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) November 29, 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.)

                                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.

Sale of Units to Director and Chief Executive Officer.

      On November 29, 2005, Touchstone Resources USA, Inc. (the "Company," "we,"
or "us") entered into a securities purchase agreement with The Abel Family Trust
(the "Trust") pursuant to which we issued 138,889 units to the Trust for a
purchase price of $250,000. Roger Abel, our Chairman and Chief Executive
Officer, serves as the trustee and is a beneficiary of the Trust. The securities
were issued in a private offering on the same terms and conditions as all other
participants in the offering.

      Each unit consisted of two shares of our common stock and one common stock
purchase warrant. The purchase price per unit was $1.80. Each warrant is
immediately exercisable into one 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 days notice of such
transaction and shall be permitted to exercise the warrants during such
fifteen-day period. Upon expiration of such fifteen-day period, the warrants
shall 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
the offering a registration statement under the Securities Act of 1933, as
amended (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 offering. 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 offering or if the registration statement is
not declared effective within 150 days after the termination of the offering.

Non-Employee Director Compensation Policy.

      On November 29, 2005, our Board of Directors adopted a board compensation
policy. The policy provides for a payment to all non-employee directors
consisting of options upon joining the Board, an annual stipend, and fees for
attendance at Board and committee meetings. Upon appointment, non-employee
directors will receive options to purchase 100,000 shares of common stock at an
exercise price equal to the closing price of our common stock on the date of
grant which will vest in full one year form the date of grant and have a term of
ten years. The annual stipend for board service is $40,000, and $55,000 in the
case of the chairman of the audit committee, together with options to purchase
40,000 shares of common stock, and 55,000 shares in the case of the chairman of
the audit committee, issuable on the last trading day of each year at an
exercise price equal to the closing price of our common stock on the date of
grant. Such options will be vested in full upon issuance and have a term of ten
years.

      In accordance with the forgoing policy, we issued options under the
Touchstone Resources USA, Inc. 2005 Stock Incentive Plan (the "Plan") to
purchase 100,000 shares of common stock to each of Robert E. Irelan and Richard
Gerald Bennett upon their appointment to the Board of Directors on November 29,
2005. The options have an exercise price of $0.83 per share, the last sales
price of our common stock on the date of grant, vest one year from the date of
grant, expire November 28, 2015, and are otherwise subject to the terms of the
Plan.


                                       2
<PAGE>

                 Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers.

      On November 29, 2005, we appointed Richard Gerald Bennett and Robert E.
Irelan to our Board of Directors. Neither Mr. Bennett nor Mr. Irelan has engaged
in any transaction with us during the past two years, neither has an indirect
interest in any transaction which we are currently a party or which we have been
a party to during the last two years, and there is no proposal to engage in any
such transaction. In addition, there is no agreement or arrangement between
either Mr. Bennett or Mr. Irelan and any other person pursuant to which either
was selected as a director. We expect that each will be appointed to serve on
our audit, compensation, and nominating committees.

      Richard Gerald Bennett. Mr. Bennett has nearly 40 years of experience in
the petroleum and related industries. From July 2000 until March 2005, he served
as President and CEO of Total Safety, Inc., a safety services provider to the
energy industry. From June 1996 until November 1999, he worked for Equitable
Resources, Inc. as President and CEO of ERI Supply and Logistics where he
directed oil and gas exploration, midstream operations, and wholesale marketing
efforts. During his career, Mr. Bennett has served as President of Enron Gas
Services, Chairman and CEO of Houston Pipeline Company, President and COO of
Perry Gas Companies, Vice President of Parker Drilling Company, and Manager of
Gas Activities for Conoco, Inc. Mr. Bennett is currently a Director of the
Memorial Hermann Healthcare System Board, a Texas based not-for-profit
healthcare system, and Chairman of the Memorial Hermann Hospital Board.

      Mr. Bennett is actively involved in numerous civic, educational and
business organizations. These include serving as a Director of the Houston Music
Hall Foundation and Chairman of the Building and Operations Committee, Trustee
on the Advisory Board of the Houston Ballet Foundation, Senior Fellow and past
Vice President of the American Leadership Forum, member of the Oklahoma State
University Engineering Hall of Fame and the Oklahoma State University Human
Environmental Sciences Hall of Fame, and Trustee of the Texas Tech University
School of Industrial Engineering Advisory Council.

