge and upon request, a copy of the code of ethics. Any
      such
      request must be made in writing to us at, 808 Nelson Street, Suite 2103,
      Vancouver, B.C. V6Z 2H2 Canada.





**ITEM
      10.** **Executive
      Compensation**




The
      following table sets forth information concerning the total compensation paid
      or
      accrued by us during the two years ended September 30, 2007 to





(i)
            all
                individuals serving as Touchstone’s principal executive officer or acting
                in a similar capacity during the last completed fiscal year (“PEO”),
                regardless of compensation level;




(ii)
            Touchstone’s
                two most highly compensated executive officers other than the PEO
                who (A)
                served as executive officers at the end of the last completed fiscal
                year
                and (B) received annual compensation during the last completed fiscal
                year
                in excess of $100,000; and




(iii)
            up
                to two additional individuals for whom disclosure would have been
                provided
                pursuant to subsection (ii) of this paragraph but for the fact that
                the
                individual was not serving as an executive officer of Touchstone
                at the
                end of the last completed fiscal
                year.




18




**SUMMARY
        COMPENSATION TABLE**


Name and
                    Principal
                    Position
                  
                  Year
                  
                  Salary
                    ($)
                  
                  Bonus
                    ($)
                  
                  Stock
                    Awards
                    ($)
                  
                  Option
                    Awards
                    ($)
                  
                  Non-Equity
                    Incentive Plan
                    Compensation
                    ($)
                  
                  Non-Qualified
                    Deferred
                    Compensation
                    Earnings
                    ($)
                  
                  All Other
                    Compensation
                    ($)
                  
                  Total
                    ($)Douglas
                      Scheving,
                  
                  
                  2007
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0President,
                      CFO, Director(PEO)
                  
                  
                  2006
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0




Currently,
      none of our officers or directors is being compensated for their services during
      the development stage of our business operations.





We
      have
      not paid any salaries in 2007, and we do not anticipate paying any salaries
      at
      any time in 2007. We will not begin paying salaries until we have adequate
      funds
      to do so.





The
      officers and directors are reimbursed for any out-of-pocket expenses they incur
      on our behalf. In addition, in the future, we may approve payment of salaries
      for our officers and directors, but currently, no such plans have been approved.
      We also do not currently have any benefits, such as health insurance, life
      insurance or any other benefits available to our employees.


**OUTSTANDING
        EQUITY AWARDS AT FISCAL YEAR END**
 
 **Option
                  Awards**
              
              **Stock
                  Awards**Name
              
              Numberof
                Securities
                Underlying
                Unexercised
                Options(#)
                Exercisable
              
              Numberof
                Securities
                Underlying
                Unexercised
                Options(#)
                Unexercisable
              
              Equity
                Incentive
                Plan
                Awards;
                Numberof
                Securities
                Underlying
                Unexercised
                Unearned
                Options(#)
              
              Option
                Exercise
                Price($)
              
              Option
                Expiration
                Date
              
              Number
                ofShares
                orUnits
                ofStock
                That
                Have
                Not
                Vested
                (#)
              
              Market
                Value
                of
                Shares
                orUnits
                of
                Stock
                That
                Have
                Not
                Vested
                ($)
              
              Equity
                Incentive
                Plan
                Awards:
                Number
                of
                Unearned
                Shares,
                Unitsor
                Other
                Rights
                ThatHave
                Not
                Vested(#)
              
              Equity
                Incentive
                Plan
                Awards:
                Marketor
                Payout
                Valueof
                Unearned
                Shares,
                Unitsor
                Other
                Rights
                ThatHave
                Not
                Vested(#)Douglas
                  Scheving
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0





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.




19




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





**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, 2007, 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.





**Indemnification**





Under
      our
      bylaws, the Company will indemnify any person who was or is a party or is
      threatened to be made a party to any proceeding, whether civil, criminal,
      administrative or investigative (other than an action by or in the right of
      the
      Company) by reason of the fact that such person is or was a director, trustee,
      officer, employee or agent of the Company, or is or was serving at the request
      of the Company as a director, trustee, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, against
      expenses (including attorneys’ fees), judgment, fines and amounts paid in
      settlement actually and reasonably incurred by such person in connection with
      such action, suit or proceeding if such person acted in good faith and in a
      manner such person reasonable believed to be in or not opposed to the best
      interests of the Company, and with respect to any criminal action or proceeding,
      had no reasonable cause to believe such person’s conduct was unlawful. The
      termination of any action, suit or proceeding by judgment, order, settlement,
      conviction, or upon a plea of nolo contendere or its equivalent, will not,
      of
      itself, create a presumption that the person did not act in good faith and
      in a
      manner which such person reasonably believed to be in or not opposed to the
      best
      interests of the Company, and with respect to any criminal action proceeding,
      had reasonable cause to believe that such person’s conduct was
      unlawful.




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




20




**ITEM
        11.** **SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND**
 **MANAGEMENT** **AND RELATED STOCKHOLDER MATTERS**





**Security
      Ownership of Certain Beneficial Owners and Management**





The
      following table sets forth information with respect to the beneficial ownership
      of our common stock known by us as of December 3, 2007 by (i) each person or
      entity known by us to be the beneficial owner of more than 5% of our common
      stock, (ii) each of our directors, (iii) each of our executive officers, and
      (iv) 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 such date. 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.


