UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549





FORM 10-QSB/A

Amendment No. 1



|                                                 |  |                                                                                         
|------------------------------------------------ |  | ----------------------------------------------------------------------------------------
|x                                                |  | QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended
December 31, 2007
|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: 000-51549







[timberline10qsba1dec3107s002.gif]

TIMBERLINE RESOURCES
CORPORATION

(Exact Name of Registrant as Specified
in its Charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|IDAHO                                                          |  | 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)





(Former name, former address and former
fiscal year, if changed since last report)





Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 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.   x  Yes  o  No



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



Number of shares of issuers common stock outstanding at
February 8, 2008:      27,270,103



Transitional Small Business format (check one): oYes  x
  No









1



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INTRODUCTORY NOTE



This amendment incorporates certain
revisions to the Companys disclosure under Item 3. Disclosure Control and
Procedures under the subsection headings Disclosure Controls and Procedures
and Changes in Internal Control Over Financial Reporting.  These
revisions are being made to clarify the Companys disclosure regarding material
weaknesses in its internal control over financial reporting, but is not intended
to update any other information presented in the Quarterly Report on Form 10-QSB
as originally filed with the SEC.  Please see the Companys subsequently
filed Current Reports, Quarterly Reports, and Annual Reports, as filed with the
SEC, for a discussion of events occurring subsequent to this Quarterly Report on
Form 10-QSB/A.











2



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INDEX



| |            
| | -----------
| | Page
No.(s)



|                               | 
|------------------------------ | 
|PART I - FINANCIAL
INFORMATION | 



| |         |                                               | 
| | ------- | --------------------------------------------- | 
| | Item 1. | Consolidated Financial
Statements (Unaudited) | 



| |  |                                                 |  
| |  | ----------------------------------------------- | -
| |  | Consolidated Balance Sheet at
December 31, 2007 | 6



| |  |                                                                                              |  
| |  | -------------------------------------------------------------------------------------------- | -
| |  | Consolidated Statements of Operations for the three
months ended
December  31, 2007 and 2006 | 7



| |  |                                                                                             |  
| |  | ------------------------------------------------------------------------------------------- | -
| |  | Consolidated Statements of Cash Flows for the three
months ended
December 31, 2007 and 2006 | 8



| |  |                                                      |  
| |  | ---------------------------------------------------- | -
| |  | Notes to Unaudited Consolidated
Financial Statements | 9



| |         |                                      |   
| | ------- | ------------------------------------ | --
| | Item 2. | Managements Discussion and
Analysis | 17



| |         |                         |   
| | ------- | ----------------------- | --
| | Item 3. | Controls and
Procedures | 20



|                            | 
|--------------------------- | 
|PART II - OTHER
INFORMATION | 



| |         |                    |   
| | ------- | ------------------ | --
| | Item 1. | Legal Proceedings. | 22



| |         |                                                              |   
| | ------- | ------------------------------------------------------------ | --
| | Item 2. | Unregistered Sales of Equity
Securities and Use of Proceeds. | 22



| |         |                                  |   
| | ------- | -------------------------------- | --
| | Item 3. | Defaults Upon Senior
Securities. | 22



| |         |                                                    |   
| | ------- | -------------------------------------------------- | --
| | Item 4. | Submission of Matters to Vote
of Security Holders. | 22



| |         |                   |   
| | ------- | ----------------- | --
| | Item 5. | Other Information | 22



| |         |          |   
| | ------- | -------- | --
| | Item 6. | Exhibits | 22



|           |  |   
|---------- |  | --
|SIGNATURES |  | 23



















3



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PART I  FINANCIAL INFORMATION





ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)