      Mr. Bennett is a graduate of Oklahoma State University with a B.S and M.S
in Industrial Engineering and Management, and a graduate of The Harvard Business
School Program for Management Development.

      Robert E. Irelan. Mr. Irelan has over 37 years of experience in the oil
and gas industry. From 1998 until his retirement in December 2002, Mr. Irelan
served as Executive Vice President of Worldwide Operations of Occidental Oil and
Gas Corporation. Prior to that, he worked for Conoco, Inc. in a series of
increasingly responsible positions, including Manager of Projects and
Engineering for Conoco's worldwide engineering organization, Manager of Conoco's
Worldwide Production Budgets and Planning, Managing Director of Conoco United
Kingdom Ltd., and Regional Manager for Conoco Upstream Onshore. Since
retirement, Mr. Irelan has engaged in several entrepreneurial ventures,
including Rapid Retail Solutions, LLC, a developer of computer solutions for the
restaurant business, and BISS Product Development LLC, a new product design
company. Mr. Irelan is a graduate of Colorado School of Mines with a B.S. in
Petroleum Engineering, including advanced studies in Mineral Economics.


                                       3
<PAGE>

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

      We recently conducted a comprehensive analysis of our corporate governance
structure and policies which included a review of our certificate of
incorporation, bylaws and Board policies, as well as the composition of our
Board of Directors. In connection with this review, we have amended our bylaws
effective November 29, 2005 to: (i) be consistent with our certificate of
incorporation; (ii) include additional provisions permitted by the Delaware
General Corporation Law; and (iii) include additional provisions regarding the
management of the business and affairs of the Company. Set forth below is a
brief description of the material amendments to our bylaws. The following should
be read in conjunction with our Amended and Restated Bylaws, which are attached
as Exhibit 3.1 to this Current Report, and is qualified in its entirety by
reference to the Amended and Restated Bylaws.

      First, we amended certain provisions of our bylaws to be consistent with
our certificate of incorporation. Specifically, our certificate of incorporation
provides that directors may only be removed for a cause upon the affirmative
vote of holders of 75% of our outstanding shares, that the maximum number of
directors shall be five (5), and requires the affirmative vote of holders of
two-thirds of our outstanding shares to amend our bylaws. Our bylaws have been
amended to be consistent with the foregoing. Our bylaws previously contained
provisions that were inconsistent with the forgoing.

      Second, we amended our bylaws to include additional provisions permitted
by the Delaware General Corporation Law. These include, providing for notice of
stockholder meetings to be delivered to stockholders by electronic transmission
if consented to by such stockholder, providing for a proxy to be valid for up to
three (3) years after the date of its execution, and prohibiting us from
adjourning a meeting of stockholders for more than thirty (30) days without
providing notice to stockholders.

      Finally, we amended our bylaws to include additional provisions regarding
the management of the business and affairs of the Company. These include:

            o     Eliminating the right of stockholders holding at least 10% of
                  our outstanding shares to call a special meeting of
                  stockholders and providing that the only business to be
                  conducted at a special meeting of stockholders shall be as set
                  forth in the notice of such meeting. Our bylaws previously
                  permitted holders of at least 10% of our outstanding shares to
                  call a special meeting of stockholders and did not limit the
                  business to be conducted at a special meeting to those set
                  forth in the notice of such meeting.

            o     Providing that special meetings of the Board may only be
                  called by the chairman of the board, chief executive officer,
                  president or two or more directors. Our bylaws previously
                  permitted special meetings of the Board to be called by one
                  director.

            o     Permitting us to compensate our directors. Our bylaws
                  previously prohibited us from paying any compensation to our
                  directors.


