SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549   FORM 10-QSB


For the fiscal quarter ended March 31, 2001





Littlefield Corporation


Delaware
  (State or other jurisdiction of incorporation or organization)

74-2723809(I.R.S. Employer Identification No.)

816 Congress Avenue, Suite 1250, Austin TX 78701     (512) 476-5141


---










|Part I. Financial
      Information
|-----------------------------------
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|Part II. Other
      Information   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|Signatures                         

Item 1. Financial Statements   Littlefield Corporation  CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


|Three Months
      Ended March 31,                                                   | 2001       |  | 2000      
|------------------------------------------------------------------------------------ | ---------- |  | ----------
|                                                                                     |            |  |           
|REVENUES:                                                                            |            |  |           
|Entertainment                                                                        | $1,754,721 |  | $1,358,225
|Amusements                                                                           | 303,055    |  | 1,848,377 
|Hospitality                                                                          | 100,513    |  | 0         
|Other                                                                                | 93,485     |  | 140,242   
|TOTAL REVENUES                                                                       | 2,251,774  |  | 3,346,844 
|                                                                                     |            |  |           
|DIRECT COSTS
      AND EXPENSES:                                                     |            |  |           
|Direct salaries
      and other compensation                                         | 302,646    |  | 204,804   
|Rent and utilities
      ($5,187 and $0, respectively to related parties)            | 406,864    |  | 470,102   
|Other direct
      operating costs                                                   | 450,044    |  | 333,279   
|Depreciation
      and amortization                                                  | 402,604    |  | 519,729   
|License expense                                                                      | 11,509     |  | 407,655   
|TOTAL COSTS AND
      EXPENSES                                                       | 1,573,667  |  | 1,935,569 
|                                                                                     |            |  |           
|GROSS MARGIN                                                                         | 678,107    |  | 1,411,275 
|                                                                                     |            |  |           
|GENERAL AND ADMINISTRATIVE
      EXPENSES                                            |            |  |           
|Salaries and
      other compensation                                                | 140,426    |  | 132,788   
|Legal and accounting
      fees                                                      | 29,994     |  | 51,911    
|Depreciation
      and amortization                                                  | 13,554     |  | 19,219    
|Other general
      and administrative ($15,900 and $8,000 to related parties)       | 119,586    |  | 106,990   
|Unusual and nonrecurring
      items:                                                |            |  |           
|Provision for
      doubtful accounts and write-offs                                 |            |  | 21,845    
|TOTAL GENERAL
      AND ADMINISTRATIVE EXPENSES                                      | 303,560    |  | 332,753   
|                                                                                     |            |  |           
|OPERATING INCOME
      (LOSS)                                                        | 374,547    |  | 1,078,522 
|OTHER INCOME
      AND EXPENSES:                                                     |            |  |           
|Interest and
      investment income ($0 and $1,227 respectively to related parties) | 59,112     |  | 44,425    
|Interest expense
      ($2,779 and $4,812, respectively to related parties)          | (24,208)   |  | (36,765)  
|Gain on fixed
      asset sales                                                      | 249,750    |  | 0         
|Other income
      and (expense)                                                     | (328)      |  | (4,447)   
|TOTAL OTHER INCOME
      AND EXPENSES                                                | 284,326    |  | 3,213     
|                                                                                     |            |  |           
|NET INCOME (LOSS)
      BEFORE PROVISION FOR INCOME TAXES                            | 658,873    |  | 1,081,735 
|PROVISION FOR
      INCOME TAXES                                                     | 32,538     |  | 9,424     
|NET INCOME BEFORE
      EXTRAORDINARY GAIN                                           | 626,335    |  | 1,072,311 
|Extra-ordinary
      gain on settlement with equipment lessors, net of income taxes  |            |  |           
|of $10,771                                                                           | 204,639    |  | 0         
|NET INCOME (LOSS)                                                                    | 830,974    |  | 1,072,311 
|                                                                                     |            |  |           
|OTHER COMPREHENSIVE
      INCOME (LOSS)                                              | 100,272    |  | (8,024)   
|                                                                                     |            |  |           
|NET COMPREHENSIVE
      INCOME (LOSS)                                                | $931,246   |  | $1,064,287

