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)    JANUARY 20, 2006
                                                      --------------------------

                         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.)

                        1600 SMITH STREET
                            SUITE 5100
                          HOUSTON, TEXAS                             77002
--------------------------------------------------------------------------------
              (Address of Principal Executive Offices)             (Zip Code)


Registrant's telephone number, including area code  (713) 784-1113
                                                   -----------------------------


--------------------------------------------------------------------------------
          (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 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On January 20, 2006,  Touchstone Resources USA, Inc. (the "Company," "we,"
or "us") entered into a securities  purchase  agreement  with G & S Bennett Ltd.
("GS")  pursuant to which we issued  140,000 units to GS for a purchase price of
$252,000. R. Gerald Bennett, a member of our Board of Directors,  is a principal
equity owner and managing partner of GS. The securities were issued in a private
offering  under the same  agreement and on the same terms and  conditions as all
other participants in the offering.  The information provided in Item 3.02 below
is incorporated herein by this reference.

                   SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

      Between November 14, 2005 and January 27, 2006 we sold 9,318,332 shares of
common stock and warrants to purchase an additional  4,659,166  shares of common
stock for aggregate gross cash proceeds of $8,386,500.  The securities were sold
in units  consisting  of two  shares of our common  stock and one  common  stock
purchase  warrant  at a  purchase  price of $1.80  per  unit.  Each  warrant  is
immediately  exercisable into one (1) share of common stock at an exercise price
of $1.50 per share for a term of three years. The exercise price of the warrants
will be adjusted  for stock  splits,  combinations,  recapitalization  and stock
dividends.  In the  event of a  consolidation  or merger in which we are not the
surviving  corporation  (other than a merger with a wholly owned  subsidiary for
the  purpose of  incorporating  the Company in a  different  jurisdiction),  all
holders of the warrants shall be given at least fifteen (15) days notice of such
transaction  and shall be permitted to exercise the warrants during such fifteen
(15) day period.  Upon expiration of such fifteen (15) day period,  the warrants
shall terminate.

      $6,946,500 of the units were sold in a private offering which we commenced
in August 2005 and  terminated on January 24, 2006 (the "US Private  Offering").
As  previously  reported in our Current  Report on Form 8-K dated  September 30,
2005 and our Quarterly Report on Form 10-QSB for the quarter ended September 30,
2005,  between  August 22, 2005 and October  28,  2005 we sold an  aggregate  of
6,322,224  shares of  common  stock  and  warrants  to  purchase  an  additional
3,161,112  shares of common stock in the US Private Offering for aggregate gross
cash proceeds of  $5,690,001.  After giving  affect to the forgoing,  we sold an
aggregate  of  14,040,556  shares of common  stock and  warrants  to purchase an
additional 7,020,278 shares of common stock for aggregate gross cash proceeds of
$12,636,501 in the US Private  Offering.  The balance of the units consisting of
1,600,000 shares of common stock and warrants to purchase an additional  800,000
shares of common  stock,  were sold for gross cash  proceeds of  $1,440,000 in a
private offering to certain overseas investors which we commenced in August 2005
and terminated on January 27, 2006 (the "Non US Private Offering").

      The  securities  issued in the US Private  Offering were sold 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 aggregate placement agent fees of $903,080 to various broker
dealers  registered under the Securities  Exchange Act of 1934, as amended,  and
members of the National  Association of Securities Dealers,  Inc. We also issued
warrants to certain of the placement  agents to purchase  shares of common stock
equal to 8% of the shares included in the units sold by such placement agents at
an exercise  price of $1.50 per share in payment of additional  placement  agent
fees.  The other  material terms of these warrants are identical to the terms of
the warrants issued to investors in the US Private Offering and described above.