                                       4
<PAGE>

            o     Including an advance notice provision for presentment of
                  stockholder proposals at any annual meeting of stockholders.
                  Under the provision, stockholders seeking to present business
                  at an annual meeting of stockholders must comply with the
                  detailed procedures included in the Amended and Restated
                  Bylaws including, but not limited to, providing timely notice
                  to us of such proposals. For notice to be timely, it must be
                  received by us not less than 90 days nor more than 120 days
                  prior to the first anniversary of the preceding year's annual
                  meeting; provided, however, that in the case of the annual
                  meeting of stockholders to be held in 2006 or in the event
                  that the date of the annual meeting in any other year is
                  advanced by more than twenty (20) days, or delayed by more
                  than sixty (60) days, from the first anniversary of the
                  preceding year's annual meeting, a stockholder's notice must
                  be received not earlier than the 120th day prior to such
                  annual meeting and not later than the close of business on the
                  later of (i) the 90th day prior to such annual meeting and
                  (ii) the tenth day following the day on which notice of the
                  date of such annual meeting was mailed or public disclosure of
                  the date of such annual meeting was made, whichever occurs
                  first. Public disclosure includes disclosure in a press
                  release reported by the Dow Jones News Service, Associated
                  Press or comparable national news service, or in a document
                  publicly filed by us with the Securities and Exchange
                  Commission pursuant to Section 13, 14 or 15(d) of the
                  Securities Exchange Act of 1934, as amended.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
          Provision of the Code of Ethics.

      On November 29, 2005, we amended our Code of Ethics (the "Code of Ethics")
applicable to our Chief Executive Officer and Senior Financial Officers
(collectively, "Senior Officers"). In connection with our comprehensive review
of our bylaws, corporate governance principles, and internal policies related to
all of our employees, including our directors and executive officers, we
concluded that although our existing Code of Ethics was sufficient for purposes
of compliance with applicable federal securities laws, we should improve it to
more effectively communicate our commitment to establishing the highest ethical
standards and to provide additional guidance to our Senior Officers in achieving
that objective.

      The amendments include:

            o     More detailed and comprehensive procedures relating to the
                  preparation of reports and documents that we file with the
                  Securities and Exchange Commission. These include explicit
                  requirements that all Senior Officers report to the audit
                  committee any material information that affects the
                  disclosures made in our public filings and any significant
                  information regarding any deficiencies in the design or
                  operation of our internal controls which could adversely
                  affect our ability to record, process, summarize, and report
                  financial data and report to our Chief Executive Officer or
                  internal legal counsel, if any, and to our audit committee,
                  any information concerning any violation of our code of
                  business conduct and ethics applicable to all employees or any
                  evidence of a material violation of the securities or other
                  laws.

            o     An explicit requirement that our Senior Officers inform
                  subordinates regarding their obligations of confidentiality,
                  including the prohibition against using any confidential
                  information for unethical or illegal advantage either
                  personally or through third parties.


                                       5
<PAGE>

            o     More detailed procedures regarding the reporting of violations
                  of the code of business conduct and ethics applicable to all
                  employees or of the Code of Ethics to our Board of Directors
                  and the enforcement of such policies, including principles to
                  be followed in determining sanctions as a result of any
                  violations.

                  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               Amended and Restated Bylaws of the Registrant

10.1              Securities Purchase Agreement dated November 29, 2005 by and
                  between The Abel Family Trust and the Registrant

10.2              Warrant dated November 29, 2005 issued to The Abel Family
                  Trust

10.3              Touchstone Resources USA, Inc. Director Compensation Policy
                  Adopted November 29, 2005.

14.1              Code of  Ethics Applicable to Chief Executive Officer and
                  Senior Financial Officers


                                       6
<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: December 5, 2005                            By: /s/ Roger Abel
                                                      --------------------------
                                                      Roger Abel
                                                      Chief Executive Officer


                                       7
<PAGE>

                                  EXHIBIT INDEX

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

3.1               Amended and Restated Bylaws of the Registrant

10.1              Securities Purchase Agreement dated November 29, 2005 by and
                  between The Abel Family Trust and the Registrant

10.2              Warrant dated November 29, 2005 issued to The Abel Family
                  Trust

10.3              Touchstone Resources USA, Inc. Director Compensation Policy
                  Adopted November 29, 2005

14.1              Code of  Ethics Applicable to Chief Executive Officer and
                  Senior Financial Officers


                                       8
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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) November 29, 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.)