Littlefield Corporation  CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


|Three Months
      Ended March 31, | 2001 |  | 2000
|---------------------------------- | ---- |  | ----




|EARNINGS (LOSS)
      PER SHARE:                                      |           |  |          
|--------------------------------------------------------------------- | --------- |  | ---------
|Basic earnings
      (loss) per share before extraordinary gain       | $ .08     |  | $ .12    
|Basic extraordinary
      gain on settlement with equipment lessors   | .02       |  | ---      
|Basic earnings
      (loss) per share                                 | $.10      |  | $.12     
|                                                                      |           |  |          
|Diluted earnings
      (loss) per share before extraordinary gain     | $.08      |  | $.12     
|Diluted extraordinary
      gain on settlement with equipment lessors | .02       |  | ---      
|Diluted earnings
      (loss) per share                               | $.10      |  | $.12     
|                                                                      |           |  |          
|Weighted average
      shares outstanding - basic                     | 8,000,072 |  | 9,159,177
|                                                                      |           |  |          
|Weighted average
      shares outstanding - diluted                   | 8,000,072 |  | 9,159,177




---

Littlefield CorporationCONSOLIDATED BALANCE SHEET (Unaudited) ASSETS


|Current Assets:                                                                                                                   | March 31, 2001
|--------------------------------------------------------------------------------------------------------------------------------- | --------------
|Cash and cash
      equivalents                                                                                                   | $3,074,080    
|Accounts receivable,
      net of allowance for doubtful accounts of $-0-                                                         | 767,625       
|Equity Securities,
      available for sale                                                                                       | 731,188       
|Other prepaid
      expenses                                                                                                      | 177,585       
|Total Current
      Assets                                                                                                        | 4,750,478     
|                                                                                                                                  |               
|Property and
      Equipment – at cost, net of accumulated depreciation and amortization                                          | 3,696,248     
|                                                                                                                                  |               
|                                                                                                                                  |               
|Other Assets:                                                                                                                     |               
|Notes receivable                                                                                                                  | 108,386       
|Intangible assets,
      net                                                                                                      | 3,310,271     
|Other non-current
      assets                                                                                                    | 276,185       
|Total Other Assets                                                                                                                | 3,694,842     
|                                                                                                                                  |               
|TOTAL ASSETS                                                                                                                      | $12,141,568   
|                                                                                                                                  |               
|                                                                                                                                  |               
|LIABILITIES
      AND STOCKHOLDERS' EQUITY                                                                                        |               
|                                                                                                                                  |               
|Current Liabilities:                                                                                                              |               
|Notes payable
      – current portion ($82,796 to related parties)                                                                | $158,699      
|Capital leases
      payable – current portion                                                                                    | 135,163       
|Trade accounts
      payable                                                                                                      | 120,276       
|Accrued expenses
      and other current liabilities                                                                              | 2,070,925     
|Total Current
      Liabilities                                                                                                   | 2,485,063     
|                                                                                                                                  |               
|Long-term Liabilities:                                                                                                            |               
|Notes payable,
      net of current portion ($38,442 to related parties)                                                          | 154,896       
|Total Long-term
      Liabilities                                                                                                 | 154,896       
|                                                                                                                                  |               
|Stockholders'
      Equity:                                                                                                       |               
|Common stock,
      $.001 par value, (authorized 20,000,000 shares, issued 10,177,290 shares,
      outstanding 7,999,624 shares) | 10,177        
|Additional paid-in-capital                                                                                                        | 23,715,699    
|Treasury stock
      – 2,177,666 shares, at cost                                                                                  | (2,724,383)   
|Accumulated Comprehensive
      Income                                                                                            | 111,926       
|Accumulated deficit                                                                                                               | (11,611,810)  
|Total Stockholders'
      Equity                                                                                                  | 9,501,609     
|                                                                                                                                  |               
|TOTAL LIABILITIES
      AND STOCKHOLDERS' EQUITY                                                                                  | $12,141,568   




