UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


   Date of report (Date of earliest event reported)    March 30, 2005

                         Touchstone Resources USA, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


        Delaware                     50228                   33-0967974
--------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission                (IRS Employer
    of Incorporation)            File Number)            Identification No.)

                           111 Presidential Boulevard,
                                    Suite 165
                        Bala Cynywyd, Pennsylvania             19004
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices)     (Zip Code)


Registrant's telephone number, including area code    (610) 771-0680


--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written  communications  pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

                   Section 3 - Securities And Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

      We are currently engaged in concurrent private offerings (the "Offerings")
of units  comprised of shares of our series A  convertible  preferred  stock and
warrants to purchase  shares of our common  stock at a purchase  price of $11.00
per  unit.  Each unit is  comprised  of one  share of our  series A  convertible
preferred  stock and one common stock purchase  warrant.  Each share of series A
convertible  preferred  stock is  immediately  convertible  at the option of the
holder into ten (10) shares of common  stock at an initial  conversion  price of
$1.10 per share. Each warrant is immediately exercisable into five (5) shares of
common stock at an exercise  price of $1.50 per share for a term of three years.
The first  offering is being carried out on a "best  efforts"  basis solely to a
limited number of accredited  investors in the United States (the  "Regulation D
Offering").  The second  offering is being carried out on a "best efforts" basis
solely to a limited  number of accredited  investors who are not "U.S.  persons"
(the "Regulation S Offering").

      On March 30, 2005,  we conducted  an initial  closing of the  Regulation D
Offering  in which  we sold  204,100  units  for  aggregate  gross  proceeds  of
$2,245,100.  The  foregoing  securities  were  issued  in  a  private  placement
transaction  to a  limited  number  of  accredited  investors  pursuant  to  the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  and  Rule  506  of  Regulation  D
thereunder.  We paid  commissions and expenses of $291,857.60 to Legend Merchant
Group,  Inc., a broker-dealer  registered  under the Securities  Exchange Act of
1934, as amended, and member of the NASD and the SIPC.

      As of April 5,  2005,  we have  sold  247,727  units in the  Regulation  S
Offering for aggregate  gross proceeds of $2,724,997.  The foregoing  securities
were issued in a private placement transaction to a limited number of accredited
investors who are not "U.S. persons" pursuant to the exemption from registration
provided  by  Rule  901 of  Regulation  S  under  the  Securities  Act.  We paid
investment  banking  fees in the amount of $220,000 to an  independent  third
party consultant in connection with this transaction.

Series A Convertible Preferred Stock
------------------------------------

      Each share of our series A convertible preferred stock ("Series A Shares")
is initially  convertible into ten (10) shares of our common stock at an initial
conversion  price of $1.10  per  share.  The  conversion  price  is  subject  to
proportional  adjustment for stock splits,  combinations,  recapitalizations and
stock  dividends.  In addition,  if, prior to June 30, 2005, we issue additional
shares of our common stock or securities  convertible or exercisable into shares
of our common  stock in a capital  raising  transaction  in which we realize net
proceeds  equal to at least fifty percent (50%) of the net proceeds  realized in
the Regulation D Offering,  the conversion price in effect  immediately prior to
such issuance will  automatically  be adjusted to a price equal to the aggregate
consideration per share received by us in such transaction.

      The  Series A Shares  are  convertible  at any time at the  option  of the
holder, and are subject to mandatory  conversion in the event that: (i) there is
an effective  registration  statement  covering the public sale of the shares of
our common stock  underlying the Series A Shares;  and (ii) the volume  weighted
average  closing price per share of our common stock for 20 consecutive  trading
days is equal to or greater than 150% of the conversion price. In the event of a
merger or other transaction in which we are not the surviving  corporation,  the
Series  A  Shares  and all  accrued  and  unpaid  dividends  due  thereon,  will
automatically  convert into common stock and participate in such merger or other
transaction.

                                       2
<PAGE>

      Holders of our Series A Shares are  entitled to receive  dividends  at the
rate of eight  percent (8%) per annum of the $11.00  stated value of such shares
payable on an annual basis on December 31 of each year after  issuance,  or upon
earlier conversion, out of funds legally available therefor;  provided, however,
that at the option of the holder, such dividends shall be payable in kind at the
rate of 12% per annum of the $11.00  stated  value of such shares by issuance of
shares of our common stock having a fair market value equal to the amount of the
dividend.  For this purpose,  fair market value is defined as the average of the
high and low bid prices for our shares of common  stock as  reported  on the OTC
Bulletin Board for the five (5) trading days immediately  preceding the date the
dividend is paid.

