x |
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Touchstone
Mining Limited
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||
(Exact
name of registrant as specified in its charter)
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||
Nevada
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98-0468420
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|
(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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11923
SW 37 Terrace, Miami, FL
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33175
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(Address
of principal executive offices)
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(Postal
Code)
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Large
Accelerated Filer o
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Accelerated
Filer o
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Non-Accelerated
Filer o
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Smaller
reporting company x
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(Do
not check if a smaller reporting company)
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Item Number and
Caption
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Page
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Forward-Looking Statements
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3
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PART I
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4
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1.
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Business
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4
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1A.
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Risk Factors
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5
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1B.
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Unresolved Staff Comments
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8
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2.
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Properties
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9
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3.
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Legal Proceedings
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9
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4.
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Submission Of Matters To A Vote Of Security
Holders
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9
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PART II
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9
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5.
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Market For Registrant’s Common Equity, Related
Stockholder Matters And Issuer
|
|
Purchases Of Equity
Securities
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9
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6.
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Selected Financial Data
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10
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7.
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Management’s Discussion and Analysis of Financial
Condition and Results
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|
of Operations
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10
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8.
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Financial Statements and Supplemental
Data
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11
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9.
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Changes In And
Disagreements With Accountants On Accounting And Financial
Disclosure
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11
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9A.[T]
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Controls And Procedures
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11
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9B.
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Other Information
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12
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PART III
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12
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10.
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Directors, Executive Officers, and Corporate
Governance
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12
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11.
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Executive Compensation
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15
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12.
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Security Ownership Of Certain
Beneficial Owners And Management And Related Stockholder
Matters
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15
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13.
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Certain Relationships And Related Transactions and
Director Independence
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16
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14.
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Principal Accountant Fees And
Services
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17
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PART IV
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18
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15.
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Exhibits and Financial Statement
Schedules
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18
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·
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meet
our capital needs;
|
|
·
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expand
our systems effectively or efficiently or in a timely
manner;
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·
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allocate
our human resources optimally;
|
|
·
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identify
and hire qualified employees or retain valued employees;
or
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·
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incorporate
effectively the components of any business that we may acquire in our
effort to achieve growth.
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ITEM
5.
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
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Quarter
Ended
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High
Bid
|
Low
Bid
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||||||
September
30, 2009
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$ | 0.005 | $ | 0.005 | ||||
June
30, 2009
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$ | 0.005 | $ | 0.005 | ||||
March
31, 2009
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$ | 0.51 | $ | 0.005 | ||||
December
31, 2008
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$ | 0.51 | $ | 0.51 | ||||
September
30, 2008
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$ | 0.51 | $ | 0.51 | ||||
June
30, 2008
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$ | 0.51 | $ | 0.51 | ||||
March
31, 2008
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$ | 0.51 | $ | 0.51 | ||||
December
31, 2007
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$ | 0.51 | $ | 0.51 |
Name
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Positions
Held
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Age
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Date
of Election or Appointment as Director
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Nanuk
Warman
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Chief
Executive and Financial Officer, President, Secretary, Treasurer and
Director
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37
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June
9, 2008
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Name
and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards ($)
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Option
Awards ($)
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Non-
Equity
Incentive
Plan
Compen-sation ($)
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Change
in Pension Value
and
Non-
qualified
Deferred
Compen-sation
Earnings
($)
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All
Other
Compen-sation
($)
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Total
($)
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||||||||||||||||
(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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||||||||||||||||
Nanuk Warman,(1)
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2009
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8,000
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0
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0
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0
|
0
|
0
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0
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8,000
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||||||||||||||||
Chief
Executive Officer
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2008
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2,000
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0
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0
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0
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0
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0
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0
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2,000
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(1)
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Nanuk
Warman has served as our sole executive officer and as a Director from
June 9, 2008 through the present.
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ITEM
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
|
·
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each
person or entity known by us to be the beneficial owner of more than 5% of
our common stock;
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·
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each
of our directors;
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·
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each
of our executive officers; and
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·
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all
of our directors and executive officers as a
group.
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Name
and Address of Beneficial Owner
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Title
of Class
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Amount
and Nature
of
Beneficial
Ownership(1)
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Percentage
of
Class(2)
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|||||
Nanuk
Warman (3)
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Common
Stock, par value $0.00001 per share
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3,300,000
Shares (Direct)
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52.9 | % | ||||
All
officers and directors as a group (1 person)
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Common
Stock, par value $0.00001 per share
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3,300,000
Shares (Direct)
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52.9 | % | ||||
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(1)
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As
used herein, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
consisting of sole or shared voting power (including the power to vote or
direct the vote) and/or sole or shared investment power (including the
power to dispose or direct the disposition of) with respect to the
security through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the next 60
days. Unless otherwise noted, beneficial ownership consists of
sole ownership, voting and investment
rights.