      The  securities  sold in the Non US  Private  Offering  were  issued  in a
private  placement  transaction  to two  accredited  investors who are not "U.S.
persons" pursuant to the exemption from  registration  provided by Rules 901 and
903 of Regulation S under the  Securities  Act. We paid  consulting  fees in the
amount of $115,200 in connection with this transaction


                                       2
<PAGE>

      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 the
US Private Offering a registration statement under the Securities Act permitting
the  public  resale of the  shares of common  stock and  shares of common  stock
issuable upon exercise of the warrants  issued in the offerings.  We have agreed
to pay certain  penalties  to the  purchasers  of the units if the  registration
statement  is not filed within 60 days after the  termination  of the US Private
Offering  (the  "Filing  Deadline")  or if  the  registration  statement  is not
declared  effective  within  150 days  after the  termination  of the US Private
Offering (the "Effectiveness Deadline"). The penalties are payable in additional
shares of our common stock valued at the average closing price of our shares for
the five trading days  preceding the date payment of such  penalties is demanded
by purchasers of the units.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

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

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

10.1              Form of  Securities  Purchase  Agreement  by and  between  the
                  Company and Purchasers of Units consisting of shares of Common
                  Stock and Warrants

10.2              Form of Warrant  issued to Purchasers  of Units  consisting of
                  shares of Common Stock and Warrants

10.3              Form of Warrant issued to Placement Agents in Unit Offering of
                  shares of Common Stock and Warrants

10.4              Form of  Securities  Purchase  Agreement  by and  between  the
                  Company and Non US Purchasers of Units consisting of shares of
                  Common Stock and Warrants

10.5              Form  of  Warrant   issued  to  Non  US  Purchasers  of  Units
                  consisting of shares of Common Stock and Warrants


                                       3
<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:  January 30, 2006                  By: /s/ Roger Abel
                                              ----------------------------------
                                                 Roger Abel
                                                 Chief Executive Officer


                                       4
<PAGE>

                                  EXHIBIT INDEX


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


10.1              Form of  Securities  Purchase  Agreement  by and  between  the
                  Company and Purchasers of Units consisting of shares of Common
                  Stock and Warrants

10.2              Form of Warrant  issued to Purchasers  of Units  consisting of
                  shares of Common Stock and Warrants

10.3              Form of Warrant issued to Placement Agents in Unit Offering of
                  shares of Common Stock and Warrants

10.4              Form of  Securities  Purchase  Agreement  by and  between  the
                  Company and Non US Purchasers of Units consisting of shares of
                  Common Stock and Warrants

10.5              Form  of  Warrant   issued  to  Non  US  Purchasers  of  Units
                  consisting of shares of Common Stock and Warrants


                                       5
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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)    JANUARY 20, 2006
                                                      --------------------------

                         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.)

                        1600 SMITH STREET
                            SUITE 5100
                          HOUSTON, TEXAS                             77002
--------------------------------------------------------------------------------
              (Address of Principal Executive Offices)             (Zip Code)

Registrant's telephone number, including area code  (713) 784-1113
                                                   -----------------------------

--------------------------------------------------------------------------------
          (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 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On January 20, 2006,  Touchstone Resources USA, Inc. (the "Company," "we,"
or "us") entered into a securities  purchase  agreement  with G & S Bennett Ltd.
("GS")  pursuant to which we issued  140,000 units to GS for a purchase price of
$252,000. R. Gerald Bennett, a member of our Board of Directors,  is a principal
equity owner and managing partner of GS. The securities were issued in a private
offering  under the same  agreement and on the same terms and  conditions as all
other participants in the offering.  The information provided in Item 3.02 below
is incorporated herein by this reference.

                   SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

      Between November 14, 2005 and January 27, 2006 we sold 9,318,332 shares of
common stock and warrants to purchase an additional  4,659,166  shares of common
stock for aggregate gross cash proceeds of $8,386,500.  The securities were sold
in units  consisting  of two  shares of our common  stock and one  common  stock
purchase  warrant  at a  purchase  price of $1.80  per  unit.  Each  warrant  is
immediately  exercisable into one (1) share of common stock at an exercise price
of $1.50 per share for a term of three years. The exercise price of the warrants
will be adjusted  for stock  splits,  combinations,  recapitalization  and stock
dividends.  In the  event of a  consolidation  or merger in which we are not the
surviving  corporation  (other than a merger with a wholly owned  subsidiary for
the  purpose of  incorporating  the Company in a  different  jurisdiction),  all
holders of the warrants shall be given at least fifteen (15) days notice of such
transaction  and shall be permitted to exercise the warrants during such fifteen
(15) day period.  Upon expiration of such fifteen (15) day period,  the warrants
shall terminate.

