CUSIP No. 887133106 13D Page 2 of 8 Pages
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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
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
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Number of
Shares 8. Shared Voting Power 6,136,333 shares
Beneficially ____________________________________________________
Owned By
Each 9. Sole Dispositive Power
Reporting ______________________________________________________
Person With
10. Shared Dispositive Power 6,136,333 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,136,333 shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 20.9%
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14. Type of Reporting Person (See Instructions) IA
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CUSIP No. 887133106 13D Page 3 of 8 Pages
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1. Names of Reporting Persons
Praetorian Offshore Ltd. (See Item 2(A))
I.R.S. Identification Nos. of above persons (entities only).
98-0465606
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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) [ ]
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6. Citizenship or Place of Organization
Cayman Islands
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7. Sole Voting Power
____________________________________________________
Number of
Shares 8. Shared Voting Power 5,443,133 shares
Beneficially ____________________________________________________
Owned By
Each 9. Sole Dispositive Power
Reporting ______________________________________________________
Person With
10. Shared Dispositive Power 5,443,133 shares
______________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,443,133 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) 18.6%
______________________________________________________________________
14. Type of Reporting Person (See Instructions) OO
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CUSIP No. 887133106 13D Page 4 of 8 Pages
______________________________________________________________________
1. Names of Reporting Persons
Praetorian Institutional Offshore Ltd. (See Item 2(A))
I.R.S. Identification Nos. of above persons (entities only).
98-0514709
______________________________________________________________________
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 693,200 shares
Beneficially ____________________________________________________
Owned By
Each 9. Sole Dispositive Power
Reporting ______________________________________________________
Person With
10. Shared Dispositive Power 693,200 shares
______________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
693,200 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) 2.4%
______________________________________________________________________
14. Type of Reporting Person (See Instructions) OO
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CUSIP No. 887133106 13D Page 5 of 8 Pages
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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 101
East Lakeside Avenue, 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,
Praetorian Offshore Ltd. ("PO Ltd."), a Cayman Islands exempted
company, and Praetorian Institutional Offshore Ltd. ("PIO Ltd."), a
Cayman Islands exempted company (collectively, the "Funds")
(collectively, the Management Company and the Funds are the "Reporting
Person"). The Management Company serves as investment manager or
advisor to the Funds with respect to the shares of Common Stock
directly owned by the Funds. The Management Company makes the
investment and voting decisions on behalf of the Funds but owns no
direct investments in the securities of the Issuer. The Funds directly
own the shares of the Common Stock of the Issuer but do 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 c/o
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 Management Company is not registered
as an Investment Advisor. The principal business of the Funds is to
serve as investment funds under the direction of the Management
Company.
(d) During the last five years, neither the Management Company nor the
Funds have been convicted in a criminal proceeding.
(e) During the last five years, neither the Management Company nor the
Funds have 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 Funds are Cayman Islands exempted companies.
Item 3. Source and Amount of Funds or Other Consideration
Our last 13D filing was dated June 2, 2008, and provided documentation
of prior purchase and sale activity (see Item 5 (a)) through May 31,
2008. Between that date and August 29, 2008, an additional 146,000
shares were purchased by the Funds at an aggregate purchase price of
$337,583. The source of funding for the purchase of these shares was
the Funds' working capital. The Reporting Person continues to hold
warrants to purchase 675,000 shares of Common Stock from the Issuer.
CUSIP No. 887133106 13D Page 6 of 8 Pages
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Item 4. Purpose of Transaction
The Reporting Person acquired the Common Stock of the Issuer for
investment purposes. The Reporting Person does not expect to sell any
of the Issuer's Common Stock in the foreseeable future.
The Reporting Person may 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 6,136,333 shares of Common Stock, representing approximately
20.9% of the Issuer's outstanding Common Stock. As required under the
SEC's regulations, those values include a total of 675,000 shares of
Common Stock which may be acquired under warrant purchase agreements
between the Issuer and the Reporting Person. The percentages set forth
in this Schedule 13D are calculated based on the 28,639,903 shares of
Common Stock outstanding as of August 8, 2008, as set forth in the
Company's Form 10-QSB for the quarter ended June 30, 2008. If the
675,000 warrants owned by the Reporting Person were exercised, the
total number of shares outstanding would be 29,314,903, 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 5,461,333, which represents 19.1% of the 28,639,903 shares of
common stock outstanding (where the number of shares outstanding does
not include the shares represented by the warrants).
CUSIP No. 887133106 13D Page 7 of 8 Pages
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(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 since the last
Schedule 13D filing, as of May 31, 2008, through August 31, 2008.
No. of
Shares Price
Reporting Buy/ Purchased per
Person Trade Date Sell (Sold) share How effected
PO Ltd. 6/4/2008 Buy 4500 $3.56 Open Market
PO Ltd. 7/7/2008 Buy 11500 $2.83 Open Market
PO Ltd. 7/8/2008 Buy 1900 $2.71 Open Market
PO Ltd. 7/16/2008 Buy 4500 $2.46 Open Market
PO Ltd. 8/7/2008 Buy 9000 $2.28 Open Market
PO Ltd. 8/19/2008 Buy 32000 $1.97 Open Market
PO Ltd. 8/21/2008 Buy 29000 $2.32 Open Market
PO Ltd. 8/22/2008 Buy 1700 $2.41 Open Market
PO Ltd. 8/25/2008 Buy 4700 $2.32 Open Market
PO Ltd. 8/26/2008 Buy 13600 $2.26 Open Market
PO Ltd. 8/27/2008 Buy 4500 $2.14 Open Market
PO Ltd. 8/28/2008 Buy 14000 $2.25 Open Market
PIO Ltd. 6/4/2008 Buy 500 $3.56 Open Market
PIO Ltd. 7/7/2008 Buy 1500 $2.83 Open Market
PIO Ltd. 7/8/2008 Buy 200 $2.71 Open Market
PIO Ltd. 7/16/2008 Buy 500 $2.46 Open Market
PIO Ltd. 8/7/2008 Buy 1500 $2.28 Open Market
PIO Ltd. 8/19/2008 Buy 3500 $1.97 Open Market
PIO Ltd. 8/21/2008 Buy 2900 $2.32 Open Market
PIO Ltd. 8/22/2008 Buy 200 $2.41 Open Market
PIO Ltd. 8/25/2008 Buy 600 $2.32 Open Market
PIO Ltd. 8/26/2008 Buy 1500 $2.26 Open Market
PIO Ltd. 8/27/2008 Buy 500 $2.14 Open Market
PIO Ltd. 8/28/2008 Buy 1700 $2.25 Open Market
(d) Not Applicable
(e) Not Applicable
CUSIP No. 887133106 13D Page 8 of 8 Pages
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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.
September 5, 2008
_________________________________
Date
/s/ Harris B. Kupperman
_________________________________
Signature
Harris B. Kupperman
President, Praetorian Capital Management LLC
Director, Praetorian Offshore Ltd.
Director, Praetorian Institutional Offshore Ltd.
_________________________________
Name/Title
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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