                                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.

Sale of Units to Director and Chief Executive Officer.

      On November 29, 2005, Touchstone Resources USA, Inc. (the "Company," "we,"
or "us") entered into a securities purchase agreement with The Abel Family Trust
(the "Trust") pursuant to which we issued 138,889 units to the Trust for a
purchase price of $250,000. Roger Abel, our Chairman and Chief Executive
Officer, serves as the trustee and is a beneficiary of the Trust. The securities
were issued in a private offering on the same terms and conditions as all other
participants in the offering.

      Each unit consisted of two shares of our common stock and one common stock
purchase warrant. The purchase price per unit was $1.80. Each warrant is
immediately exercisable into one 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 days notice of such
transaction and shall be permitted to exercise the warrants during such
fifteen-day period. Upon expiration of such fifteen-day period, the warrants
shall 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
the offering a registration statement under the Securities Act of 1933, as
amended (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 offering. 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 offering or if the registration statement is
not declared effective within 150 days after the termination of the offering.

Non-Employee Director Compensation Policy.

      On November 29, 2005, our Board of Directors adopted a board compensation
policy. The policy provides for a payment to all non-employee directors
consisting of options upon joining the Board, an annual stipend, and fees for
attendance at Board and committee meetings. Upon appointment, non-employee
directors will receive options to purchase 100,000 shares of common stock at an
exercise price equal to the closing price of our common stock on the date of
grant which will vest in full one year form the date of grant and have a term of
ten years. The annual stipend for board service is $40,000, and $55,000 in the
case of the chairman of the audit committee, together with options to purchase
40,000 shares of common stock, and 55,000 shares in the case of the chairman of
the audit committee, issuable on the last trading day of each year at an
exercise price equal to the closing price of our common stock on the date of
grant. Such options will be vested in full upon issuance and have a term of ten
years.

      In accordance with the forgoing policy, we issued options under the
Touchstone Resources USA, Inc. 2005 Stock Incentive Plan (the "Plan") to
purchase 100,000 shares of common stock to each of Robert E. Irelan and Richard
Gerald Bennett upon their appointment to the Board of Directors on November 29,
2005. The options have an exercise price of $0.83 per share, the last sales
price of our common stock on the date of grant, vest one year from the date of
grant, expire November 28, 2015, and are otherwise subject to the terms of the
Plan.

                                       2
Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers.

      On November 29, 2005, we appointed Richard Gerald Bennett and Robert E.
Irelan to our Board of Directors. Neither Mr. Bennett nor Mr. Irelan has engaged
in any transaction with us during the past two years, neither has an indirect
interest in any transaction which we are currently a party or which we have been
a party to during the last two years, and there is no proposal to engage in any
such transaction. In addition, there is no agreement or arrangement between
either Mr. Bennett or Mr. Irelan and any other person pursuant to which either
was selected as a director. We expect that each will be appointed to serve on
our audit, compensation, and nominating committees.

      Richard Gerald Bennett. Mr. Bennett has nearly 40 years of experience in
the petroleum and related industries. From July 2000 until March 2005, he served
as President and CEO of Total Safety, Inc., a safety services provider to the
energy industry. From June 1996 until November 1999, he worked for Equitable
Resources, Inc. as President and CEO of ERI Supply and Logistics where he
directed oil and gas exploration, midstream operations, and wholesale marketing
efforts. During his career, Mr. Bennett has served as President of Enron Gas
Services, Chairman and CEO of Houston Pipeline Company, President and COO of
Perry Gas Companies, Vice President of Parker Drilling Company, and Manager of
Gas Activities for Conoco, Inc. Mr. Bennett is currently a Director of the
Memorial Hermann Healthcare System Board, a Texas based not-for-profit
healthcare system, and Chairman of the Memorial Hermann Hospital Board.