---

|Three months
      Ended March 31,                                                                      | 2001       |  | 2000       
|------------------------------------------------------------------------------------------------------- | ---------- |  | -----------
|                                                                                                        |            |  |            
|CASH FLOWS FROM
      OPERATING ACTIVITIES:                                                             |            |  |            
|Net income (loss)                                                                                       | $830,974   |  | $1,072,311 
|Adjustments to
      reconcile net income to net cash provided by operating activities:                 |            |  |            
|Depreciation
      and amortization                                                                     | 416,158    |  | 538,944    
|Extra-ordinary
      debt restructuring                                                                 | (204,639)  |  | 0          
|Gain on sales
      of fixed assets                                                                     | (249,750)  |  | 0          
|Increase (decrease)
      in cash flows as a result of changes in asset and liability account balances: |            |  |            
|Accounts receivable                                                                                     | (426,083)  |  | (62,586)   
|Other assets
      and licenses                                                                         | (40,595)   |  | 333,694    
|Trade accounts
      payable                                                                            | (99,931)   |  | 106,973    
|Accrued expenses
      and other current liabilities                                                    | (141,500)  |  | (249,946)  
|NET CASH PROVIDED
      BY OPERATING ACTIVITIES                                                         | 84,634     |  | 1,739,390  
|                                                                                                        |            |  |            
|CASH FLOWS FROM
      INVESTING ACTIVITIES:                                                             |            |  |            
|Purchase of equity
      securities                                                                     | 0          |  | (260,526)  
|Property and
      equipment expenditures                                                               | (794,784)  |  | (188,976)  
|Collections of
      notes receivable                                                                   | 2,247      |  | 32,008     
|Purchase of goodwill
      and intangibles                                                              | (34,618)   |  | 0          
|Refund of goodwill
      and intangible purchases                                                       | 17,323     |  | 0          
|Proceeds from
      sale of property and equipment                                                      | 468,381    |  | 0          
|NET CASH USED
      IN INVESTING ACTIVITIES                                                             | (341,451)  |  | (417,494)  
|                                                                                                        |            |  |            
|CASH FLOWS FROM
      FINANCING ACTIVITIES:                                                             |            |  |            
|Payments on capital
      lease obligations                                                             | 0          |  | (48,000)   
|Payments on notes
      payable                                                                         | (178,772)  |  | (24,484)   
|Purchase of treasury
      stock                                                                        | (33,575)   |  | (1,547,110)
|Proceeds from
      issuance of notes payable                                                           | 38,872     |  | 0          
|NET CASH USED
      IN FINANCING ACTIVITIES                                                             | (173,475)  |  | (1,619,594)
|                                                                                                        |            |  |            
|NET INCREASE
      (DECREASE) IN CASH                                                                   | (430,292)  |  | (297,698)  
|                                                                                                        |            |  |            
|CASH AT BEGINNING
      OF PERIOD                                                                       | 3,504,372  |  | 3,864,943  
|                                                                                                        |            |  |            
|CASH AT END OF
      PERIOD                                                                             | $3,074,080 |  | $3,567,245 




|Three months
      Ended March 31,                                        | 2001    |  | 2000   
|------------------------------------------------------------------------- | ------- |  | -------
|                                                                          |         |  |        
|SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:                  |         |  |        
|                                                                          |         |  |        
|Cash payments:                                                            |         |  |        
|                                                                          |         |  |        
|Interest                                                                  | $18,042 |  | $64,823
|                                                                          |         |  |        
|Income taxes                                                              | $22,211 |  | $9,424 
|                                                                          |         |  |        
|                                                                          |         |  |        
|Non-cash transactions:                                                    |         |  |        
|                                                                          |         |  |        
|Acquisition of
      property and equipment in exchange for notes payable | $38,872 |  | $0     







---

Littlefield Corporation  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  March 31, 2001    NOTE 2 – PROPERTY AND EQUIPMENT.       Land
      $189,671Buildings
      381,342Building and
        leasehold improvements
      3,049,104Amusement machines
        and bingo equipment
      1,660,849Equipment,
        furniture and fixtures
      1,268,482Automobiles
      278,8176,828,265Less: Accumulated
        depreciation and amortization
      (3,132,017)Property and
        equipment, net
      $3,696,248  Property and equipment at March 31, 2001 includes $1,300,000 of assets held
    under capital leases and related accumulated amortization of $832,000. Related
    amortization expense charged to operations for the three months ended March
    31, 2001 and 2000 was $54,000 for each period.
    Total depreciation expense, for owned and leased assets, charged to operations
    for the three months ended March 31, 2001 and 2000 was approximately $238,000
    and $344,000 respectively.NOTE 3 - INTANGIBLE ASSETS.


