EXHIBIT 14.1


                       CODE OF BUSINESS CONDUCT AND ETHICS

         This Code of  Business  Conduct and Ethics (the  "Code")  embodies  the
commitment of  Touchstone  Resources  USA,  Inc. (the  "Company") to conduct its
business in accordance with all applicable  laws,  rules and regulations and the
highest ethical  standards.  All employees and members of our Board of Directors
are expected to adhere to those principles and procedures set forth in this Code
that apply to them. We also expect  consultants we retain  generally to abide by
this Code. We expect our people to maintain high ethical standards in everything
they do, both in their work for the Company and in their personal lives.

         For purposes of Section 406 of the  Sarbanes-Oxley  Act of 2002 and the
rules promulgated thereunder, Section I of this Code shall be our code of ethics
for Senior Financial Officers (as defined below).

                                    SECTION I

A.  COMPLIANCE AND REPORTING

         Employees and directors  should strive to identify and raise  potential
issues  before they lead to problems,  and should ask about the  application  of
this Code  whenever in doubt.  Any employee or director who becomes aware of any
existing or potential  violation of this Code should  promptly  notify the Chief
Executive Officer and, in the case of directors and the Chief Executive Officer,
the Treasurer (collectively,  the "Senior Financial Officers"). The Company will
take such  disciplinary or preventive  action as it deems appropriate to address
any existing or potential violation of this Code brought to its attention.

         Any questions  relating to how these policies  should be interpreted or
applied should be addressed to an appropriate Senior Financial Officer.

B.  PERSONAL CONFLICTS OF INTEREST

         A "personal  conflict of interest" occurs when an individual's  private
interest  improperly  interferes  with the  interests of the  Company.  Personal
conflicts of interest are prohibited as a matter of Company policy,  unless they
have been approved by the Company.  In particular,  an employee or director must
never use or attempt  to use his or her  position  at the  Company to obtain any
improper personal benefit for himself or herself, for his or her family members,
or for any other person, including loans or guarantees of obligations,  from any
person or entity.

         Service to the Company  should never be  subordinated  to personal gain
and advantage. Conflicts of interest should be avoided to the extent possible.

         Any  employee or  director  who is aware of a material  transaction  or
relationship  that could  reasonably  be  expected to give rise to a conflict of
interest should discuss the matter promptly with an appropriate Senior Financial
Officer.

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C.  PUBLIC DISCLOSURE

         It  is  the  Company's  policy  that  the  information  in  its  public
communications,  including  SEC filings,  be full,  fair,  accurate,  timely and
understandable.  All  employees  and directors who are involved in the company's
disclosure process, including the Senior Financial Officers, are responsible for
acting in  furtherance  of this policy.  In particular,  these  individuals  are
required to maintain familiarity with the disclosure  requirements applicable to
the Company and are prohibited  from  knowingly  misrepresenting,  omitting,  or
causing  others to  misrepresent  or omit,  material  facts about the Company to
others,  whether  within  or  outside  the  Company,   including  the  Company's
independent  auditors.  In  addition,   any  employee  or  director  who  has  a
supervisory  role in the  Company's  disclosure  process  has an  obligation  to
discharge his or her responsibilities diligently.

D.  COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         It is the Company's  policy to comply with all applicable  laws,  rules
and regulations. It is the personal responsibility of each employee and director
to adhere to the standards  and  restrictions  imposed by those laws,  rules and
regulations.

         Generally,  it is both  illegal  and  against  Company  policy  for any
employee or director who is aware of material nonpublic  information relating to
the Company, any of the Company's customers or any other private or governmental
issuer  of  securities  to buy or sell  any  securities  of  those  issuers,  or
recommend that another person buy, sell or hold the securities of those issuers.

         Any  employee  or  director  who is  uncertain  about the  legal  rules
involving  his  or  her  purchase  or  sale  of any  Company  securities  or any
securities  in issuers  that he or she is familiar  with by virtue of his or her
work for the Company should consult with an appropriate Senior Financial Officer
before making any such purchase or sale.

                                   SECTION II

         Employees  and  directors  owe a duty to the  Company  to  advance  the
Company's  legitimate  business  interests when the opportunity to do so arises.
Employees and directors are prohibited  from taking for themselves (or directing
to a third party) a business  opportunity that is discovered  through the use of
corporate property, information or position, unless the Company has already been
offered  the  opportunity  and turned it down.  More  generally,  employees  and
directors are prohibited from using corporate property,  information or position
for personal gain or competing with the Company.

         Sometimes the line between  personal and Company  benefits is difficult
to draw,  and sometimes  both personal and Company  benefits may be derived from
certain  activities.  The only prudent  course of conduct for our  employees and
directors is to make sure that any use of Company  property or services  that is
not solely for the  benefit of the Company is  approved  beforehand  through the
appropriate Senior Financial Officer.


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A.  CONFIDENTIALITY

         In carrying out the Company's  business,  employees and directors often
learn confidential or proprietary  information about the Company, its customers,
prospective  customers or other third  parties.  Employees  and  directors  must
maintain the  confidentiality  of all  information so entrusted to them,  except
when disclosure is authorized or legally  mandated.  Confidential or proprietary
information includes,  among other things, any non-public information concerning
the  Company,  including  its  businesses,  financial  performance,  results  or
prospects,  and any  non-public  information  provided by a third party with the
expectation that the information  will be kept  confidential and used solely for
the business purpose for which it was conveyed.

B.  FAIR DEALING

         We have a history of succeeding through honest business competition. We
do not  seek  competitive  advantages  through  illegal  or  unethical  business
practices.  Each employee and director  should  endeavor to deal fairly with the
Company's customers, service providers, suppliers, competitors and employees. No
employee  or  director   should  take  unfair   advantage   of  anyone   through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any unfair dealing practice.

C.  EQUAL EMPLOYMENT OPPORTUNITY AND HARASSMENT

         Our focus in personnel  decisions is on merit and  contribution  to the
Company's  success.  Concern for the personal  dignity and  individual  worth of
every person is an indispensable element in the standard of conduct that we have
set for  ourselves.  The Company  affords equal  employment  opportunity  to all
qualified persons without regard to any impermissible criterion or circumstance.
This means equal opportunity in regard to each individual's terms and conditions
of  employment  and in regard to any other  matter  that  affects in any way the
working  environment of the employee.  We do not tolerate or condone any type of
discrimination prohibited by law, including harassment.

D.  PROTECTION AND PROPER USE OF FIRM ASSETS

         All  employees  should  protect the  Company's  assets and ensure their
efficient  use.  All  Company  assets  should  be used for  legitimate  business
purposes only.

                                   SECTION III

                              WAIVERS OF THIS CODE

         From time to time,  the Company may waive  certain  provisions  of this
Code.  Any  employee or director  who  believes  that a waiver may be called for
should discuss the matter with an appropriate Senior Financial Officer.  Waivers
for executive officers (including Senior Financial Officers) or directors of the
Company may be made only by the Board of Directors or a committee of the Board.


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