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(2)
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There
were 6,238,889 shares of common stock issued and outstanding on December
22, 2009.
|
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(3)
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The
address for Mr. Warman is 11923 SW 37 Terrace, Miami, Florida
33175.
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ITEM
13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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ITEM
14.
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES
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Fee
Category
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Fiscal
year ended
September 30,
2009
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Fiscal
year ended
September 30,
2008
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||||||
Audit
fees (1)
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$ | 10,500 | $ | 10,200 | ||||
Audit-related
fees (2)
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0 | 0 | ||||||
Tax
fees (3)
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300 | 300 | ||||||
All
other fees (4)
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0 | 0 | ||||||
Total
fees
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$ | 10,800 | $ | 10,500 |
Financial
Statements
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Page
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Report
of Independent Registered Public Accounting Firm
|
F-2
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Balance
Sheets as of September 30, 2009 and 2008
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F-3
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Statements
of Operations for the years ended September 30, 2009 and 2008 and for the
period from September 12, 2005 (Inception) to September 30,
2009
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F-4
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Statements
of Changes in Stockholders’ Equity (Deficit) for the period from September
12, 2005 (Inception) to September 30, 2009
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F-5
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Statements
of Cash Flows for the years ended September 30, 2009 and 2008 and for the
period from September 12, 2005 (Inception) to September 30,
2009
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F-6
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Notes
to Financial Statements
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F-7
– F-12
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|
•
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should
not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
|
|
•
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have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
|
|
•
|
may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
|
|
•
|
were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
|
Exhibit
No.
|
SEC
Report
Reference
No.
|
Description
|
||
3.1
|
3.1
|
Articles
of Incorporation of Registrant(1)
|
||
3.2
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3.2
|
By-Laws
of Registrant (1)
|
||
4.1
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4.1
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$80,000
Promissory Note dated May 8, 2009(2)
|
||
10.1
|
10.1
|
Stock
Purchase Agreement dated September 26, 2007 between Registrant and Douglas
Scheving(3)
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||
14.1
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14.1
|
Code
of Ethics (4)
|
||
21
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*
|
List
of Subsidiaries
|
||
31.1
/ 31.2
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*
|
Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial
Officer
|
||
32.1
/ 32.2
|
*
|
Rule
1350 Certification of Chief Executive and Financial
Officer
|
(1)
|
Filed
with the Securities and Exchange Commission on December 27, 2005 as an
exhibit, numbered as indicated above, to the Registrant’s registration
statement on the Registrant’s Registration Statement on Form SB-2 (file
no. 333-130696), which exhibit is incorporated herein by
reference.
|
(2)
|
Filed
with the Securities and Exchange Commission on May 20, 2009 as an exhibit,
numbered as indicated above, to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2009, which exhibit is incorporated
herein by reference.
|
(3)
|
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.
|
(4)
|
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.
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TOUCHSTONE MINING LIMITED | |||
Dated: December
22, 2009
|
By:
|
/s/ Nanuk Warman | |
Nanuk Warman, President and | |||
Chief Executive Officer | |||
/s/ Nanuk Warman
|
|
Nanuk
Warman, President, Chief Executive Officer,
Chief
Financial Officer and Director
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Balance
Sheets as of September 30, 2009 and 2008
|
F-3
|
Statements
of Operations for the years ended September 30, 2009 and 2008 and for the
period from September 12, 2005 (Inception) to September 30,
2009
|
F-4
|
Statement
of Changes in Stockholders’ Equity (Deficit) for the period from September
12, 2005 (Inception) to September 30, 2009
|
F-5
|
Statements
of Cash Flows for the years ended September 30, 2009 and 2008 and for the
period from September 12, 2005 (Inception) to September 30,
2009
|
F-6
|
Notes
to Financial Statements
|
F-7
– F-12
|
Douglas
W. Child, CPA
Marty
D. Van Wagoner, CPA
J.
Russ Bradshaw, CPA
William
R. Denney, CPA
Roger
B. Kennard, CPA
Russell
E. Anderson, CPA
Scott
L. Farnes
1284
W. Flint Meadow Dr. #D
Kaysville,
Utah 84037
Telephone
801.927.1377
Facsimile
801.927.1344
5296
S. Commerce Dr. #300
Salt
Lake City, Utah 84107
Telephone
801.281.4700
Facsimile
801.281.4701
Suite
B, 4F
North
Cape Commercial Bldg.