TIMBERLINE
RESOURCES CORPORATION AND SUBSIDIARIES



Consolidated
Financial Statements

December 31, 2007 and 2006

















4



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|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|------------------------------------------------------------ | --------------------------------------- | ----------------------------------------------------------------------- | --------------------------------------------------------------- | ---------- | ----------- | ------------ | ----------- | -------------
|TIMBERLINE RESOURCES CORPORATION AND
SUBSIDIARIES           
|CONSOLIDATED BALANCE SHEETS                                 
|                                                             |                                         |                                                                         |                                                                 |            |             | December 31, |             | September 30,
|                                                             |                                         |                                                                         |                                                                 |            |             | 2007         |             | 2007         
|                                                             |                                         |                                                                         |                                                                 |            |             | (unaudited)  |             | (audited)    
|ASSETS                                                       |                                         |                                                                         |                                                                 |            |            
|                                                             | CURRENT ASSETS:                         |                                                                         |                                                                 |            |             |             
|                                                             |                                         | Cash                                                                    |                                                                 | $          | 5,287,039   | $            | 3,949,988  
|                                                             |                                         | Accounts receivable                                                     |                                                                 |            | 1,738,257   |              | 3,882,275  
|                                                             |                                         | Employee receivable                                                     |                                                                 |            | 12,155      |              | 7,073      
|                                                             |                                         | Materials and supplies
inventory                                        |                                                                 |            | 2,498,936   |              | 1,925,392  
|                                                             |                                         | Prepaid expenses                                                        |                                                                 |            | 480,537     |              | 373,288    
|                                                             |                                         |                                                                         | TOTAL CURRENT ASSETS                                            |            |             | 10,016,924   |             | 10,138,016   
|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|                                                             | PROPERTY, MINERAL RIGHTS AND
EQUIPMENT: |                                                                         |                                                                 |            |             |             
|                                                             |                                         | Property, mineral rights and
equipment, net of accumulated depreciation |                                                                 |            | 9,208,619   |              | 8,008,928  
|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|                                                             | OTHER ASSETS:                           |                                                                         |                                                                 |            |             |             
|                                                             |                                         | Restricted cash                                                         |                                                                 |            | 800,000     |              | 802,860    
|                                                             |                                         | Deposits and other assets                                               |                                                                 |            | 203,948     |              | 147,058    
|                                                             |                                         | Intangible assets, net of
amortization                                  |                                                                 |            | 88,891      |              | 105,557    
|                                                             |                                         | Goodwill                                                                |                                                                 |            | 2,808,524   |              | 2,808,524  
|                                                             |                                         |                                                                         | TOTAL OTHER ASSETS                                              |            |             | 3,901,363    |             | 3,863,999    
|                                                             | TOTAL ASSETS                            |                                                                         | $                                                               | 23,126,906 | $           | 22,010,943  
|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|LIABILITIES, TEMPORARY EQUITY
AND STOCKHOLDERS' EQUITY       |                                         |                                                                         |                                                                 |           
|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|                                                             | CURRENT LIABILITIES:                    |                                                                         |                                                                 |            |             |             
|                                                             |                                         | Note payable to bank                                                    |                                                                 | $          | 599,065     | $            | 599,065    
|                                                             |                                         | Accounts payable                                                        |                                                                 |            | 2,882,411   |              | 3,617,165  
|                                                             |                                         | Accrued expenses                                                        |                                                                 |            | 985,021     |              | 944,627    
|                                                             |                                         | Notes payable - related
parties                                         |                                                                 |            | 60,000      |              | 787,000    
|                                                             |                                         | Deferred revenue                                                        |                                                                 |            | 118,332     |              | 250,000    
|                                                             |                                         | Current portion of capital
leases                                       |                                                                 |            | 480,952     |              | 476,032    
|                                                             |                                         | Current portion of notes payable                                        |                                                                 |            | 313,842     |              | 300,638    
|                                                             |                                         |                                                                         | TOTAL CURRENT LIABILITIES                                       |            |             | 5,439,623    |             | 6,974,527    
|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|                                                             | LONG-TERM LIABILITIES:                  |                                                                         |                                                                 |            |             |             
|                                                             |                                         | Capital leases, net of current
portion                                  |                                                                 |            | 642,165     |              | 647,416    
|                                                             |                                         | Notes payable, net of current
portion                                   |                                                                 |            | 629,606     |              | 571,534    
|                                                             |                                         |                                                                         | TOTAL LONG-TERM LIABILITIES                                     |            |             | 1,271,771    |             | 1,218,950    
|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|                                                             | COMMITMENTS AND
CONTINGENCIES           |                                                                         |                                                                 | -          |             | -           
|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|                                                             | TEMPORARY EQUITY                        |                                                                         |                                                                 |            |             |             
|                                                             |                                         | Series A Preferred stock, $0.01 par
value; liquidation and redemption   |                                                                 |            |             |              |            
|                                                             |                                         |                                                                         | value $2,737,741; 5,000,000 shares
authorized, 4,700,000 issued |            |             |              |             |              
|                                                             |                                         |                                                                         | and outstanding                                                 |            |             | 1,880,000    |             | 1,880,000    
|                                                             |                                         |                                                                         |                                                                 |            |             |              |             |              
|                                                             | STOCKHOLDERS' EQUITY:                   |                                                                         |                                                                 |            |             |             
|                                                             |                                         | Preferred stock, $0.01 par value;
5,000,000 shares authorized,          |                                                                 |            |             |              |            
|                                                             |                                         |                                                                         | none issued and outstanding                                     |            |             | -            |             | -            
|                                                             |                                         | Common stock, $0.001 par value;
100,000,000 shares                      |                                                                 |            |             |              |            
|                                                             |                                         |                                                                         | authorized, 26,504,103 and
24,801,108  shares issued            |            |             |              |             |              
|                                                             |                                         |                                                                         | and outstanding,
respectively                                   |            |             | 26,503       |             | 24,801       
|                                                             |                                         | Common stock subscribed                                                 |                                                                 |            | -           |              | (802,761)  
|                                                             |                                         | Additional paid-in capital                                              |                                                                 |            | 24,220,756  |              | 20,433,478 
|                                                             |                                         | Accumulated deficit                                                     |                                                                 |            | (9,711,747) |              | (7,718,052)
|                                                             |                                         |                                                                         | TOTAL STOCKHOLDERS' EQUITY                                      |            |             | 14,535,512   |             | 11,937,466   
|                                                             | TOTAL LIABILITIES, TEMPORARY
EQUITY AND |                                                                         |                                                                 |            |             |             
|                                                             |                                         | STOCKHOLDERS' EQUITY                                                    |                                                                 | $          | 23,126,906  | $            | 22,010,943 
|                                                             |                                         |                                                                         |                                                                 |            |             |              |            
|See accompanying notes to consolidated financial
statements.



5



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|                                                             |                                           |                              |             |            |               |            |             
|------------------------------------------------------------ | ----------------------------------------- | ---------------------------- | ----------- | ---------- | ------------- | ---------- | ------------
|TIMBERLINE RESOURCES CORPORATION AND
SUBSIDIARIES           
|CONSOLIDATED STATEMENTS OF
OPERATIONS                       
|                                                             |                                           |                              |             |            | Quarter Ended
|                                                             |                                           |                              |             |            | December 31,  |            | December 31,
|                                                             |                                           |                              |             |            | 2007          |            | 2006        
|                                                             |                                           |                              |             |            | (unaudited)   |            | (unaudited) 
|REVENUES                                                     |                                           | $                            | 6,435,125   | $          | 3,208,337    
|                                                             |                                           |                              |             |            |               |            |             
|COST OF REVENUES                                             |                                           |                              | 4,949,665   |            | 2,844,189    
|                                                             |                                           |                              |             |            |               |            |             
|GROSS PROFIT                                                 |                                           |                              | 1,485,460   |            | 364,148      
|                                                             |                                           |                              |             |            |               |            |             
|OPERATING EXPENSES:                                          |                                           |                              |             |            |              
|                                                             | Mineral exploration expenses              |                              |             | 576,752    |               | 82,957    
|                                                             | Other general and administrative expenses |                              |             | 2,915,765  |               | 1,344,761 
|                                                             | Loss (gain) on sale of equipment          |                              |             | (14,641)   |               | 4,379     
|                                                             |                                           | TOTAL OPERATING EXPENSES     |             |            | 3,477,876     |            | 1,432,097   
|                                                             |                                           |                              |             |            |               |            |             
|LOSS FROM OPERATIONS                                         |                                           |                              | (1,992,416) |            | (1,067,949)  
|                                                             |                                           |                              |             |            |               |            |             
|OTHER INCOME (EXPENSE):                                      |                                           |                              |             |            |              
|                                                             | Other income                              |                              |             | 69,200     |               | 8,727     
|                                                             | Interest income                           |                              |             | 75,089     |               | 1,808     
|                                                             | Interest expense                          |                              |             | (145,568)  |               | (81,628)  
|                                                             |                                           | TOTAL OTHER INCOME (EXPENSE) |             |            | (1,279)       |            | (71,093)    
|                                                             |                                           |                              |             |            |               |            |             
|NET LOSS BEFORE INCOME TAXES                                 |                                           |                              | (1,993,695) |            | (1,139,042)  
|                                                             |                                           |                              |             |            |               |            |             
|INCOME TAX EXPENSE                                           |                                           |                              | -           |            | -            
|NET LOSS                                                     |                                           | $                            | (1,993,695) | $          | (1,139,042)  
|                                                             |                                           |                              |             |            |               |            |             
|NET LOSS PER SHARE AVAILABLE TO COMMON                       |                                           |                              |             |            |              
|                                                             | STOCKHOLDERS, BASIC AND DILUTED           |                              | $           | (0.08)     | $             | (0.10)    
|                                                             |                                           |                              |             |            |               |            |             
|WEIGHTED AVERAGE NUMBER                                      |                                           |                              |             |            |              
|                                                             | OF COMMON SHARES OUTSTANDING,             |                              |             |            |               |           
|                                                             | BASIC AND DILUTED                         |                              |             | 25,781,215 |               | 11,025,909
|                                                             |                                           |                              |             |            |               |           
|See accompanying notes to consolidated financial
statements.





