22nd Century Group, Inc. - Quarter Report: 2009 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 333-130696

Touchstone Mining Limited
(Exact name of Registrant as specified in its charter)

Nevada		98-0468420
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

11923 SW 37 Terrace Miami, Florida 33175
(Address of principal executive offices)

(305) 677-9456
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

As of May 15, 2009, there were 6,238,889 shares of the issuer’s common stock, par value $0.00001, outstanding.

TOUCHSTONE MINING LIMITED

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

TABLE OF CONTENTS

		PAGE

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4T.	Controls and Procedures	16

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Submission of Matter to a Vote of Security Holders	17

Item 5.	Other Information	17

Item 6.	Exhibits	17

	SIGNATURES	18

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on December 29, 2008. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

Balance Sheets as of March 31, 2009 (unaudited) and September 30, 2008	4

Interim Statements of Operations for the three and six month periods ended March 31, 2009 and 2008 and for the period from September 12, 2005(inception) to March 31, 2009 (unaudited)	5

Interim Statements of Cash Flows for the six month periods ended March 31, 2009 and 2008 and for the period from September 12, 2005 (inception) to March 31, 2009 (unaudited)	6

Interim Notes to Unaudited Financial Statements	7

	As of			As of
	March 31,			September 30,
	2009			2008
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	854		$	7,591
Withholding tax receivable		3			-
Total current assets		857			7,591

Non-Current Assets
Mineral property reclamation bond (Note 5)		4,330			4,330

TOTAL ASSETS	$	5,187		$	11,921


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	59,201		$	40,920

TOTAL LIABILITIES		59,201			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		(200,516	)		(175,501	)
Total stockholders’ deficit		(54,014	)		(28,999	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	5,187		$	11,921

													Cumulative
													from Inception
													(September 12, 2005)
	Three Months Ended March 31,						Six Months Ended March 31,						to March 31,
	2009			2008			2009			2008			2009
Income	$	-		$	-		$	-		$	-		$	-

Expenses
Mineral property costs		-			-			-			3,331			33,821
Professional fees		5,396			2,610			20,734			12,252			149,317
Office and administrative		2,262			3,061			4,293			5,409			16,920
Total Operating Expenses		7,658			5,671			25,027			20,992			200,058

Other Income (Expense)
Foreign currency transaction loss		-			-			-			-			(470	)
Interest income		-			-			12			-			12
Total Other Income (Expense)		-			-			12			-			(458	)

Net Loss Applicable to Common Shares	$	(7,658	)	$	(5,671	)	$	(25,015	)	$	(20,992	)	$	(200,516	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Number of
Common Shares Outstanding		6,238,889			6,182,418			6,238,889			6,140,984

	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

	TOUCHSTONE MINING LIMITED

Dated: May 20, 2009	By:	/s/ Nanuk Warman
		Nanuk Warman
		President, Principal Executive and Financial Officer