UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~May 1522, 2016

STAR MOUNTAIN RESOURCES, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada

000-54405

90-0963619

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

605 W. Knox Rd, Suite 202, Tempe, AZ		85284
(Address of principal executive offices)		(Zip Code)

8307 Shaffer Parkway, Suite 201, Littleton, Colorado 80127

(Address of principal executive offices, zip code)

~~(844) 443-7677 (~~Registrant’s telephone number, including area code (844) 443-7677

Not applicable. (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.~~01 Entry~~03 ~~into~~Amendments ato ~~Material~~Articles ~~Definitive~~of ~~Agreement~~Incorporation or Bylaws; Change in Fiscal Year.

~~Item 2~~On May 19, 2016, Star Mountain Resources, Inc.~~03 Creation~~ (the “Company”) filed with the Secretary of State of Nevada Amended and Restated Articles of aIncorporation ~~Direct~~(the ~~Financial~~“Restated ~~Obligation~~Articles”) oras andescribed ~~Obligation~~in ~~under~~its anSchedule ~~Off-Balance~~14C ~~Sheet~~Information ~~Arrangement~~Statement filed with the Securities and Exchange Commission on May 2, 2016 (the “Information Statement”). In addition, as described in the Information Statement, the Company also amended and restated its Bylaws (“Restated Bylaws”). The effective date of athe ~~Registrant~~Restated Articles and Restated Bylaws is May 22, 2016.

OnAs ~~March~~reported ~~15, 2016, Star Mountain Resources, Inc.’s (the “Company”) wholly owned subsidiary St. Lawrence Zinc Company, LLC (“St. Lawrence”) issued a promissory note (the “Note”)~~ in the ~~aggregate~~Information ~~principal amount of $500~~Statement,~~000 to~~ the ~~Development~~Company’s ~~Authority~~Restated ofArticles ~~the~~were ~~North~~amended ~~Country,~~as ~~a New York public benefit trust (the “Lender). The proceeds of this loan will be used for general working capital purposes.~~follows:

~~The material~~● ~~terms~~Increases the number of shares of common stock from 350,000,000 to 400,000,000; ● Creates two new classes of common stock, namely 10,000,000 shares of Class A Common Stock (voting common stock with 10 votes per share) and 40,000,000 shares of Class B Common Stock (non-voting common stock); ● Grants the ~~Note~~Board of Directors the right to fix the number of our directors to be elected in the manner provided in the bylaws; ● Grants the power to the Board of Directors to adopt, amend or repeal our bylaws; ● Amends our current articles of incorporation to include a limitation of liability; ● Amends our current articles of incorporation to include indemnification provisions; and ● Adopts the ~~following:~~Restated Articles, which makes no material changes to our existing Articles of Incorporation and the Certificates of Designation of Series B and C Preferred Stock, other than incorporating the amendments described in the proposals noted above.

-The foregoing ~~Principal~~description ~~amount: $500,000. - Interest rate: 2.25% per annum. Interest is calculated on a 360 day year for the actual number~~ of ~~days~~ the ~~loan~~Restated isArticles ~~outstanding.~~does -not ~~Due~~purport ~~date: April 1, 2017. St. Lawrence is~~ to ~~pay~~be ~~the~~complete ~~principal amount~~ and ~~all~~is ~~accrued~~qualified ~~and~~in ~~unpaid~~its ~~interest~~entirety onby ~~or before~~ the ~~due~~Restated Articles, ~~date.~~a ~~St.~~copy ~~Lawrence shall make payments~~ of ~~only~~which ~~accrued~~is ~~interest~~attached ~~commencing~~to onthis ~~April~~Current 1,Report ~~2016 and continuing~~ on ~~the~~Form ~~1st~~8-K ~~day~~as ofExhibit ~~each~~3.1 ~~consecutive~~which ~~month~~is ~~thereafter~~incorporated ~~until~~herein ~~April~~by ~~1, 2017~~reference.