      In the event of liquidation, dissolution or winding up of the Company, the
holders of our Series A Shares shall be entitled to a liquidation  preference of
$11.00 per share plus all accrued and unpaid  dividends  prior to any payment or
distribution to holders of shares of our common stock.

Warrants
--------

      Each  warrant is  exercisable  at an initial  exercise  price of $1.50 per
share and terminates three years after the date of issuance.  The exercise price
of  the   warrants   will  be   adjusted   for   stock   splits,   combinations,
recapitalization  and stock  dividends.  If,  prior to June 30,  2005,  we issue
additional options or warrants that have an exercise price that is less than the
exercise price of the warrants in effect immediately prior to such issuance in a
capital  raising  transaction in which we realize net proceeds equal to at least
fifty percent (50%) of the net proceeds  realized in the  Regulation D Offering,
the exercise  price of the warrants  will  automatically  be adjusted to a price
equal to the  exercise  price per share of such other  warrants or options.  The
warrants  are  subject  to a call  provision  that  provides  that if the volume
weighted  average closing price per share of our common stock for 20 consecutive
trading days following the effectiveness of a registration  statement permitting
the public  sale of the shares  underlying  the  warrants is equal to or greater
than  150%  of the  then  applicable  exercise  price,  we will  have  unlimited
discretion  to call the warrants for surrender 15 business days after we provide
written notice to the holders of the warrants. If the warrants are not exercised
during such 15 business day period, they will terminate.

      We have  agreed  to use our best  efforts  to  prepare  and file  with the
Securities and Exchange  Commission within 60 days after the termination of each
of the  Offerings,  respectively,  but in no case  later  than 90 days after the
termination of each of the  Offerings,  respectively,  a registration  statement
under the  Securities  Act  permitting the public resale of the shares of common
stock  issuable upon  conversion  or exercise,  as  applicable,  of the Series A
Shares and  warrants  issued in the  Offerings.  We have  agreed to pay  certain
penalties to the subscribers in the Offerings if the  registration  statement is
not filed within 90 days after the termination of the applicable  Offering or if
the registration  statement is not declared  effective within 180 days after the
termination of the applicable Offering.

                                       3
<PAGE>


                 Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

      Our Board of Directors has the  authority,  without  further action by our
stockholders,  to issue shares of preferred stock in one or more series,  and to
fix, as to any such series, any dividend rate,  redemption price,  preference on
liquidation  or  dissolution,  sinking  fund terms,  conversion  rights,  voting
rights, and any other preference or special rights and qualifications.  Pursuant
to this authority, on March 29, 2005, we filed a Certificate of Designation with
the  Delaware  Secretary of State  designate  2,000,000  of our  authorized  but
unissued shares of preferred stock as Series A Convertible Preferred Stock.

      The  information  set  forth  under  the  caption  "Series  A  Convertible
Preferred Stock" in Item 3.02 above is hereby incorporated by reference.

                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed with this report:

Exhibit No.       Description of Exhibit
-----------       ----------------------

3.1               Certificate of Designation of Series A Convertible Preferred
                  Stock

4.1               Form of Warrant to Purchase Shares of Common Stock issued to
                  Purchasers in the Regulation D Offering.

4.2               Form of Warrant to Purchase Shares of Common Stock issued to
                  Purchasers in the Regulation S Offering.

4.3               Form of Registration Rights Provisions for Purchasers in the
                  Regulation S Offering and Regulation D Offering.

                                       4
<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          Touchstone Resources USA, Inc.



Date:  April 5, 2005                      By: /s/ Stephen P. Harrington
                                              --------------------------------
                                                Stephen P. Harrington
                                                Chief Executive Officer

                                       5

<PAGE>

                                  EXHIBIT INDEX



Exhibit No.       Description of Exhibit
-----------       ----------------------

3.1               Certificate of Designation of Series A Convertible Preferred
                  Stock

4.1               Form of Warrant to Purchase Shares of Common Stock issued to
                  Purchasers in the Regulation D Offering.

4.2               Form of Warrant to Purchase Shares of Common Stock issued to
                  Purchasers in the Regulation S Offering.