6



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|                                                             |                                                |                                              |           |             |               |             |             
|------------------------------------------------------------ | ---------------------------------------------- | -------------------------------------------- | --------- | ----------- | ------------- | ----------- | ------------
|TIMBERLINE RESOURCES CORPORATION AND
SUBSIDIARIES           
|CONSOLIDATED STATEMENTS OF CASH
FLOWS                       
|                                                             |                                                |                                              |           |             | Quarter Ended
|                                                             |                                                |                                              |           |             | December 31,  |             | December 31,
|                                                             |                                                |                                              |           |             | 2007          |             | 2006        
|                                                             |                                                |                                              |           |             | (unaudited)   |             | (unaudited) 
|CASH FLOWS FROM OPERATING ACTIVITIES:                        |                                                |                                              |           |             |              
|                                                             | Net loss                                       |                                              | $         | (1,993,695) | $             | (1,139,042)
|                                                             | Adjustments to reconcile net loss to net cash  |                                              |           |             |               |            
|                                                             | provided (used) by
operating activities:       |                                              |           |             |               |            
|                                                             |                                                | Depreciation and amortization                |           |             | 204,288       |             | 313,740     
|                                                             |                                                | Loss (gain) on sale of equipment             |           |             | (14,641)      |             | 4,379       
|                                                             |                                                | Common stock issued for consulting           |           |             | 70,898        |             | 36,249      
|                                                             |                                                | Share based compensation                     |           |             | 610,444       |             | 68,350      
|                                                             | Changes in assets and liabilities:             |                                              |           |             |               |            
|                                                             |                                                | Accounts receivable                          |           |             | 1,543,123     |             | 692,891     
|                                                             |                                                | Materials and supplies inventory             |           |             | (573,544)     |             | (332,617)   
|                                                             |                                                | Prepaid expenses, deposits, and other assets |           |             | (114,139)     |             | (89,789)    
|                                                             |                                                | Employee receivable                          |           |             | (5,082)       |             | (10,270)    
|                                                             |                                                | Accounts payable                             |           |             | (734,754)     |             | (125,207)   
|                                                             |                                                | Accrued expenses                             |           |             | 40,593        |             | (93,456)    
|                                                             |                                                | Deferred revenue                             |           |             | (131,668)     |             | -           
|                                                             |                                                | Accrued interest - related party payables    |           |             | -             |             | (2,154)     
|                                                             |                                                | Deferred lease income                        |           |             | -             |             | (8,727)     
|                                                             |                                                | Net cash used
by operating activities        |           |             | (1,098,177)   |             | (685,653)   
|                                                             |                                                |                                              |           |             |               |             |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                        |                                                |                                              |           |             |              
|                                                             | Purchase of equipment                          |                                              |           | (519,276)   |               | (117,921)  
|                                                             | Change in restricted cash                      |                                              |           | 2,660       |               | -          
|                                                             | Purchase of investment in equity security      |                                              |           | (50,000)    |               | -          
|                                                             | Proceeds from sale of equipment                |                                              |           | 14,641      |               | 8,536      
|                                                             |                                                | Net cash used by investing activities        |           |             | (551,975)     |             | (109,385)   
|                                                             |                                                |                                              |           |             |               |             |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                        |                                                |                                              |           |             |              
|                                                             | Net proceeds from line of credit               |                                              |           | -           |               | 596,065    
|                                                             | Proceeds from related party notes payable      |                                              |           | 60,000      |               | -          
|                                                             | Payments on related party notes payable        |                                              |           | (787,000)   |               | (329,439)  
|                                                             | Payments on notes payable                      |                                              |           | (79,265)    |               | (41,688)   
|                                                             | Payments on capital leases                     |                                              |           | (116,934)   |               | (127,328)  
|                                                             | Proceeds from exercise of warrants             |                                              |           | 817,273     |               | -          
|                                                             | Proceeds from issuances of stock and warrants, |                                              |           |             |               |            
|                                                             | net of stock offering
costs                    |                                              |           | 3,093,129   |               | 2,665,000  
|                                                             |                                                | Net cash provided by financing activities    |           |             | 2,987,203     |             | 2,762,610   
|                                                             | Net increase in cash                           |                                              |           | 1,337,051   |               | 1,967,572  
|CASH AT BEGINNING OF PERIOD                                  |                                                |                                              | 3,949,988 |             | 732,245      
|CASH AT END OF PERIOD                                        |                                                | $                                            | 5,287,039 | $           | 2,699,817    
|                                                             |                                                |                                              |           |             |               |             |             
|NON-CASH FINANCING AND INVESTING
ACTIVITIES:                 |                                                |                                              |           |             |              
|                                                             |                                                |                                              |           |             |               |             |             
|                                                             | Account receivable exchanged for equipment     |                                              | $         | 600,895     | $             | -          
|                                                             | Capital lease for equipment purchase           |                                              |           | 228,672     |               | -          
|                                                             | Note payable issued for equipment purchase     |                                              |           | 38,472      |               | 17,560     
|                                                             |                                                |                                              |           |             |               |            
|See accompanying notes to consolidated financial
statements.





7



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1  ORGANIZATION AND DESCRIPTION OF
BUSINESS:



Timberline Resources
Corporation (Timberline or the Company) was incorporated in August of 1968
under the laws of the state of Idaho as Silver Crystal Mines, Inc., for the
purpose of exploring for precious metal deposits and advancing them to
production.



During the first quarter
of 2006, the Company acquired Kettle Drilling, Inc. (Kettle Drilling or
Kettle) and its Mexican subsidiary, World Wide Exploration S.A. de C.V.
(World Wide). Kettle provides drilling services
to the mining and mineral exploration industries across North America and
worldwide.



NOTE
2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:



a. Basis of presentation  The accompanying unaudited
consolidated financial statements have been prepared by the Company in
accordance with accounting principles generally accepted in the United States of
America for interim financial information, as well as the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of the Companys
management, all adjustments (consisting of only normal recurring accruals)
considered necessary for a fair presentation of the interim financial statements
have been included. Operating results for the three-month period ended December
31, 2007 are not necessarily indicative of the results that may be expected for
the full year ending September 30, 2008.