388
King’s Road
North
Point, Hong Kong
www.cpaone.net
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
The Board of Directors and Stockholders of
Touchstone
Mining Limited
Miami,
Florida
We
have audited the accompanying balance sheets of Touchstone Mining Limited
(a development stage company) (the “Company”) as of September 30, 2009 and
2008, and the related statements of operations, stockholders' equity
(deficit), and cash flows for the years then ended. 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 of America). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In
our opinion, based on our audit, the financial statements referred to
above present fairly, in all material respects, the financial position of
the Company as of September 30, 2009 and 2008, and the results of its
operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has not generated revenues from
operations and has incurred significant net losses since inception. This
raises substantial doubt about the Company's ability to meet its
obligations and to continue as a going concern. Management's plans in
regard to this matter are described in Note 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
18, 2009
|
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
and cash equivalents
|
$ | - | $ | 7,591 | ||||
Withholding
tax receivable
|
4 | - | ||||||
Total
current assets
|
4 | 7,591 | ||||||
Non-Current
Assets
|
||||||||
Mineral
property reclamation bond (Note
5)
|
4,330 | 4,330 | ||||||
TOTAL
ASSETS
|
$ | 4,334 | $ | 11,921 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 6,180 | $ | 40,920 | ||||
Note
payable (Note
6)
|
80,000 | - | ||||||
Accrued
interest, note payable (Note
6)
|
2,622 | - | ||||||
Total
current liabilities
|
88,802 | 40,920 | ||||||
TOTAL
LIABILITIES
|
88,802 | 40,920 | ||||||
STOCKHOLDERS’
DEFICIT
|
||||||||
Capital
Stock (Note
3)
|
||||||||
Authorized:
|
||||||||
100,000,000
common shares, $0.00001 par value
|
||||||||
Issued
and outstanding shares:
|
||||||||
6,238,889
common shares
|
62 | 62 | ||||||
Capital
in excess of par value
|
146,440 | 146,440 | ||||||
Deficit
accumulated during the development stage
|
(230,970 | ) | (175,501 | ) | ||||
Total
stockholders’ deficit
|
(84,468 | ) | (28,999 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 4,334 | $ | 11,921 |
Cumulative
|
||||||||||||
from
Inception
|
||||||||||||
(September
12, 2005)
|
||||||||||||
Year
Ended September 30,
|
to
September 30,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
(Unaudited)
|
||||||||||||
Income
|
$ | - | $ | - | $ | - | ||||||
Expenses
|
||||||||||||
Mineral
property costs
|
1,900 | 5,032 | 35,721 | |||||||||
Professional
fees
|
42,922 | 66,615 | 171,505 | |||||||||
Office
and administrative
|
8,040 | 10,499 | 20,667 | |||||||||
Total
Operating Expenses
|
52,862 | 82,146 | 227,893 | |||||||||
Other
Income (Expense)
|
||||||||||||
Foreign
currency transaction loss
|
- | - | (470 | ) | ||||||||
Interest
income
|
15 | - | 15 | |||||||||
Interest
expense
|
(2,622 | ) | - | (2,622 | ) | |||||||
Total
Other Income (Expense)
|
(2,607 | ) | - | (3,077 | ) | |||||||
Net
Loss Applicable to Common Shares
|
$ | (55,469 | ) | $ | (82,146 | ) | $ | (230,970 | ) | |||
Basic
and Diluted Loss per Common Share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted
Average Number of
|
||||||||||||
Common
Shares Outstanding
|
6,238,889 | 6,190,183 |
Common Shares
Shares Amount
|
Capital
in Excess of Par Value
|
Deficit
Accumulated During the Development Stage
|
Total
|
|||||||||||||||||
Inception
– September 12, 2005
|
– | $ | – | $ | – | $ | – | $ | – | |||||||||||
Common
shares issued for cash at $0.02 per
|
||||||||||||||||||||
share,
September 12, 2005
|
600,000 | 6 | 11,994 | – | 12,000 | |||||||||||||||
Loss
for the period
|
– | – | – | (3,897 | ) | (3,897 | ) | |||||||||||||
Balance
– September 30, 2005 (Unaudited)
|
600,000 | 6 | 11,994 | (3,897 | ) | 8,103 | ||||||||||||||
Common
shares issued for cash at $0.02 per
|
||||||||||||||||||||
share,
June 22, 2006
|
2,500,000 | 25 | 49,975 | – | 50,000 | |||||||||||||||
Loss
for the year