      Mr. Bennett is actively involved in numerous civic, educational and
business organizations. These include serving as a Director of the Houston Music
Hall Foundation and Chairman of the Building and Operations Committee, Trustee
on the Advisory Board of the Houston Ballet Foundation, Senior Fellow and past
Vice President of the American Leadership Forum, member of the Oklahoma State
University Engineering Hall of Fame and the Oklahoma State University Human
Environmental Sciences Hall of Fame, and Trustee of the Texas Tech University
School of Industrial Engineering Advisory Council.

      Mr. Bennett is a graduate of Oklahoma State University with a B.S and M.S
in Industrial Engineering and Management, and a graduate of The Harvard Business
School Program for Management Development.

      Robert E. Irelan. Mr. Irelan has over 37 years of experience in the oil
and gas industry. From 1998 until his retirement in December 2002, Mr. Irelan
served as Executive Vice President of Worldwide Operations of Occidental Oil and
Gas Corporation. Prior to that, he worked for Conoco, Inc. in a series of
increasingly responsible positions, including Manager of Projects and
Engineering for Conoco's worldwide engineering organization, Manager of Conoco's
Worldwide Production Budgets and Planning, Managing Director of Conoco United
Kingdom Ltd., and Regional Manager for Conoco Upstream Onshore. Since
retirement, Mr. Irelan has engaged in several entrepreneurial ventures,
including Rapid Retail Solutions, LLC, a developer of computer solutions for the
restaurant business, and BISS Product Development LLC, a new product design
company. Mr. Irelan is a graduate of Colorado School of Mines with a B.S. in
Petroleum Engineering, including advanced studies in Mineral Economics.

                                       3
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

      We recently conducted a comprehensive analysis of our corporate governance
structure and policies which included a review of our certificate of
incorporation, bylaws and Board policies, as well as the composition of our
Board of Directors. In connection with this review, we have amended our bylaws
effective November 29, 2005 to: (i) be consistent with our certificate of
incorporation; (ii) include additional provisions permitted by the Delaware
General Corporation Law; and (iii) include additional provisions regarding the
management of the business and affairs of the Company. Set forth below is a
brief description of the material amendments to our bylaws. The following should
be read in conjunction with our Amended and Restated Bylaws, which are attached
as Exhibit 3.1 to this Current Report, and is qualified in its entirety by
reference to the Amended and Restated Bylaws.

      First, we amended certain provisions of our bylaws to be consistent with
our certificate of incorporation. Specifically, our certificate of incorporation
provides that directors may only be removed for a cause upon the affirmative
vote of holders of 75% of our outstanding shares, that the maximum number of
directors shall be five (5), and requires the affirmative vote of holders of
two-thirds of our outstanding shares to amend our bylaws. Our bylaws have been
amended to be consistent with the foregoing. Our bylaws previously contained
provisions that were inconsistent with the forgoing.

      Second, we amended our bylaws to include additional provisions permitted
by the Delaware General Corporation Law. These include, providing for notice of
stockholder meetings to be delivered to stockholders by electronic transmission
if consented to by such stockholder, providing for a proxy to be valid for up to
three (3) years after the date of its execution, and prohibiting us from
adjourning a meeting of stockholders for more than thirty (30) days without
providing notice to stockholders.

      Finally, we amended our bylaws to include additional provisions regarding
the management of the business and affairs of the Company. These include:

            o     Eliminating the right of stockholders holding at least 10% of
                  our outstanding shares to call a special meeting of
                  stockholders and providing that the only business to be
                  conducted at a special meeting of stockholders shall be as set
                  forth in the notice of such meeting. Our bylaws previously
                  permitted holders of at least 10% of our outstanding shares to
                  call a special meeting of stockholders and did not limit the
                  business to be conducted at a special meeting to those set
                  forth in the notice of such meeting.

            o     Providing that special meetings of the Board may only be
                  called by the chairman of the board, chief executive officer,
                  president or two or more directors. Our bylaws previously
                  permitted special meetings of the Board to be called by one
                  director.

            o     Permitting us to compensate our directors. Our bylaws
                  previously prohibited us from paying any compensation to our
                  directors.