For
further information refer to the financial statements and footnotes thereto in
the Companys Annual Report on Form 10-KSB for the year ended September 30,
2007.

b.Principles of consolidation The consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries, Kettle Drilling and World Wide after elimination of the
intercompany accounts and transactions.



c.Exploration Expenditures  All exploration expenditures
are expensed as incurred. Significant property acquisition payments for active
exploration properties are capitalized. If no mineable ore body is discovered,
previously capitalized costs are expensed in the period the property is
abandoned.



d.Estimates and assumptions The preparation of financial
statements in accordance with accounting principles generally accepted in the
United States of America requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities at the dates of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these estimates and
assumptions and could have a material effect on the Companys reported financial
position and results of operations.



e.
Reclassifications  Certain amounts in the prior-period financial statements
have been reclassified for comparative purposes to conform to current period
presentation with no effect on previously reported net loss.



f.Investments  The Company owns 1,000,000 restricted shares of Rae Wallace
Mining Company, a public corporation.  The investment is recorded at cost
which management estimates approximates fair market value at December 31,
2007.



8



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued):



g. Provision for Taxes  Income taxes are provided based
upon the liability method of accounting pursuant to Statement of Financial
Accounting Standards No. 109,  Accounting for Income Taxes (hereafter
SFAS No. 109). Under this approach, deferred income taxes are recorded to
reflect the tax consequences in future years of differences between the tax
basis of assets and liabilities and their financial reporting amounts at each
year-end. A valuation allowance is recorded against the deferred tax asset if
management believes it is more likely than not that some portion or all of the
deferred tax assets will not be realized (See Note 9).

h.Stock-based compensation The Company adopted Statement
of Financial Accounting Standards No. 123 (revised 2004), Share-based
Payment (SFAS 123(R)), at the beginning of fiscal year 2007, which
requires the measurement of the cost of employee services received in exchange
for an award of an equity instrument on the grant-date fair value of the award.
The Company has chosen to use the modified prospective transition method under
SFAS 123(R). The Companys financial statements for the year ended September 30,
2007 and the quarter ended December 31, 2007 reflect the impact of this
adoption.



Under
SFAS 123(R), the Company is required to select a valuation technique or
option-pricing model that meets the criteria as stated in the standard. At
present, the Company is continuing to use the Black-Scholes model, which
requires the input of some subjective assumptions. These assumptions include
estimating the length of time employees will retain their vested stock options
before exercising them (expected term), the estimated volatility of the
Companys common stock price over the expected term (volatility), the
risk-free interest rate and the dividend yield. Changes in the subjective
assumptions can materially affect the estimate of fair value of stock-based
compensation.

i.Net loss per share Statement of Financial Accounting
Standards No. 128, Earnings per Share requires dual presentation of basic
earnings per share (EPS) and diluted EPS on the face of all income statements
issued after December 15, 1997, for all entities with complex capital
structures. Basic EPS is computed as net income (loss) divided by the weighted
average number of common shares outstanding for the period. Diluted EPS reflects
the potential dilution that could occur from common shares issuable through
stock options, warrants, and other convertible securities.



Cumulative but
undeclared dividends on the Series A Preferred Stock (Note 6) for the three
months ended December 31, 2007 have been considered in the EPS computation.



The
dilutive effect of convertible and exercisable securities, in periods of future
income as of December 31, 2007, is as follows:



Stock options3,020,001

Warrants                                
3,223,649

Convertible preferred stock     
4,700,000



Total possible
dilution        10,943,650



At
December 31, 2007 and 2006, the effect of the Companys outstanding options and
common stock equivalents would have been anti-dilutive.



9



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued):



j.New accounting pronouncements In September 2006, the
Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value
Measurements, (SFAS 157), which will become effective in our 2008 financial
statements. SFAS 157 establishes a framework for measuring fair value and
expands disclosure about fair value measurements, but does not require any new
fair value measurements. The Company has not yet determined the effect that
adoption of SFAS 157 may have on the results of operations or financial
position.



The
FASB issued Statement No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115, in
the first quarter 2007. The statement allows entities to value financial
instruments and certain other items at fair value. The statement provides
guidance over the election of the fair value option, including the timing of the
election and specific items eligible for the fair value accounting. Changes in
fair values would be recorded in earnings. The Company is evaluating the impact
the adoption of this statement will have, if any, on its financial
statements.



On October 1, 2007, we adopted Financial Accounting Standards
Board Interpretation No. 48, Accounting for Uncertainty in Tax Positions(FIN48).  FIN48 prescribes a recognition threshold and measurement
attribute for the recognition and measurement of tax positions taken or expected
to be taken in income tax returns.  FIN48 also provides guidance on
de-recognition of income tax assets and liabilities, classification of current
and deferred income tax assets and liabilities, and accounting for interest and
penalties associated with tax positions.  In the course of our assessment,
we determined that we were subject to examination of our income tax filings in
the United States and various state jurisdictions for the 2003  2006 tax
years.  Within each of these jurisdictions we examined our material tax
positions to determine whether we believed they would be sustained under the
more-likely-than-not guidance provided by FIN48.  If interest and penalties
were to be assessed, we would charge interest to interest expense, and penalties
to other operating expense.  As a result of our assessment, we have
concluded that the adoption of FIN48 had no significant impact on the Companys
results of operations or balance sheet for the quarter ended December 31, 2007,
and required no adjustment to opening balance sheet accounts as of October 1,
2007.



10



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued):



In
December 2007, the FASB revised SFAS No. 141 Business Combinations.  The
revised standard is effective for transactions where the acquisition date is on
or after the beginning of the first annual reporting period beginning on or
after December 15, 2008.SFAS No. 141(R)
will change the accounting for the assets acquired and liabilities assumed in a
business combination.

·Acquisition costs
will be generally expensed as incurred;

·Non-controlling
interests (formally known as minority interests) will be valued at fair value
at the acquisition date;

·Acquired contingent
liabilities will be recorded at fair value at the acquisition date and
subsequently measured at either the higher of such amount or the amount
determined under existing guidance for non-acquired contingencies;

·In-process research
and development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date

·Restructuring costs
associated with a business combination will be generally expensed subsequent to
the acquisition date; and

·Changes in deferred
tax asset valuation allowances and income tax uncertainties after the
acquisition date generally will affect income tax expense.



The
adoption of SFAS No. 141(R) does not currently have a material effect on our
Consolidated Financial Statements. However, any future business acquisitions
occurring on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008 will be accounted for in accordance with
this statement.



NOTE 3  RELATED PARTY TRANSACTIONS:



In 2006, Kettle Drilling
entered into loan agreements with its officers, David Deeds and Doug Kettle.
 These loans totaled $160,000 and $627,000, respectively as of September
30, 2007. David Deeds is the Chief Executive Officer of Kettle Drilling and a
shareholder of the Company.  Mr. Kettle is the President of Kettle Drilling
and a shareholder of the Company. The loans bear interest at 10% and are due on
demand. There was no accrued interest outstanding as of December 31, 2007 and
September 30, 2007.