**Title of**
                **Class**
              
              **Name of Beneficial Owner**
              
              **Amount and Nature of**
                **Beneficial Ownership**
              
              **Percent of Class**Common
                  Stock
              
              Douglas
                W. Scheving
              
              
              3,300,000*
              
              
              54%**Common
                  Stock
              
              All
                officers and directors as a group(1
                person)
              
              
              3,300,000*
              
              
              54%**




*
      The
      beneficial owner currently has no right to acquire shares, within 60 days of
      December 3, 2007, from options, warrants, rights, conversion privileges or
      similar obligations.





**The
      percentage ownership is calculated based on 6,100,000 shares of our common
      stock
      issued and outstanding as of December 3, 2007.





**Securities
      Authorized for Issuance under Equity Compensation Plans**





We
      do not
      presently maintain any equity compensation plans and have not maintained any
      such plans since our inception.




**ITEM
        12.** **CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS** **,
        AND**
 **DIRECTOR
        INDEPENDENCE**


In
      September 2005, we issued a total of 600,000 shares of restricted common stock
      to Douglas Scheving and Jack BesMargian, our then directors and officers. This
      was accounted for as an issuance of shares of common stock in the amount of
      $12,000. In September 2007, we issued 3,000,000 shares of restricted common
      stock to Douglas Scheving, in exchange for the forgiveness of $34,502 that
      we
      owed to him. These shares of common stock are restricted securities, as defined
      in Rule 144 of the Rules and Regulations of the SEC promulgated under the
      Securities Act.





Effective
      October 18, 2007, Jack BesMargian resigned as our Chief Financial Officer,
      Secretary, Treasurer and a director. His resignation did not result from any
      disagreement with us.





Effective
      October 18, 2007, Douglas Scheving, our President and a director, was appointed
      as our Chief Financial Officer, Secretary and Treasurer to fill the positions
      vacated by Mr. BesMargian.




21




Mr.
      Scheving, our sole director, is not independent under the independence standards
      under Item 407(a)(1) of Regulation S-B.




**ITEM
        13.  EXHIBITS**




**Exhibits**




The
      following Exhibits are being filed with this report on Form 10-KSB:




**Exhibit**
              **No.**
            
            **SEC Report**
              **Reference**
              **Number**
            
            **Description**3.1
            
            3.1
            
            Articles
                of Incorporation of Registrant(1)3.2
            
            3.2
            
            Bylaws
                of Registrant(1)10.1
            
            10.1
            
            Stock
                Purchase Agreement, dated September 26, 2007, between Touchstone
                Mining
                Limited and Douglas Scheving(2)14.1
            
            14.1
            
            Code
                of Ethics(3)16.1
            
            16.1
            
            Letter
                from Staley, Okada & Partners(4)21
            
            
            
            List
                of Subsidiaries of Registrant(5)23.1
            
            
            
            Consent
                of Staley, Okada & Partners(5)31.1
            
            
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                Section 302 the Sarbanes-Oxley Act of 2002(5)32.1
            
            
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002(5)




22







(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.




(4)
            Filed
                with the Securities and Exchange Commission on January 26, 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.




(5)
            Filed
                herewith.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




**Audit
      Fees**




The
      aggregate fees billed by our principal accountant for services rendered during
      the fiscal years ended September 30, 2007 and 2006, respectively, are set forth
      in the table below:




**Fee Category**
              
              **Year ended**
                **September 30, 2007**
              
              **Year ended**
                **September 30, 2006**Audit
                  fees (1)
              
              $
              2,965
              
              $
              **12,577**Audit-related
                  fees (2)
              
              
              0
              
              
              0Tax
                  fees (3)
              
              $
              1,211
              
              $
              836All
                  other fees (4)
              
              
              0
              
              
              0Total
                  fees
              
              $
              4,176
              
              $
              13,413




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




(2)
            “Audit-related
                fees” consists 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” consists of fees billed for professional services relating to tax
                compliance, tax advice and tax planning, consisting of preparation
                of our
                corporate tax returns for the periods ended September 30, 2006 and
                2005.




23




(4)
            “All
                other fees” consists of fees billed for all other
                services.





**Audit
      Committee’s Pre-Approval Policies and Procedures**





We
      do not
      at this time have an audit committee, therefore, no policies or procedures
      other
      than those required by SEC rules on auditor independence, have been implemented.
      The Board of Directors will have to pre-approve the engagement of our principal
      independent accountants to provide non-audit services. Non-audit services,
      consisting of the preparation of corporate tax returns by our principal
      independent accountants in 2007 and 2006, were not pre-approved pursuant to
      paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. Section 10A(i) of the
      Securities Exchange Act of 1934 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 the Board of Directors (in lieu of
      an
      audit committee) or unless the services meet certain de minimis
      standards.




24


**SIGNATURES**




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




Date:
                December 14, 2007
            **TOUCHSTONE
                MINING LIMITED**By:
            /s/
              Douglas W. SchevingName:
                Douglas W. SchevingTitle:
                President





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




**Signature**
            
            **Title**
            
            **Date**/s/
              Douglas W. Scheving
            
            President
                (principal executive
            
            December
              14, 2007Douglas
                W. Scheving
            
            officer),
                  Chief Financial Officer
                (principal
                  financial officer) and
              sole
                member of the Board of
              Directors