                                       4
o     Including an advance notice provision for presentment of
                  stockholder proposals at any annual meeting of stockholders.
                  Under the provision, stockholders seeking to present business
                  at an annual meeting of stockholders must comply with the
                  detailed procedures included in the Amended and Restated
                  Bylaws including, but not limited to, providing timely notice
                  to us of such proposals. For notice to be timely, it must be
                  received by us not less than 90 days nor more than 120 days
                  prior to the first anniversary of the preceding year's annual
                  meeting; provided, however, that in the case of the annual
                  meeting of stockholders to be held in 2006 or in the event
                  that the date of the annual meeting in any other year is
                  advanced by more than twenty (20) days, or delayed by more
                  than sixty (60) days, from the first anniversary of the
                  preceding year's annual meeting, a stockholder's notice must
                  be received not earlier than the 120th day prior to such
                  annual meeting and not later than the close of business on the
                  later of (i) the 90th day prior to such annual meeting and
                  (ii) the tenth day following the day on which notice of the
                  date of such annual meeting was mailed or public disclosure of
                  the date of such annual meeting was made, whichever occurs
                  first. Public disclosure includes disclosure in a press
                  release reported by the Dow Jones News Service, Associated
                  Press or comparable national news service, or in a document
                  publicly filed by us with the Securities and Exchange
                  Commission pursuant to Section 13, 14 or 15(d) of the
                  Securities Exchange Act of 1934, as amended.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
          Provision of the Code of Ethics.

      On November 29, 2005, we amended our Code of Ethics (the "Code of Ethics")
applicable to our Chief Executive Officer and Senior Financial Officers
(collectively, "Senior Officers"). In connection with our comprehensive review
of our bylaws, corporate governance principles, and internal policies related to
all of our employees, including our directors and executive officers, we
concluded that although our existing Code of Ethics was sufficient for purposes
of compliance with applicable federal securities laws, we should improve it to
more effectively communicate our commitment to establishing the highest ethical
standards and to provide additional guidance to our Senior Officers in achieving
that objective.

      The amendments include:

            o     More detailed and comprehensive procedures relating to the
                  preparation of reports and documents that we file with the
                  Securities and Exchange Commission. These include explicit
                  requirements that all Senior Officers report to the audit
                  committee any material information that affects the
                  disclosures made in our public filings and any significant
                  information regarding any deficiencies in the design or
                  operation of our internal controls which could adversely
                  affect our ability to record, process, summarize, and report
                  financial data and report to our Chief Executive Officer or
                  internal legal counsel, if any, and to our audit committee,
                  any information concerning any violation of our code of
                  business conduct and ethics applicable to all employees or any
                  evidence of a material violation of the securities or other
                  laws.

            o     An explicit requirement that our Senior Officers inform
                  subordinates regarding their obligations of confidentiality,
                  including the prohibition against using any confidential
                  information for unethical or illegal advantage either
                  personally or through third parties.

                                       5
o     More detailed procedures regarding the reporting of violations
                  of the code of business conduct and ethics applicable to all
                  employees or of the Code of Ethics to our Board of Directors
                  and the enforcement of such policies, including principles to
                  be followed in determining sanctions as a result of any
                  violations.

                  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               Amended and Restated Bylaws of the Registrant

10.1              Securities Purchase Agreement dated November 29, 2005 by and
                  between The Abel Family Trust and the Registrant

10.2              Warrant dated November 29, 2005 issued to The Abel Family
                  Trust

10.3              Touchstone Resources USA, Inc. Director Compensation Policy
                  Adopted November 29, 2005.

14.1              Code of  Ethics Applicable to Chief Executive Officer and
                  Senior Financial Officers

                                       6
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: December 5, 2005                            By: /s/ Roger Abel
                                                      --------------------------
                                                      Roger Abel
                                                      Chief Executive Officer

                                       7
EXHIBIT INDEX

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

3.1               Amended and Restated Bylaws of the Registrant

10.1              Securities Purchase Agreement dated November 29, 2005 by and
                  between The Abel Family Trust and the Registrant

10.2              Warrant dated November 29, 2005 issued to The Abel Family
                  Trust

10.3              Touchstone Resources USA, Inc. Director Compensation Policy
                  Adopted November 29, 2005

14.1              Code of  Ethics Applicable to Chief Executive Officer and
                  Senior Financial Officers

                                       8