Related party notes
payable consist of the following at December 31, 2007 and September 30,
2007:



|                     |   |               |   |              
|-------------------- | - | ------------- | - | -------------
|                     |   | Dec. 31, 2007 |   | Sep. 30,
2007
|                     |   |               |   |              
|Doug & Brenda Kettle | $ | 60,000        | $ | 627,000      
|David Deeds          |   | 0             |   | 160,000      
|Less
current portion |   | (60,000)      |   | (787,000)    
|                     | $ | 0             | $ | 0            





11



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4  COMMON STOCK AND WARRANTS:



During September, 2007,
the Company initiated a private placement of the Companys restricted common
stock. Under the private placement subscription agreement, the Company can sell
up to 2,545,455 units for a total of $7,000,000, plus up to 5% in
over-subscriptions. Each unit consists of one share of common stock and one half
of one Class A Warrant; with each whole warrant exercisable to acquire one
additional share of common stock at an exercise price of $3.50 per share for the
period of twenty-four months from the Issue Date. The units were sold for $2.75
each, representing managements estimate of the fair value of the Companys
unregistered common stock and warrants at the time of sale. In connection with
this offering, the Company agreed to use commercially reasonable efforts to file
a resale registration on Form SB-2 (or such other available form) no later than
60 days after the Closing Date and cause such registration to be declared
effective no later than 120 days of the Closing Date (150 days if reviewed by
the SEC).  The registration statement is to register for resale the shares
of common stock and the shares of common stock acquirable upon exercise of the
warrants.  The Company sold a total of 2,626,694 units for total proceeds
of $7,223,408; with 1,780,972 units for proceeds of $4,897,673 closing on
September 30, 2007, 288,182 units for proceeds of $792,500 closing on October 1,
2007, and 557,540 units for proceeds of $1,533,235 closing on October 11, 2007.
 As of December 31, 2007, there are 1,313,348 warrants outstanding from
this placement.



During the quarter ended
December 31, 2007, the Company granted 40,000 restricted shares to an executive
of the company as compensation.  The shares were valued at the Companys
common stock trading price as of the close of business on the date of issuance
which resulted in the recording of $136,000 to expense.



During the quarter ended
December 31, 2007, the Company issued 817,273 shares of common stock as a result
of warrants exercised.  The warrants were granted pursuant to a private
placement during 2006 and were exercised at a price of $1.00 per warrant.



The following is a summary of the
Companys warrants outstanding:



|                                  |           |   |                                
|--------------------------------- | --------- | - | -------------------------------
|                                  | Warrants  |   | Weighted Average Exercise Price
|Outstanding at
September 30, 2007 | 3,618,061 | $ | 1.62                           
|Issued                            | 422,861   |   | 3.50                           
|Exercised                         | (817,273) |   | (1.00)                         
|Outstanding at
December 31, 2007  | 3,223,649 |   | 2.02                           
|                                  |           |   |                                

These warrants expire as follows:



|          |       |                   
|--------- | ----- | ------------------
|Warrants  | Price | Expiration
Date   
|811,501   | $1.00 | January 31, 2008  
|1,098,800 | $1.00 | December 31, 2008 
|1,313,348 | $3.50 | September 30, 2009
|3,223,649 |       |                   





12



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5  STOCK OPTIONS:



The Company has
established a stock incentive plan as amended August 31, 2006, to authorize the
granting of up to 2,750,000 stock options to employees, directors and
consultants.  The plan documents include a provision for all options
granted to be exercised through a cashless exercise.



During October 2007, the
Company granted 1,230,000 options to purchase common stock to directors and
employees of the company as compensation for services rendered. The options have
an exercise price of $3.40, the market price of the common stock on that date,
and vest over the next two years.  These options expire five years from the
grant date.  The fair value of the options granted was estimated on their
grant date using the Black-Scholes Option Price Calculation. The following
assumptions were made in estimating fair value: risk-free interest rate of
3.75%; volatility of 82.3%; expected life of three years; dividend yield of
zero. The options were valued at $1.87 per share. 493,336 of these options
vested immediately, however only 267,500 were available under the reserve limit
of the plan.  Accordingly, an expense relating to those that were available
under the reserve of the plan was recognized during the quarter in the amount of
$500,225 and is included in Other general and administrative expenses.  The
expense was allocated on a pro-rata basis according to the number of options
that vested immediately on the grant date.  The remaining 225,836 options
that did not vest because they were in excess of the reserve limit of the plan
will only vest upon shareholder approval of an increase in the reserve limit.
 An additional 82,918 options vested during the quarter ended December 31,
2007 and an expense of $45,118 was taken related to those vested options.



The current number of
securities to be issued upon exercise of outstanding options exceeds the
authorized shares to be issued under the Amended 2005 Equity Incentive Plan
which was approved by shareholders on September 22, 2006.  The Company
plans to seek an increase in the number of authorized shares to be issued under
the Amended 2005 Equity Incentive Plan at its next annual shareholders meeting.
 If the requested increase in the number of authorized shares is not
approved, only 2,750,000 options will vest and may be exercised.  If the
requested increase in the number of authorized shares to be issued under the
Plan is approved, the expense related to the remaining options that were to vest
immediately upon grant will be recognized in the period where shareholder
approval is obtained.  The Company cancelled 283,332 options during the
quarter ended December 31, 2007 pursuant to the terms of the Amended 2005 Equity
Incentive Plan.  There are 926,255 options vested as of December 31, 2007
while 2,093,746 remain unvested and vest over the next 3 years.





13



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5  STOCK OPTIONS (continued):



The
following is a summary of the Companys options issued under the Amended 2005
Equity Incentive Plan:

| |                                                                        |                     |  |              |           |       |      |          |  | 
| | ---------------------------------------------------------------------- | ------------------- |  | ------------ | --------- | ----- | ---- | -------- |  | 
| |                                                                        |                     |  |              |           |       |      | Weighted
| |                                                                        |                     |  |              |           |       |      | Average 
| |                                                                        |                     |  |              |           |       |      | Exercise
| |                                                                        |                     |  | Options      |           | Price
| |                                                                        |                     |  |              |           |       |      |          | 
| | Outstanding at September 30,
2007                                      |                     |  | 2,073,333    |           | $     | 2.13
| |                                                                        | Granted             |  |              | 1,230,000 |       |      | 3.40    
| |                                                                        | Exercised           |  |              | -0-       |       |      | -0-     
| |                                                                        | Expired /
Cancelled |  |              | 283,332   |       |      | 1.03    
| |                                                                        |                     |  |              |           |       |      |          | 
| | Outstanding at December 31,
2007                                       |                     |  | 3,020,001(1) |           | $     | 2.75
| |                                                                        |                     |  |              |           |       |      |          | 
| | Exercisable at December 31,
2007                                       |                     |  | 700,419      |           | $     | 1.87
| |                                                                        |                     |  |              |           |       |      |          | 
| | Weighted average fair value of
options granted during the period ended |                     |  |              |           |       |     
| |                                                                        | December 31, 2007   |  |              |           |       | $    | 1.87    



The
average remaining contractual term of the options outstanding and exercisable at
December 31, 2007 is 4.20 and 3.36 years, respectively.