|
– | – | – | (59,786 | ) | (59,786 | ) | |||||||||||||
Balance
– September 30, 2006 (Unaudited)
|
3,100,000 | 31 | 61,969 | (63,683 | ) | (1,683 | ) | |||||||||||||
Common
shares issued for $34,502 in debt,
|
||||||||||||||||||||
September
26, 2007
|
3,000,000 | 30 | 34,472 | – | 34,502 | |||||||||||||||
Loss
for the year
|
– | – | – | (29,672 | ) | (29,672 | ) | |||||||||||||
Balance
– September 30, 2007
|
6,100,000 | 61 | 96,441 | (93,355 | ) | 3,147 | ||||||||||||||
Common
shares issued for cash at $0.36 per
|
||||||||||||||||||||
share,
February 6, 2008
|
138,889 | 1 | 49,999 | - | 50,000 | |||||||||||||||
Loss
for the year
|
- | - | - | (82,146 | ) | (82,146 | ) | |||||||||||||
Balance
– September 30, 2008
|
6,238,889 | 62 | 146,440 | (175,501 | ) | (28,999 | ) | |||||||||||||
Loss
for the year
|
- | - | - | (55,469 | ) | (55,469 | ) | |||||||||||||
Balance
– September 30, 2009
|
6,238,889 | $ | 62 | $ | 146,440 | $ | (230,970 | ) | $ | (84,468 | ) |
Cumulative
|
||||||||||||
From
Inception
|
||||||||||||
(September
12, 2005)
|
||||||||||||
Year
Ended September 30,
|
to
September 30,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
(Unaudited)
|
||||||||||||
Cash
Flow from Operating Activities:
|
||||||||||||
Loss
for the period
|
$ | (55,469 | ) | $ | (82,146 | ) | $ | (230,970 | ) | |||
Adjustments
to reconcile net loss to
|
||||||||||||
net
cash used in operations:
|
||||||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
(Increase)
in withholding tax receivable
|
(4 | ) | - | (4 | ) | |||||||
Increase
(decrease) in accounts payable and accrued liabilities
|
(34,740 | ) | 39,695 | 6,180 | ||||||||
Increase
in accrued interest, note payable
|
2,622 | - | 2,622 | |||||||||
Net
cash used in operating activities
|
(87,591 | ) | (42,451 | ) | (222,172 | ) | ||||||
Cash
Flows from Investing Activities:
|
||||||||||||
Mineral
property reclamation bond
|
- | - | (4,330 | ) | ||||||||
Net
cash used in investing activities
|
- | - | (4,330 | ) | ||||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Proceeds
from note payable
|
80,000 | - | 80,000 | |||||||||
Proceeds
from notes payable – related party
|
- | - | 34,502 | |||||||||
Issuance
of common stock
|
- | 50,000 | 112,000 | |||||||||
Net
cash provided by financing activities
|
80,000 | 50,000 | 226,502 | |||||||||
Net
Increase (decrease) in Cash and Cash Equivalents
|
(7,591 | ) | 7,549 | - | ||||||||
Cash
and Cash Equivalents – Beginning of Period
|
7,591 | 42 | - | |||||||||
Cash
and Cash Equivalents – End of Period
|
$ | - | $ | 7,591 | $ | - | ||||||
Supplemental
Cash Flow Disclosure:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
Non-Cash
Financing and Investing Activities:
|
||||||||||||
Note
payable – related party converted to common stock
|
$ | - | $ | - | $ | 34,502 |
1.
|
Organization
|
2.
|
Significant
Accounting Policies
|
2.
|
Significant
Accounting Policies (continued)
|
Year
Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Net
loss applicable to common shares
|
$ | (55,469 | ) | $ | (82,146 | ) | ||
Weighted
average common shares
|
||||||||
Outstanding
(Basic)
|
6,238,889 | 6,190,183 | ||||||
Options
|
- | - | ||||||
Warrants
|
- | - | ||||||
Weighted
average common shares
|
||||||||
outstanding
(Basic and Diluted)
|
6,238,889 | 6,190,183 | ||||||
Net
loss per share (Basic and Diluted)
|
$ | (0.01 | ) | $ | (0.01 | ) |
2.
|
Significant
Accounting Policies (continued)
|
2.
|
Significant
Accounting Policies (continued)
|
3.
|
Stockholders’
Equity
|
4.
|
Provision
for Income Taxes
|
4.
|
Provision
for Income Taxes
(continued)
|
5.
|
Mineral
Property Costs
|
Cash
Payments
|
||||
Upon
signing of the agreement and transfer of title (paid)
|
$ | 3,500 | ||
On
or before November 23, 2006 (paid)
|
3,500 | |||
On
or before November 23, 2007
|
8,000 | |||
On
or before November 23, 2008
|
10,000 | |||
On
or before November 23, 2009
|
10,000 | |||
On
or before November 23, 2010
|
15,000 | |||
$ | 50,000 |
5.
|
Mineral
Property Costs (continued)
|
6.
|
Note
Payable
|
7.
|
Going
Concern and Liquidity
Considerations
|
8.
|
Subsequent
Events
|