4.3               Form of Registration Rights Provisions for Purchasers in the
                  Regulation S Offering and Regulation D Offering.
{"company-data": {"conformed-name": "TOUCHSTONE RESOURCES USA, INC.", "cik": "0001162721", "assigned-sic": "5812", "irs-number": "330967974", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50228", "film-number": "05734810"}, "business-address": {"street1": "111 PRESIDENTIAL BOULEVARD,", "street2": "SUITE 165", "city": "BALA CYNWYD", "state": "PA", "zip": "19004", "phone": "6107710680"}, "mail-address": {"street1": "111 PRESIDENTIAL BOULEVARD,", "street2": "SUITE 165", "city": "BALA CYNWYD", "state": "PA", "zip": "19004"}, "former-company": {"former-conformed-name": "COFFEE EXCHANGE INC", "date-changed": "20011127"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

   Date of report (Date of earliest event reported)    March 30, 2005

                         Touchstone Resources USA, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                     50228                   33-0967974
--------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission                (IRS Employer
    of Incorporation)            File Number)            Identification No.)

                           111 Presidential Boulevard,
                                    Suite 165
                        Bala Cynywyd, Pennsylvania             19004
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices)     (Zip Code)

Registrant's telephone number, including area code    (610) 771-0680

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written  communications  pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 3 - Securities And Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

      We are currently engaged in concurrent private offerings (the "Offerings")
of units  comprised of shares of our series A  convertible  preferred  stock and
warrants to purchase  shares of our common  stock at a purchase  price of $11.00
per  unit.  Each unit is  comprised  of one  share of our  series A  convertible
preferred  stock and one common stock purchase  warrant.  Each share of series A
convertible  preferred  stock is  immediately  convertible  at the option of the
holder into ten (10) shares of common  stock at an initial  conversion  price of
$1.10 per share. Each warrant is immediately exercisable into five (5) shares of
common stock at an exercise  price of $1.50 per share for a term of three years.
The first  offering is being carried out on a "best  efforts"  basis solely to a
limited number of accredited  investors in the United States (the  "Regulation D
Offering").  The second  offering is being carried out on a "best efforts" basis
solely to a limited  number of accredited  investors who are not "U.S.  persons"
(the "Regulation S Offering").

      On March 30, 2005,  we conducted  an initial  closing of the  Regulation D
Offering  in which  we sold  204,100  units  for  aggregate  gross  proceeds  of
$2,245,100.  The  foregoing  securities  were  issued  in  a  private  placement
transaction  to a  limited  number  of  accredited  investors  pursuant  to  the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  and  Rule  506  of  Regulation  D
thereunder.  We paid  commissions and expenses of $291,857.60 to Legend Merchant
Group,  Inc., a broker-dealer  registered  under the Securities  Exchange Act of
1934, as amended, and member of the NASD and the SIPC.

      As of April 5,  2005,  we have  sold  247,727  units in the  Regulation  S
Offering for aggregate  gross proceeds of $2,724,997.  The foregoing  securities
were issued in a private placement transaction to a limited number of accredited
investors who are not "U.S. persons" pursuant to the exemption from registration
provided  by  Rule  901 of  Regulation  S  under  the  Securities  Act.  We paid
investment  banking  fees in the amount of $220,000 to an  independent  third
party consultant in connection with this transaction.

Series A Convertible Preferred Stock
------------------------------------

      Each share of our series A convertible preferred stock ("Series A Shares")
is initially  convertible into ten (10) shares of our common stock at an initial
conversion  price of $1.10  per  share.  The  conversion  price  is  subject  to
proportional  adjustment for stock splits,  combinations,  recapitalizations and
stock  dividends.  In addition,  if, prior to June 30, 2005, we issue additional
shares of our common stock or securities  convertible or exercisable into shares
of our common  stock in a capital  raising  transaction  in which we realize net
proceeds  equal to at least fifty percent (50%) of the net proceeds  realized in
the Regulation D Offering,  the conversion price in effect  immediately prior to
such issuance will  automatically  be adjusted to a price equal to the aggregate
consideration per share received by us in such transaction.

      The  Series A Shares  are  convertible  at any time at the  option  of the
holder, and are subject to mandatory  conversion in the event that: (i) there is
an effective  registration  statement  covering the public sale of the shares of
our common stock  underlying the Series A Shares;  and (ii) the volume  weighted
average  closing price per share of our common stock for 20 consecutive  trading
days is equal to or greater than 150% of the conversion price. In the event of a
merger or other transaction in which we are not the surviving  corporation,  the
Series  A  Shares  and all  accrued  and  unpaid  dividends  due  thereon,  will
automatically  convert into common stock and participate in such merger or other
transaction.

