UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)



|                                             |  |                                                                                         
|-------------------------------------------- |  | ----------------------------------------------------------------------------------------
|x                                            |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended September 30, 2011
|OR                                          
|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: 001-34055







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TIMBERLINE RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 82-0291227                          
|(State of other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|101 East Lakeside Avenue                                       |  |                                     
|Coeur dAlene, Idaho                                           |  | 83814                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



(208) 664-4859

(Registrants Telephone Number, including Area Code)



SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



|                               |                                          
|------------------------------ | -----------------------------------------
|Title of Each Class            | Name of Each Exchange on Which Registered
|Common Stock, $0.001 par value | NYSE Amex                                



SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes    ̈    No x



Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  o







Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) 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 xNo  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 (§ 229.405 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 x    No   ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and  will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                            |                            
|--------------------------- | ---------------------------
|Large accelerated filer   o | Accelerated filer   o      
|Non-accelerated filer  o    | Smaller reporting company x



Indicate by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes oNo x

As of March 31, 2011, the aggregate market value of the 61,151,011 shares of Common Stock of the registrant issued and outstanding on such date, which excludes 6,309,662 shares held by affiliates of the registrant as a group, was $53,196,109. This figure is based on the closing sale price of $0.97 per share of the Registrants Common Stock on March 31, 2011 on the NYSE Amex.



Number of shares of Common Stock outstanding as of December 12, 2011: 61,189,417

Documents incorporated by reference:    To the extent herein specifically referenced in Part III, portions of the Registrant's definitive Proxy Statement for the 2012 Annual General Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A. See Part III.



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Explanatory Note: The Company hereby files this amendment number one to its annual report on Form 10-K for the year ended September 30, 2011, as originally filed with the United States Securities and Exchange Commission (the SEC) on December 15, 2011 (the Original Report), to re-file the consent from its independent auditor which inadvertently failed to consent to the incorporation by reference of the audit report contained in this annual report into one of the Companys effective registration statements filed with the SEC. Other than the correction to Exhibit 23.1, no disclosure contained in any Item of the Original Report is being amended, updated or otherwise revised.



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PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



Documents Filed as Part of Report



Financial Statements

The following Consolidated Financial Statements of the Corporation are filed as part of this report:

1.

Report of Registered Public Accounting Firm dated December 5, 2011.

2.

Consolidated Balance SheetsAt September 30, 2011 and 2010.

3.

Consolidated Statements of Operations and Comprehensive Income (Loss)Years ended September 30, 2011 and 2010.

4.

Consolidated Statements of Changes in Stockholders EquityYears ended September 30, 2011 and 2010.

5.

Consolidated Statements of Cash FlowsYears ended September 30, 2011 and 2010.

6.

Notes to Consolidated Financial Statements.



See Item 8. Financial Statements and Supplementary Data.