ToAs ~~induce~~reported ~~the~~in ~~Lender to make~~ the ~~loan~~Information ~~evidenced by the Note~~Statement, the Company’s ~~and~~Restated ~~its~~Bylaws ~~wholly~~were ~~owned~~amended ~~subsidiaries~~substantially ~~Northern~~as Zinc, LLC and Balmat Holding Corp. (collectively the “Guarantors”) each entered into an unlimited guaranty with the Lender by which the Guarantors absolutely and unconditionally guaranteed to the Lender payment of the debt owed to Lender by St. Lawrence under the Note.follows:

~~To further~~● ~~secure~~Reduces ~~St.~~the ~~Lawrence’s~~number ~~performance~~of ~~under~~stockholder ~~the~~votes ~~Note,~~required ~~St.~~to ~~Lawrence~~call ~~and~~a special meeting of the ~~Lender~~stockholders ~~also~~from ~~entered~~25% ~~into~~to a15%; ~~Security~~● ~~Agreement (~~Reduces the ~~“Security~~number ~~Agreement”)~~of ~~pursuant~~stockholder votes required to ~~which~~constitute ~~St.~~a ~~Lawrence~~quorum ~~granted~~for voting at stockholder meetings from a ~~security~~majority ~~interest~~to inone-third; ~~certain~~● Permits the number of ~~its~~our ~~machinery and~~directors ~~equipment~~to ~~and~~be ~~its~~fixed ~~right,~~from ~~title~~time ~~and~~to ~~interest~~time by the Board; ● Permits amendment to ~~conduct~~the ~~mineral~~bylaws ~~mining~~by ~~operations~~a majority vote of stockholders or the Board and eliminating the requirement that a vote of two-thirds of our outstanding shares entitled to ~~process~~vote ~~and~~must ~~transport~~approve such ~~minerals located~~action; on● ~~lands~~Requires ~~owned~~certain legal proceedings involving our company, or ~~leased~~its byofficers, ~~St.~~directors ~~Lawrence~~or employees be brought in a state or federal court located within the ~~towns~~state of ~~Fowler,~~Nevada; ~~Edwards,~~● ~~and~~Permits ~~Pierrepont~~the ~~located~~prevailing party in ~~St.~~any ~~Lawrence~~action ~~County, New~~brought ~~York~~against ~~(the~~us ~~“Mining~~to ~~Rights”).~~recover ~~Additionally,~~their ~~St.~~attorney’s ~~Lawrence~~fees; ~~collaterally~~and ~~assigned~~● toAdopts the ~~Lender~~Restated ~~the~~Bylaws, ~~Mining~~which ~~Rights~~makes ~~pursuant~~ no material changes to our existing Bylaws, other than incorporating the ~~terms~~amendments ofdescribed anin ~~Assignment~~the ofproposals ~~Mineral~~noted above and ~~Mining~~matters ~~Rights~~permitted under Nevada Revised Statutes.

The foregoing ~~summary~~description of the ~~terms~~Restated ~~and~~Bylaws ~~conditions of the Note, Unlimited Guarantee, Security Agreement and Assignment of Mineral and Mining Rights~~ does not purport to be complete, and is qualified in its entirety by ~~reference to~~ the ~~full~~Restated Bylaws, ~~text~~a copy of ~~such~~which ~~documents included~~is inattached to this Current Report on Form 8-K as ~~exhibits~~Exhibit 103.~~1, 10.~~2 ~~and~~which ~~10.3,~~is ~~respectively~~incorporated herein by reference.

Item 9.01 . Financial Statements and Exhibits.

(d)

Exhibits

Exhibit		Description
Exhibit No.		Description
10.1		Promissory Note between St. Lawrence Zinc Company, LLC and Development Authority of the North Country dated March 15, 2016.
3.1		Amended and Restated Articles of Incorporation as filed with the Secretary of State of Nevada on May 19, 2016 effective as of May 22, 2016.
10.2		Security Agreement between St. Lawrence Zinc Company, LLC and Development Authority of the North Country dated March 15, 2016.
3.2		Amended and Restated Bylaws, effective as of May 22, 2016.
10.3		Form of Unlimited Guaranty in favor of Development Authority of the North Country.
10.4		Assignment of Mineral and Mining Rights by St. Lawrence Zinc Company, LLC in favor of Development Authority of the North Country dated March 15, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Star Mountain Resources, Inc.
	STAR MOUNTAIN RESOURCES, INC.
Date: March 21, 2016	By:	/s/ Wayne Rich
Date: May 25, 2016	By:	/s/ Wayne Rich
		Wayne Rich, Chief Financial Officer

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