-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmJnFdX/ANsh37DCoGqEOLSI3haXZ68urmmzCNmp2o1UCHr+lABXNPuY0dKL2XVf nnye6QqJ5bUsFbhqNEBmRw== 0001337851-06-000068.txt : 20061226 0001337851-06-000068.hdr.sgml : 20061225 20061226153829 ACCESSION NUMBER: 0001337851-06-000068 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061226 DATE AS OF CHANGE: 20061226 GROUP MEMBERS: PRAETORIAN CAPITAL MANAGEMENT LLC GROUP MEMBERS: PRAETORIAN OFFSHORE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Timberline Resources Corp CENTRAL INDEX KEY: 0001288750 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820291227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82290 FILM NUMBER: 061298950 BUSINESS ADDRESS: STREET 1: 1100 EAST LAKESHORE DRIVE, SUITE 301 CITY: COEUR D?ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: (208) 664-4859 MAIL ADDRESS: STREET 1: 1100 EAST LAKESHORE DRIVE, SUITE 301 CITY: COEUR D?ALENE STATE: ID ZIP: 83814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Praetorian Capital Management LLC CENTRAL INDEX KEY: 0001337851 IRS NUMBER: 134223355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 119 WASHINGTON AVENUE STREET 2: SUITE 600 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 305-938-2800 MAIL ADDRESS: STREET 1: 119 WASHINGTON AVENUE STREET 2: SUITE 600 CITY: MIAMI BEACH STATE: FL ZIP: 33139 SC 13D 1 tblc13d20061226.txt TBLC SCHEDULE 13D OF 2006 12 26 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* Timberline Resources Corporation (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 887133106 (CUSIP Number) Praetorian Capital Management LLC 119 Washington Avenue, Suite 600 Miami Beach, FL 33139 305-938-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages CUSIP No. 887133106 13D Page 2 of 6 Pages ______________________________________________________________________ 1. Names of Reporting Persons Praetorian Capital Management LLC (See Item 2(A)) I.R.S. Identification Nos. of above persons (entities only). 13-4223355 ______________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] ______________________________________________________________________ 3. SEC Use Only ______________________________________________________________________ 4. Source of Funds (See Instructions) AF ______________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ______________________________________________________________________ 6. Citizenship or Place of Organization Delaware ______________________________________________________________________ 7. Sole Voting Power ____________________________________________________ Number of Shares 8. Shared Voting Power 5,025,000 shares Beneficially ____________________________________________________ Owned By Each 9. Sole Dispositive Power Reporting ______________________________________________________ Person With 10. Shared Dispositive Power 5,025,000 shares ______________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,025,000 shares ______________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ______________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 24.8% ______________________________________________________________________ 14. Type of Reporting Person (See Instructions) IA ______________________________________________________________________ CUSIP No. 887133106 13D Page 3 of 6 Pages ______________________________________________________________________ 1. Names of Reporting Persons Praetorian Offshore Ltd. (See Item 2(A)) I.R.S. Identification Nos. of above persons (entities only). 98-0465606 ______________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] ______________________________________________________________________ 3. SEC Use Only ______________________________________________________________________ 4. Source of Funds (See Instructions) WC ______________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ______________________________________________________________________ 6. Citizenship or Place of Organization Cayman Islands ______________________________________________________________________ 7. Sole Voting Power ____________________________________________________ Number of Shares 8. Shared Voting Power 5,025,000 shares Beneficially ____________________________________________________ Owned By Each 9. Sole Dispositive Power Reporting ______________________________________________________ Person With 10. Shared Dispositive Power 5,025,000 shares ______________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,025,000 shares ______________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ______________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 24.8% ______________________________________________________________________ 14. Type of Reporting Person (See Instructions) OO ______________________________________________________________________ CUSIP No. 887133106 13D Page 4 of 6 Pages ______________________________________________________________________ Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $0.001 per share (the "Common Stock") of Timberline Resources Corporation (the "Issuer"). The Issuer's principal executive offices are located at 1100 East Lakeshore Drive, Suite 301, Coeur d'Alene, ID 