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|            |                                                                                                                                                                                                                                                                                                           
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | Description of Document                                                                                                                                                                                                                                                                                   
|3.1         | Certificate of Incorporation of the Registrant (8)                                                                                                                                                                                                                                                        
|3.2         | By-Laws of the Registrant (8)                                                                                                                                                                                                                                                                             
|4.1         | Specimen of the Common Stock Certificate (1)                                                                                                                                                                                                                                                              
|4.2         | Form of Warrant for November 2009 Private Placement (9)                                                                                                                                                                                                                                                   
|4.3         | Convertible Note between the Company and Ron and Stacey Guill (10)                                                                                                                                                                                                                                        
|4.4         | Term Note between the Company and Small Mine Development, LLC (10)                                                                                                                                                                                                                                        
|10.1        | Hecla Agreement//Joint Venture Agreement for Snowstorm, Idaho (1)                                                                                                                                                                                                                                         
|10.2        | Snowshoe Mining Co. Lease//Mineral Lease Property at Snowstorm, Idaho (1)                                                                                                                                                                                                                                 
|10.3        | Western Goldfields, Inc. Lease//Mineral Lease with Western Goldfields, Inc./Claim at the Snowstorm Project, Idaho (1)                                                                                                                                                                                     
|10.4        | P. Dircksen Agreement/Current Consulting Agreement (1)                                                                                                                                                                                                                                                    
|10.5        | 2005 Equity Incentive Plan approved at the  September 23, 2005 Annual Meeting of Shareholders (1)                                                                                                                                                                                                         
|10.6        | Memorandum of Royalty Deed and Agreement between Hecla Mining Co. and the Registrant (2)                                                                                                                                                                                                                  
|10.7        | Quitclaim Deed and Assignment between Hecla Mining Co. and the Registrant (3)                                                                                                                                                                                                                             
|10.8        | Amended 2005 Equity Incentive Plan approved at the September 22, 2006 Annual Meeting of Shareholders (4)                                                                                                                                                                                                  
|10.9        | Employment Agreement with VP Paul Dircksen (5)                                                                                                                                                                                                                                                            
|10.10       | Assignment and Assumption Agreement dated July 19, 2007 between the Registrant and Butte Highlands Mining Company (6)                                                                                                                                                                                     
|10.11       | Amendment No. 1 to Timberline Resources Corporations Amended 2005 Equity Incentive Plan (7)                                                                                                                                                                                                              
|10.12       | Agreement and Plan of Merger between Timberline Resources Corporation, an Idaho corporation ,and Timberline Resources Corporation, a Delaware corporation, date August 22, 2008 (8)                                                                                                                       
|10.13       | Pledge Agreement between the Company and Ron and Stacey Guill. (10)                                                                                                                                                                                                                                       
|10.14       | Security Agreement between the Company and Ron and Stacey Guill.(10)                                                                                                                                                                                                                                      
|10.15       | Credit Agreement between the Company and Small Mine Development, LLC. (10)                                                                                                                                                                                                                                
|10.16       | Pledge Agreement between the Company and Small Mine Development, LLC. (10)                                                                                                                                                                                                                                
|10.17       | Right of First Refusal between the Company and Small Mine Development, LLC. (10)                                                                                                                                                                                                                          
|10.18       | Settlement Agreement with John Swallow, dated October 5, 2009 (14)                                                                                                                                                                                                                                        
|10.19       | Operating Agreement with Highland Mining, LLC, dated July 22, 2009 (Note that parts of this agreement have been redacted pursuant to a Confidential Treatment Request granted by the Commission on February 2, 2011 (14)                                                                                  
|10.20       | Amended Employment Agreement of Mr. Paul Dircksen, dated December 29, 2008 (11)                                                                                                                                                                                                                           
|10.21       | Amended Employment Agreement of Mr. Randal Hardy dated December 29, 2008 (11)                                                                                                                                                                                                                             
|10.22       | Arrangement Agreement between the Company and Staccato Gold dated March 22, 2010 (12)                                                                                                                                                                                                                     
|10.23       | Form of Support Agreement between the Company and officers and directors of Staccato Gold (12)                                                                                                                                                                                                            
|10.24       | Loan Amendment Agreement between the Company and Small Mine Development, LLC dated June 21, 2010 (13)                                                                                                                                                                                                     
|10.25       | Placement Agent Agreement between the Company and Sutter Securities Inc. dated February 16, 2011 (15)                                                                                                                                                                                                     
|10.26       | Purchase Agreement between the Company and TDI Holdings, Inc. dated October 25, 2011(Note that parts of the form of Drilling Services Agreement included as Exhibit D to the Purchase Agreement were redacted pursuant to a Confidential Treatment Request filed with the SEC on October 31, 2011). (16)
|10.27       | Subordination Agreement between the Company, TDI Holdings, Inc, Timberline Drilling, Inc. and Wells Fargo Bank, N.A., dated November 9, 2011 (17)                                                                                                                                                         
|14          | Code of Ethics (2)                                                                                                                                                                                                                                                                                        
|21          | List of Subsidiaries (18)                                                                                                                                                                                                                                                                                 
|23.1        | Consent of Decoria, Maichel & Teague                                                                                                                                                                                                                                                                      
|31.1        | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)                                                                                                                                                          
|31.2        | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)                                                                                                                                                          
|32.1        | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of  2002 (18 U.S.C. 1350)                                                                                                                                                                                      
|32.2        | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of  2002 (18 U.S.C. 1350)                                                                                                                                                                                      
|101.INS(18) | XBRL Instance Document                                                                                                                                                                                                                                                                                    
|101.SCH(18) | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                   
|101.CAL(18) | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                     
|101.DEF(18) | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                      
|101.LAB(18) | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                           
|101.PRE(18) | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                    



(1) Incorporated by reference to the Companys Form 10SB as filed with the Securities Exchange Commission on September 29, 2005.

(2) Incorporated by reference to Exhibit 10.3 to the Companys Form 8-K as filed with the Securities Exchange Commission on February 6, 2006.

(3) Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K as filed with the Securities Exchange Commission on February 6, 2006.

(4) Incorporated by reference Exhibit A to the Companys Schedule DEF14A (Proxy Statement) as filed with the Securities and Exchange Commission on September 8, 2006

(5) Incorporated by reference to the Companys Form 10KSB as filed with the Securities Exchange Commission on January 16, 2007.

(6) Incorporated by reference to the Companys Form 8-K as filed with the Securities and Exchange Commission on July 23, 2007.

(7) Incorporated by reference to the Companys Form 8-K as filed with the Securities and Exchange Commission on August 26, 2008.

(8) Incorporated by reference to the Companys Form 8-K as filed with the Securities and Exchange Commission on August 29, 2008.

(9) Incorporated by reference to the Companys Form 10-K as filed with the Securities Exchange Commission on December 8, 2009.

(10) Incorporated by reference to Ron and Stacey Guills Schedule 13-D as filed with the Securities and Exchange Commission on December 24, 2008.

(11) Incorporated by reference to the Companys Form 8-K as filed with the Securities and Exchange Commission on January 12, 2009.

(12) Incorporated by reference to the Companys Form,8-K as filed with the Securities and Exchange Commission on March 29, 2010.

(13) Incorporated by reference to the Companys Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2010.

(14) Incorporated by reference to the Companys Form 10-K as filed with the Securities Exchange Commission on December 20, 2010.

(15) Incorporated by reference to the Companys Form 8-K as filed with the Securities and Exchange Commission on February 28, 2011.

(16) Incorporated by reference to the Companys Form 8-K as filed with the Securities and Exchange Commission on October 31, 2011.

(17) Incorporated by reference to the Companys Form 8-K as filed with the Securities and Exchange Commission on November 15, 2011.

(18) Incorporated by reference to the Companys Form 10-K as filed with the Securities and Exchange Commission on December 15, 2011.





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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:



TIMBERLINE RESOURCES CORPORATION



|                                 |                                                                                |                  
|-------------------------------- | ------------------------------------------------------------------------------ | -----------------
|/s/ Paul Dircksen

Paul Dircksen | President, Chief Executive Officer, and Chairman
(Principal Executive Officer) | February 15, 2012
|/s/ Randal Hardy

Randal Hardy   | Chief Financial Officer and Director
(Principal Financial Officer)             | February 15, 2012
|/s/ Craig Crowell

Craig Crowell | Chief Accounting Officer (Principal
Accounting Officer)                        | February 15, 2012





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