UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

For the transition period from              to

Commission file number: 001-34055

TIMBERLINE RESOURCES CORPORATION

 (Exact Name of Registrant as Specified in its Charter)

(208) 664-4859

(Registrant’s Telephone Number, including Area Code)

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

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 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 (§ 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.

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

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.

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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(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

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