83814. Item 2. Identity and Background (a) This statement is filed on behalf of Praetorian Capital Management LLC (the "Management Company") a Delaware limited liability company, and Praetorian Offshore Ltd. (the "Fund"), a Cayman Islands exempted company (collectively, the "Reporting Person"). The Management Company serves as investment manager or advisor to the Fund with respect to the shares of Common Stock directly owned by the Fund. The Management Company makes the investment and voting decisions on behalf of the Fund but owns no direct investments in the securities of the Issuer. The Fund directly owns the shares of the Common Stock of the Issuer but does not make any decisions as to voting or buying or selling shares of the Issuer. (b) The address of the business office of the Reporting Person is Praetorian Capital Management LLC, 119 Washington Avenue, Suite 600, Miami Beach, FL 33139. (c) The principal business of the Management Company is to provide investment advisory services. The principal business of the Fund is to serve as an investment fund under the direction of the Management Company. (d) During the last five years, neither the Management Company nor the Fund has been convicted in a criminal proceeding. (e) During the last five years, neither the Management Company nor the Fund has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f) The Management Company is a Delaware limited liability company. The Fund is a Cayman Islands exempted company. Item 3. Source and Amount of Funds or Other Consideration As of December 21, 2006, the aggregate purchase price for 3,350,000 shares (see Item 5 (a)) of the Issuer's Common Stock purchased by the Fund was $2,177,500. The source of funding for the purchase of these shares was the Fund's working capital. CUSIP No. 887133106 13D Page 5 of 6 Pages ______________________________________________________________________ Item 4. Purpose of Transaction The Reporting Person acquired the Common Stock of the Issuer for investment in the ordinary course of business because it believes the shares represent an attractive investment opportunity. The Reporting Person expects to acquire additional Common Stock via open-market transactions. However, there is no timetable or pre- arranged plan related to the purchase of additional Common Stock. Such decisions will be made based on trading activity and the relative value of the Common Stock, as defined by market conditions. The Reporting Person has no current expectation of attempting to influence management of the Issuer regarding its business plans, business processes, or directors or management personnel. The Reporting Person's purchase of the Common Stock was made based on the perceived investment merits related to the Common Stock. While the Reporting Person expects to be in periodic contact with the Issuer's management personnel, the Reporting Person is in full agreement with the Issuer's business plan. Item 5. Interest in Securities of the Issuer (a) As of the date hereof, the Reporting Person is the beneficial owner of 5,025,000 shares of Common Stock, representing approximately 24.8% of the Issuer's outstanding Common Stock. As required under the SEC's regulations, those values include 1,675,000 shares of Common Stock which may be acquired under warrant purchase agreements between the Issuer and the Reporting Person. All percentages set forth in this Schedule 13D are based on the Issuer's statements to the Reporting Person. The number of shares outstanding after the Reporting Person's purchase of 3,350,000 shares on December 21, 2006, via private placements, totals 18,566,921. If all of the warrants issued to the Reporting Person via the private placements were exercised, the total number of shares outstanding would be 20,241,921, and it is that number of shares outstanding that was used in the calculation of ownership percentage. The shares that may be acquired under the warrant agreements have not yet been purchased, and there is no plan to acquire such shares in the immediate future. Without the warrant shares, the number of shares owned is 3,350,000, which represents 18.0% of the 18,566,921 shares of common stock outstanding (where the number of shares outstanding does not include the shares represented by the warrants). (b) See Item 2(a). (c) The following table sets forth all transactions by the Reporting Person with respect to the Common Stock of the Issuer. No. of Shares Price Reporting Buy/ Purchased per Person Trade Date Sell (Sold) share How effected Fund 12/21/2006 Buy 3,250,000 $0.65 Private Placement Fund 12/21/2006 Buy 100,000 $0.65 Private Placement CUSIP No. 887133106 13D Page 6 of 6 Pages ______________________________________________________________________ (d) Not Applicable (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to Be Filed as Exhibits None Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 26, 2006 _________________________________ Date /s/ Harris B. Kupperman _________________________________ Signature Harris B. Kupperman President, Praetorian Capital Management LLC Director, Praetorian Offshore Ltd. _________________________________ Name/Title Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----