                                       2
Holders of our Series A Shares are  entitled to receive  dividends  at the
rate of eight  percent (8%) per annum of the $11.00  stated value of such shares
payable on an annual basis on December 31 of each year after  issuance,  or upon
earlier conversion, out of funds legally available therefor;  provided, however,
that at the option of the holder, such dividends shall be payable in kind at the
rate of 12% per annum of the $11.00  stated  value of such shares by issuance of
shares of our common stock having a fair market value equal to the amount of the
dividend.  For this purpose,  fair market value is defined as the average of the
high and low bid prices for our shares of common  stock as  reported  on the OTC
Bulletin Board for the five (5) trading days immediately  preceding the date the
dividend is paid.

      In the event of liquidation, dissolution or winding up of the Company, the
holders of our Series A Shares shall be entitled to a liquidation  preference of
$11.00 per share plus all accrued and unpaid  dividends  prior to any payment or
distribution to holders of shares of our common stock.

Warrants
--------

      Each  warrant is  exercisable  at an initial  exercise  price of $1.50 per
share and terminates three years after the date of issuance.  The exercise price
of  the   warrants   will  be   adjusted   for   stock   splits,   combinations,
recapitalization  and stock  dividends.  If,  prior to June 30,  2005,  we issue
additional options or warrants that have an exercise price that is less than the
exercise price of the warrants in effect immediately prior to such issuance in a
capital  raising  transaction in which we realize net proceeds equal to at least
fifty percent (50%) of the net proceeds  realized in the  Regulation D Offering,
the exercise  price of the warrants  will  automatically  be adjusted to a price
equal to the  exercise  price per share of such other  warrants or options.  The
warrants  are  subject  to a call  provision  that  provides  that if the volume
weighted  average closing price per share of our common stock for 20 consecutive
trading days following the effectiveness of a registration  statement permitting
the public  sale of the shares  underlying  the  warrants is equal to or greater
than  150%  of the  then  applicable  exercise  price,  we will  have  unlimited
discretion  to call the warrants for surrender 15 business days after we provide
written notice to the holders of the warrants. If the warrants are not exercised
during such 15 business day period, they will terminate.

      We have  agreed  to use our best  efforts  to  prepare  and file  with the
Securities and Exchange  Commission within 60 days after the termination of each
of the  Offerings,  respectively,  but in no case  later  than 90 days after the
termination of each of the  Offerings,  respectively,  a registration  statement
under the  Securities  Act  permitting the public resale of the shares of common
stock  issuable upon  conversion  or exercise,  as  applicable,  of the Series A
Shares and  warrants  issued in the  Offerings.  We have  agreed to pay  certain
penalties to the subscribers in the Offerings if the  registration  statement is
not filed within 90 days after the termination of the applicable  Offering or if
the registration  statement is not declared  effective within 180 days after the
termination of the applicable Offering.

                                       3
Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

      Our Board of Directors has the  authority,  without  further action by our
stockholders,  to issue shares of preferred stock in one or more series,  and to
fix, as to any such series, any dividend rate,  redemption price,  preference on
liquidation  or  dissolution,  sinking  fund terms,  conversion  rights,  voting
rights, and any other preference or special rights and qualifications.  Pursuant
to this authority, on March 29, 2005, we filed a Certificate of Designation with
the  Delaware  Secretary of State  designate  2,000,000  of our  authorized  but
unissued shares of preferred stock as Series A Convertible Preferred Stock.

      The  information  set  forth  under  the  caption  "Series  A  Convertible
Preferred Stock" in Item 3.02 above is hereby incorporated by reference.

                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed with this report:

Exhibit No.       Description of Exhibit
-----------       ----------------------

3.1               Certificate of Designation of Series A Convertible Preferred
                  Stock

4.1               Form of Warrant to Purchase Shares of Common Stock issued to
                  Purchasers in the Regulation D Offering.

4.2               Form of Warrant to Purchase Shares of Common Stock issued to
                  Purchasers in the Regulation S Offering.

4.3               Form of Registration Rights Provisions for Purchasers in the
                  Regulation S Offering and Regulation D Offering.

                                       4
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          Touchstone Resources USA, Inc.

Date:  April 5, 2005                      By: /s/ Stephen P. Harrington
                                              --------------------------------
                                                Stephen P. Harrington
                                                Chief Executive Officer

                                       5
EXHIBIT INDEX

Exhibit No.       Description of Exhibit
-----------       ----------------------

3.1               Certificate of Designation of Series A Convertible Preferred
                  Stock

4.1               Form of Warrant to Purchase Shares of Common Stock issued to
                  Purchasers in the Regulation D Offering.

4.2               Form of Warrant to Purchase Shares of Common Stock issued to
                  Purchasers in the Regulation S Offering.

4.3               Form of Registration Rights Provisions for Purchasers in the
                  Regulation S Offering and Regulation D Offering.