      $6,946,500 of the units were sold in a private offering which we commenced
in August 2005 and  terminated on January 24, 2006 (the "US Private  Offering").
As  previously  reported in our Current  Report on Form 8-K dated  September 30,
2005 and our Quarterly Report on Form 10-QSB for the quarter ended September 30,
2005,  between  August 22, 2005 and October  28,  2005 we sold an  aggregate  of
6,322,224  shares of  common  stock  and  warrants  to  purchase  an  additional
3,161,112  shares of common stock in the US Private Offering for aggregate gross
cash proceeds of  $5,690,001.  After giving  affect to the forgoing,  we sold an
aggregate  of  14,040,556  shares of common  stock and  warrants  to purchase an
additional 7,020,278 shares of common stock for aggregate gross cash proceeds of
$12,636,501 in the US Private  Offering.  The balance of the units consisting of
1,600,000 shares of common stock and warrants to purchase an additional  800,000
shares of common  stock,  were sold for gross cash  proceeds of  $1,440,000 in a
private offering to certain overseas investors which we commenced in August 2005
and terminated on January 27, 2006 (the "Non US Private Offering").

      The  securities  issued in the US Private  Offering were sold 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 aggregate placement agent fees of $903,080 to various broker
dealers  registered under the Securities  Exchange Act of 1934, as amended,  and
members of the National  Association of Securities Dealers,  Inc. We also issued
warrants to certain of the placement  agents to purchase  shares of common stock
equal to 8% of the shares included in the units sold by such placement agents at
an exercise  price of $1.50 per share in payment of additional  placement  agent
fees.  The other  material terms of these warrants are identical to the terms of
the warrants issued to investors in the US Private Offering and described above.

      The  securities  sold in the Non US  Private  Offering  were  issued  in a
private  placement  transaction  to two  accredited  investors who are not "U.S.
persons" pursuant to the exemption from  registration  provided by Rules 901 and
903 of Regulation S under the  Securities  Act. We paid  consulting  fees in the
amount of $115,200 in connection with this transaction

                                       2
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 the
US Private Offering a registration statement under the Securities Act permitting
the  public  resale of the  shares of common  stock and  shares of common  stock
issuable upon exercise of the warrants  issued in the offerings.  We have agreed
to pay certain  penalties  to the  purchasers  of the units if the  registration
statement  is not filed within 60 days after the  termination  of the US Private
Offering  (the  "Filing  Deadline")  or if  the  registration  statement  is not
declared  effective  within  150 days  after the  termination  of the US Private
Offering (the "Effectiveness Deadline"). The penalties are payable in additional
shares of our common stock valued at the average closing price of our shares for
the five trading days  preceding the date payment of such  penalties is demanded
by purchasers of the units.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

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

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

10.1              Form of  Securities  Purchase  Agreement  by and  between  the
                  Company and Purchasers of Units consisting of shares of Common
                  Stock and Warrants

10.2              Form of Warrant  issued to Purchasers  of Units  consisting of
                  shares of Common Stock and Warrants

10.3              Form of Warrant issued to Placement Agents in Unit Offering of
                  shares of Common Stock and Warrants

10.4              Form of  Securities  Purchase  Agreement  by and  between  the
                  Company and Non US Purchasers of Units consisting of shares of
                  Common Stock and Warrants

10.5              Form  of  Warrant   issued  to  Non  US  Purchasers  of  Units
                  consisting of shares of Common Stock and Warrants

                                       3
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:  January 30, 2006                  By: /s/ Roger Abel
                                              ----------------------------------
                                                 Roger Abel
                                                 Chief Executive Officer

                                       4
EXHIBIT INDEX

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

10.1              Form of  Securities  Purchase  Agreement  by and  between  the
                  Company and Purchasers of Units consisting of shares of Common
                  Stock and Warrants

10.2              Form of Warrant  issued to Purchasers  of Units  consisting of
                  shares of Common Stock and Warrants

10.3              Form of Warrant issued to Placement Agents in Unit Offering of
                  shares of Common Stock and Warrants

10.4              Form of  Securities  Purchase  Agreement  by and  between  the
                  Company and Non US Purchasers of Units consisting of shares of
                  Common Stock and Warrants

10.5              Form  of  Warrant   issued  to  Non  US  Purchasers  of  Units
                  consisting of shares of Common Stock and Warrants

                                       5