(1)As discussed above, options granted that are in excess
of the reserve limit of the Companys Amended 2005 Equity Incentive Plan are
subject to shareholder approval of an increased reserve limit.



NOTE 6  PREFERRED STOCK:



Timberline is authorized to issue up to 10,000,000 shares of
preferred stock, $.01 par value. The Board of Directors of Timberline is
authorized to issue the preferred stock from time to time in series and is
further authorized to establish such series, to fix and determine the variations
in the relative rights and preferences as between series, to fix voting rights,
if any, for each series, and to allow for the conversion of preferred stock into
Common Stock.



On February 26, 2006, our
Board of Directors adopted a resolution creating a series of Five Million Shares
(5,000,000) shares of voting, convertible Preferred Stock designated as Series A
Preferred Stock.  The Preferred Stock was issued to the Doug Kettle and
Dave Deeds (the Kettle Shareholders) as a part of the consideration delivered
to them for the acquisition of Kettle Drilling.



As of December 31, 2007,
there is $152,741 of cumulative but undeclared dividends on the Series A
Preferred Stock and the conversion price remains $0.40.



14



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6  PREFERRED STOCK (continued):



The Company has determined
that the preferred stock of the Company should be classified as a temporary
equity item on the Companys balance sheet.  As a result, the preferred
stock is classified in a mezzanine section of temporary equity presented
between total liabilities and stockholders equity.



NOTE 7  COMMITMENTS AND CONTINGENCIES:



Real Estate Lease
Commitments

The Company has real
estate lease commitments related to its main office in Coeur dAlene, Idaho, a
facility in Butte, Montana, offices of Kettle Drilling in Coeur dAlene, Idaho,
a storage shop in Rathdrum, Idaho, and its operational facility in Elko, Nevada.
The Companys Mexico subsidiary also leases facilities for its administrative
office and warehouse under defined term lease agreements which are for one year.
Total office and storage rental expense aggregated $51,805 and $31,682 for
quarters ended December 31, 2007 and 2006, respectively.



Environmental
Contingencies

The Company has in past
years been engaged in mining in northern Idaho, which is currently the site of a
federal Superfund cleanup project. Although the Company is no longer involved in
mining in this or other areas at present, the possibility exists that
environmental cleanup or other environmental restoration procedures could remain
to be completed or mandated by law, causing unpredictable and unexpected
liabilities to arise. At the date of these financial statements, the Company is
not aware of any environmental issues or litigation relating to any of its
current or former properties.





15



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TIMBERLINE RESOURCES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
8  SEGMENT INFORMATION:



The Company has three
operating segments at December 31, 2007: drilling revenues from Kettle Drilling;
drilling revenues in Mexico through Kettles subsidiary, World Wide Exploration;
and Timberlines exploration activities.



Segment information (after
intercompany eliminations) for the quarters ended December 31, 2007 and 2006 is
as follows:



|                                     |   |             |   |            
|------------------------------------ | - | ----------- | - | -----------
|                                     |   |             |   |            
|Revenues:                            |   | 2007        |   | 2006       
|Timberline                           | $ | -           | $ | -          
|Kettle Drilling                      |   | 4,942,179   |   | 2,641,110  
|World Wide Exploration               |   | 1,492,946   |   | 567,227    
|Total
revenues                       | $ | 6,435,125   | $ | 3,208,337  
|                                     |   |             |   |            
|Income / (Loss)
before income taxes: |   |             |   |            
|Timberline                           | $ | (1,678,877) | $ | (534,094)  
|Kettle Drilling                      |   | (325,415)   |   | (617,463)  
|World Wide Exploration               |   | 10,597      |   | 12,515     
|Income
/ (Loss) before income taxes  | $ | (1,993,695) | $ | (1,139,042)
|                                     |   |             |   |            
|Total assets:                        |   |             |   |            
|Timberline                           | $ | 18,012,087  | $ | 9,210,326  
|Kettle Drilling                      |   | 4,204,515   |   | 2,187,322  
|World Wide Exploration               |   | 910,304     |   | 713,237    
|Total
assets                         | $ | 23,126,906  | $ | 12,110,885 



The accounting policies of
the segments are the same as those described in the notes to the consolidated
financial statements included in the Companys annual report filed on Form
10-KSB for the fiscal year ended September 30, 2007, after considering newly
adopted accounting pronouncements described elsewhere herein. Separate
management of each segment is required because each business unit is subject to
different marketing, production, and technology strategies.



During the quarter ended
December 31, 2007, revenues from transactions with four customers each amounted
to 10% or more of our total revenues.  One such customer accounted for
revenue of $1,393,576, another customer accounted for revenue of $1,286,734,
another customer accounted for revenue of $754,673, and another customer
accounted for revenue of $579,916.  The revenue for all four of those
customers is reported through Kettle Drilling.



The assets of Timberline
are located in the United States.  The assets of Kettle Drilling are also
located in the United States and their revenues are derived from drilling
contracts in the United States.  The assets of World Wide Exploration are
located in Mexico and their revenues are derived from drilling contracts in
Mexico.



Timberline is not an
operating entity at this point insofar as they are not generating revenues from
the sales of their properties, but they are actively exploring several
properties for their mining potential.



16



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION



You should read the following discussion
and analysis of our financial condition and results of operations together with
our financial statements and related notes appearing elsewhere in this quarterly
report.  This discussion and analysis contains forward-looking statements
that involve risks, uncertainties and assumptions.  Our actual results may
differ materially from those anticipated in these forward-looking statements as
a result of many factors, including, but not limited to, those set forth under
Risk Factors and Uncertainties in our Annual Report on Form 10-KSB, filed with
the SEC on January 14, 2008.



Overview

We commenced our exploration stage in
January 2004 with the change in the management of the Company.  From
January 2004 until March 2006, we were strictly a mineral exploration
company.  Beginning with the management appointments of John Swallow and
Paul Dircksen and our acquisition of a drilling services company, Kettle
Drilling, Inc. (Kettle), in March 2006, we have advanced a new, aggressive
business plan.  Prior to our new business model, the addition of new
management, and the purchase of Kettle, the Company had no reported revenues and
accumulated losses.