Intangible assets at March 31, 2001 consists of the following:


|Goodwill                             | $5,294,692 
|------------------------------------ | -----------
|Bingo licenses                       | 279,720    
|Covenants not
      to compete       | 385,000    
|                                     | 5,959,412  
|                                     |            
|Less: Accumulated
      amortization | (2,649,141)
|                                     |            
|Intangible assets,
      net         | $3,310,271 

---

|Three months
      ended March 31,                 | 2001      |  | 2001      |  | 2000       |  | 2000      
|-------------------------------------------------- | --------- |  | --------- |  | ---------- |  | ----------
|                                                   | Basic     |  | Diluted   |  | Basic      |  | Diluted   
|Numerator:                                         |           |  |           |  |            |  |           
|Net income before
      extra-ordinary gain        | $626,335  |  | $626,335  |  | $1,072,311 |  | $1,072,311
|Extra-ordinary
      gain                          | 204,639   |  | 204,639   |  | ---        |  | ---       
|Income available
      to common stockholders      | $830,974  |  | $830,974  |  | $1,072,311 |  | $1,072,311
|                                                   |           |  |           |  |            |  |           
|Denominator:                                       |           |  |           |  |            |  |           
|Weighted average
      shares outstanding          | 8,000,072 |  | 8,000,072 |  | 9,159,177  |  | 9,159,177 
|Effect of dilutive
      securities:               |           |  |           |  |            |  |           
|Preferred stock                                    | ---       |  | ---       |  | ---        |  | ---       
|Stock options
      and warrants                   | ---       |  | ---       |  | ---        |  | ---       
|Weighted average
      shares outstanding          | 8,000,072 |  | 8,000,072 |  | 9,159,177  |  | 9,159,177 
|                                                   |           |  |           |  |            |  |           
|Earnings per
      share before extraordinary item | $ .08     |  | $ .08     |  | $ .12      |  | $ .12     
|Extraordinary
      gain on settlement             | .02       |  | .02       |  | ---        |  | ---       
|Earnings per
      share                           | $.10      |  | $.10      |  | $.12       |  | $.12      

|                                        | 2001     |  | 2000      
|--------------------------------------- | -------- |  | ----------
|Net income (loss)                       | $830,974 |  | $1,072,311
|                                        |          |  |           
|Other comprehensive
      income (loss) |          |  |           
|Net unrealized
      gain (loss)        | 100,272  |  | (8,024)   
|                                        |          |  |           
|Total comprehensive
      gain (loss)   | $931,246 |  | $1,064,287

---

---

---

|March 31,
      2001                |               |            |             |             |             
|----------------------------------- | ------------- | ---------- | ----------- | ----------- | ------------
|                                    | Entertainment | Amusements | Hospitality | Adjustment  | Consolidated
|Revenue                             | $1,847,147    | $303,055   | $100,513    | $1,059      | $2,251,774  
|Depreciation
      and Amortization | 269,160       | 107,243    | 26,202      | 13,553      | 416,158     
|Segment profit
      (loss)         | 810,410       | (13,230)   | (124,027)   | 157,821     | 830,974     
|Segment Assets                      | 13,583,447    | 5,056,918  | 622,855     | (7,121,652) | 12,141,568  
|                                    |               |            |             |             |             
|March 31, 2000                      |               |            |             |             |             
|                                    | Entertainment | Amusements | Hospitality | Adjustment  | Consolidated
|Revenue                             | $1,358,225    | $1,848,377 | $0          | $140,242    | 3,346,844   
|Depreciation
      and Amortization | 326,379       | 193,347    | 0           | 19,218      | 538,944     
|Segment profit
      (loss)         | 386,347       | 993,750    | 0           | (307,786)   | 1,072,311   
|Segment Assets                      | 12,284,379    | 3,230,417  | 0           | (2,390,804) | 13,123,992  

---

---

---

---

INDEX TO EXHIBITS


|ExhibitNumber | Description                                       | Sequential
      Page Number
|------------- | ------------------------------------------------- | ----------------------------
|27.1          | Financial Data
      Schedule (for SEC use only). |