Our corporate objective is to provide
investors with significant exposure to both the picks and shovels and blue
sky aspects of our industry.  We believe that our business model is highly
scalable and uniquely well-positioned to take advantage of the environment that
currently exists in the mining and exploration industries.  We have the
people and knowledge base to continue to evaluate growth opportunities  either
organically or through mergers and acquisitions.



During the quarter we completed the final
tranches of our earlier offering, raising an additional $2.32-million, added Ron
Guill and Jim Moore to our Board of Directors and announced the signing of a
non-binding Letter of Intent (LOI) to acquire Small Mine Development, LLC
(SMD), one of the largest underground mine contractors in the United
States.  We believe that upon receipt of shareholder approval and closing,
the acquisition of SMD will roughly quadruple our revenue and provide us with
the critical mass to be a significant player in the North American mining
services industry.  Furthermore, it is the opinion of management that the
expansion of our Board of Directors and announcing the Letter of Intent to
acquire SMD, LLC demonstrates our belief that a strong presence in both mining
services and exploration are likely to provide excellent returns to our
shareholders over the long term.



Additionally, during the quarter we
accelerated our exploration, permitting and drilling activity and our
expenditures are representative of our commitment to ramp up exploration
activity during 2008 on a number of our properties.  During the quarter we
initiated a seven-hole drill program at our Butte Highlands project.  As
part of the Butte Highlands program, permitting was completed, access roads and
drill pads constructed and a drill was mobilized to the site, however the onset
of bad weather prevented completion of the first hole.  The program is
planned to be both resumed and expanded as weather and drill rig availability
allows early in 2008.  Also during the quarter, we received the approval to
do a five-hole drill program on our Downeyville property in the Walker Lane area
of Nevada.  Drilling on that project began subsequent to the end of the
quarter.



Kettle and its subsidiary, World Wide
Exploration S.A. de C.V. (WWE), provide both surface and underground drilling
services but specialize in underground, hard rock core drilling.  Their
clients include both mining and exploration companies in the United States and
Mexico.



Results of Operations for Three
Months Ended December 31, 2007 and 2006



Combined Results  Timberline
Corporate, Timberline Exploration, Kettle Drilling and WWE



For the three months ended December 31,
2007, we reported $6,435,125 in revenue compared to $3,208,337 in the same
period of 2006.  Our revenues are derived entirely from our drilling
subsidiaries and comprised of $4,942,179 from Kettle Drilling and $1,492,946
from WWE.  Our revenue increase was primarily due to the growth in the
number of drill rigs operating this year versus last year.  Gross profit
from Kettle and WWE was $1,187,805 and $297,655, respectively for the three
months ended December 31, 2007.





17



---





Our overall after tax net loss for the
three months ended December 31, 2007 was $1,993,695 compared to an overall net
loss of $1,139,042 for the three months ended December 31, 2006.  Our net
loss for the three months ended December 31, 2007 is comprised of $1,678,877 for
Timberline Corporate and Exploration, $325,415 for Kettle Drilling and offset by
a gain of $10,597 at WWE.



Timberline Corporate and Exploration
Division



The after tax net loss
of $1,678,877 for the combined Timberline Corporate and the Exploration division
is comprised of non-cash charges of $708,332, exploration expenditures of
$576,752, and other general and administrative costs of $393,793.  Included
in the non-cash charges are expenses related to common stock issuances for
consulting services, stock based compensation, and for stock options that vested
during the quarter.  Also included in the non-cash charges is $26,990 in
Depreciation and Amortization.





Kettle Drilling and WWE



For the three months ended December 31,
2007, Kettle Drilling had revenues of $4,942,179 as compared to $2,641,110 for
the three months ended December 31, 2006.  WWE had revenues of $1,492,946
for the three months ended December 31, 2007 as compared to $567,227 for the
three months ended December 31, 2006.  The increase in revenues is
attributable to the growth in the number of operating drill rigs at each
company.



For the three months ended December 31,
2007, net loss before taxes from Kettle was $325,415 while net income at WWE was
$10,597, as compared to a net loss of $617,463 for Kettle and net income of
$12,515 for WWE for the three months ended December 31, 2006.  At Kettle,
the reduced loss from last year is attributable to stabilizing our growth, while
the net income at WWE remained nearly the same as the corresponding quarter in
2006 in spite of substantial revenue growth due to the expenses related to the
increased activity and number of drill rigs in Mexico.



Financial Condition and Liquidity



At December 31, 2007, we
had assets of $23,126,906 consisting of cash in the amount of $5,287,039;
accounts receivable in the amount of $1,738,257; inventories valued at
$2,498,936; property, plant, and equipment, net of depreciation of $9,208,619;
and other assets of $4,394,055.





Off-Balance Sheet Arrangements



We do not have any off balance sheet
arrangements that are reasonably likely to have a current or future effect on
our financial condition, revenues, results of operations, liquidity or capital
expenditures.



Critical Accounting Policies and
Estimates



See Note 2 to the financial statements
contained elsewhere in this Quarterly Report for a complete summary of the
significant accounting policies used in the presentation of our financial
statements. The summary is presented to assist the reader in understanding the
financial statements. The accounting policies used conform to accounting
principals generally accepted in the United States of America and have been
consistently applied in the preparation of the financial statements.



Our critical accounting policies are as follows:



Exploration
Expenditures



All exploration expenditures are expensed
as incurred.  Significant property acquisition payments for active
exploration properties are capitalized.  If no mineable ore body is
discovered, previously capitalized costs are expensed in the period the property
is abandoned.



Revenue Recognition



Generally, the Company recognizes drilling
service revenues as the drilling services are provided to the customer based on
the actual amount drilled for each contract. In some cases, the customer is
responsible for mobilization and stand by costs when the Company deploys its
personnel and equipment to a specific drilling site, but for reasons beyond the
Companys control, drilling activities are not able to take place. Usually, the
specific terms of each drilling job are agreed to by the customer and the
Company prior to the commencement of drilling.



Intangible Assets



Intangible assets from the acquisition of
Kettle Drilling, including employment contracts, and customer drilling
contracts, are stated at the estimated value at the date of acquisition.
 Amortization of employment contracts is calculated on a straight-line
basis over a useful life of three years.  Amortization of the drilling
contracts is calculated on a straight-line basis over the life of the contracts
(typically one year or less).  The value of employment and customer
drilling contracts will be periodically tested for impairment. Any impairment
loss revealed by this test would be reported in earnings for the period during
which the loss occurred.



Inventories



The Company values its inventories at the
lower of average cost or market, using the first-in-first-out (FIFO) method.
 Allowances are recorded for inventory considered to be in excess or
obsolete. Inventories consist primarily of parts, operating supplies, drill rods
and drill bits. The value of inventory previously used in drilling and still
considered useable, is valued at 25-90% of cost depending on remaining life
expectancy.



Review of Carrying Value of
Property and Equipment for Impairment



The Company reviews the carrying value of
property and equipment for impairment whenever events and circumstances indicate
that the carrying value of an asset may not be recoverable from the estimated
future cash flows expected to result from its use and eventual disposition. In
cases where undiscounted expected future cash flows are less than the carrying
value, an impairment loss is recognized equal to an amount by which the carrying
value exceeds the fair value of the asset. The factors considered by management
in performing this assessment include current operating results, trends and
prospects, the manner in which the property is used, and the effects of
obsolescence, demand, competition, and other economic factors.



Goodwill



Goodwill relates to the acquisition of
Kettle Drilling.  In accordance with Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, at least annually
goodwill is tested for impairment by applying a fair value based test.  In
assessing the value of goodwill, assets and liabilities are assigned to the
reporting units and a discounted cash flow analysis is used to determine fair
value. There was no impairment loss revealed by this test as of September 30,
2007.



Derivative Financial
Instruments



The Company does not use derivative
instruments to hedge exposures to cash flow, market, or foreign currency risks.
 Derivative financial instruments are initially measured at their fair
value. For derivative financial instruments that are accounted for as
liabilities, the derivative instrument is initially recorded at its fair value,
with changes in the fair value reported as charges or credits to income. For
option-based derivative financial instruments, we use the Black-Scholes option
pricing model to value the derivative instruments.



_________________________________________________________________________________________

Certain information contained in this Management
Discussion and Analysis constitutes forward looking

information and actual results could differ from
estimates, expectations or beliefs contained in such statements.





18



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NOTE: Certain parts of the following
Item 3. Disclosure Controls and Procedures reflect revisions incorporated by the
Company to clarify its disclosure regarding material weaknesses in its internal
control over financial reporting. Apart from revisions relating to this
clarified disclosure, this Item 3 has not been revised for new events and
developments occurring after the original filing date of February 19, 2008.
Please see the Companys subsequently filed Current Reports, Quarterly Reports,
and Annual Reports, as filed with the SEC, for a discussion of events occurring
subsequent to this Quarterly Report on Form 10-QSB/A.



ITEM 3. DISCLOSURE CONTROLS AND
PROCEDURES



Disclosure Controls and
Procedures



At the end of the quarter covered by this
report, an evaluation was carried out under the supervision of and with the
participation of the Companys management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the design
and operations of the Companys disclosure controls and procedures (as defined
in Rule 13a  15(e) and Rule15d  15(e) under the Exchange Act). Based on that
evaluation the CEO and the CFO have concluded that as of the end of the period
covered by this report, the Companys disclosure controls and procedures were
adequately designed and effective in ensuring that: (i) information required to
be disclosed by the Company in reports that it files or submits to the
Securities and Exchange Commission under the Exchange Act is recorded,
processed, summarized and reported  within the time periods specified in
applicable rules and forms and (ii) material information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to our management, including our CEO and CFO, as appropriate, to
allow for accurate and timely decisions regarding required disclosure.



The CEO and the CFO reached this conclusion
with respect to the Company's disclosure controls and procedures notwithstanding
the fact that we determined that there were material weaknesses with respect to
the Company's internal control over financial reporting, as discussed
below. While the CEO and CFO believe there is overlap between disclosure
controls and procedures and internal control over financial reporting, they have
concluded that a material weakness in internal controls limited to those
discussed below does not cause the Company's disclosure controls and
procedures to be ineffective. The Company's  CEO and CFO believe that
the inter-relation of disclosure controls and procedures and internal control
over financial reporting is specific to the particular control
policies adopted by the Company and the Company's CEO and CFO have
carefully considered such inter-relation of the Company's specific policies in
reaching this conclusion.  Specifically, the CEO and the CFO have
considered whether the material weakness in internal controls over financial
reporting, as discussed below, stemmed from or was indicative of a lapse in the
Company's disclosure policies related to inter-company reporting policies and
financial statement preparation policies.



As a non-accelerated
filer as defined in Rule 12b-2 of the Exchange Act of 1934, as amended, the
Company is not required to provide managements report on internal control over
financial reporting until its annual report for the fiscal year ended September
30, 2008.  Further, the Companys independent registered public accounting
firm is not required to provide an attestation on the Companys internal control
over financial reporting until the Companys annual report for the fiscal year
ended September 30, 2009.  The Companys management has not completed a
review of internal control over financial reporting necessary to comply with the
requirements for providing a managements report on internal control over
financial reporting and the material weaknesses determined to exist by
management are not the result of such a review.



Changes in Internal Control Over
Financial Reporting





In reviewing our internal controls over
financial reporting, the Companys management has determined that there were
material weaknesses in our internal control over financial reporting. 
These material weaknesses have been conveyed to our Audit Committee. 
Managements assessment is that these weaknesses are primarily
the result of not having enough sufficiently
qualified accounting personnel involved in the preparation of the Companys
consolidated financial statements.



Management is addressing these issues
through increased utilization of the accounting system that was implemented at
the Companys operating subsidiaries and by hiring more qualified accounting
personnel for the Company and its operating subsidiaries to aid in the
preparation and reporting of financial information. During the quarter
covered by this report the Company continued recruiting a qualified and
knowledgeable corporate controller. Subsequent to the end of the current
quarter, we hired a corporate controller and a controller for our Kettle
Drilling subsidiary and will continue to devote additional resources to
developing processes and strengthening internal controls to provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles.



There were no changes in the Companys
internal control over financial reporting, other than those discussed above,
that occurred during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.







19



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PART II  OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS.



Timberline is not a party to any pending
legal proceedings, and no such proceedings are known to be contemplated.



No director, officer or affiliate of
Timberline and no owner of record or beneficial owner of more than 5.0% of our
securities or any associate of any such director, officer or security holder is
a party adverse to Timberline or has a material interest adverse to Timberline
in reference to pending litigation.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS.



None.



ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES.



None.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.



None.



ITEM 5.  OTHER INFORMATION.



None.



ITEM 6. EXHIBITS.



|     |                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 | Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated
under the Securities and Exchange Act of1934, as
amended



|     |                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------
|32.1 | Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act









20



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SIGNATURES



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



| |                                 
| | --------------------------------
| | TIMBERLINE RESOURCES
CORPORATION



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | By:  /s/ Randal Hardy
___________________________________
Randal
Hardy
Chief
Executive Officer and Chief Financial Officer
(On
behalf of the registrant and as
Principal
Executive Officer and Principal Accounting and  Financial
Officer)

Date:  July 21, 2008



















21