**Delaware**    (State or other jurisdiction of incorporation or organization)

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

**2501 North Lamar Blvd., Austin TX 78705**    (Address of principal executive offices)**(512) 476-5141**    (Issuer’s telephone number)    (Former name, address and fiscal year, if changed since last report)

 Indicate by check mark whether the issuer (1) has filed all    reports required to be filed by Section 13 or 15(d) of the Securities Exchange    Act of 1934 during the preceding 12 months (or for such shorter period that    the issuer was required to file such reports), and (2) has been subject to    such filing requirements for the past 90 days.    YES [ X ] NO [ ]    As of March 18, 2004, the Issuer had 8,380,007 shares of its Common Stock,    par value $.001 per share, issued and outstanding.    Transitional Small Business Disclosure Format: YES [ ] NO [ **X** ]

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| **Part I. Financial Information** |
|-----------------------------------|
| **Item 1**                        | Financial Statements |  |
| **a)**                            | Consolidated Statements of Operations for the Three |  |
| ****                              | Months Ended March 31, 2004 and 2003 | 2 |
| **b)**                            | Consolidated Balance Sheet as of March 31, 2004 | 4 |
| ****                              | Consolidated Statements of Cash Flows for the Three |  |
| **c)**                            | Months Ended March 31, 2004 and 2003 | 5 |
| **d)**                            | Notes to Consolidated Financial Statements | 7 |
| **Item 2**                        | Management’s Discussion and Analysis of Financial Condition |  |
| ****                              | And Results of Operations | 14 |
| **Part II. Other Information**    |
| **Item 1**                        | Legal Proceedings | 16 |
| **Item 6**                        | Exhibits and Reports on Form 8-K | 16 |

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| **Three Months Ended March 31,**                                                                                                                     | **2004**      | **2003**                |
|------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|-------------------------|
|                                                                                                                                                      |               |                         |
| REVENUES:                                                                                                                                            |               |                         |
| Entertainment                                                                                                                                        | $1,636,067    | $1,744,888              |
| Hospitality                                                                                                                                          | 584,108       | 622,952                 |
| Other                                                                                                                                                | 8,100         | 1,812                   |
| **TOTAL REVENUES**                                                                                                                                   | **2,228,275** | **2,369,652**           |
|                                                                                                                                                      |               |                         |
| DIRECT COSTS AND EXPENSES:                                                                                                                           |               |                         |
| Direct salaries and other compensation                                                                                                               | 548,530       | 578,067                 |
| Rent and utilities ($0 and $5,307, respectively to related parties)                                                                                  | 536,013       | 535,020                 |
| Other direct operating costs                                                                                                                         | 575,390       | 564,817                 |
| Depreciation and amortization                                                                                                                        | 203,334       | 197,662                 |
| License expense                                                                                                                                      | 16,616        | 23,423                  |
| TOTAL COSTS AND EXPENSES                                                                                                                             | 1,879,883     | 1,898,989               |
|                                                                                                                                                      |               |                         |
| **GROSS MARGIN**                                                                                                                                     | **348,392**   | **470,663**             |
|                                                                                                                                                      |               |                         |
| GENERAL AND ADMINISTRATIVE EXPENSES                                                                                                                  |               |                         |
| Salaries and other compensation                                                                                                                      | 134,639       | 156,680                 |
| Legal and accounting fees                                                                                                                            | 60,120        | 63,781                  |
| Depreciation and amortization                                                                                                                        | 29,626        | 35,798                  |
| Other general and administrative                                                                                                                     | 109,347       | 115,045                 |
| Unusual & nonrecurring items: Provision for doubtful accounts          & write-offs                                                          | ---           | ---                     |
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                                                                                                            | 333,732       | 371,304                 |
|                                                                                                                                                      |               |                         |
| **OPERATING INCOME (LOSS)**                                                                                                                          | **14,660**    | **99,359**              |
|                                                                                                                                                      |               |                         |
| OTHER INCOME AND EXPENSES:                                                                                                                           |               |                         |
| Interest and investment income                                                                                                                       | 1,757         | 9,030                   |
| Interest expense ($27,310 and $45,215 respectively to related parties)                                                                               | (62,638)      | (90,430)                |
| Gain (loss) on fixed asset sales                                                                                                                     | (5,946)       | (26,292)                |
| Write-off of abandoned assets                                                                                                                        | 0             | 60                      |
| Gain (loss) on sale of investments                                                                                                                   | 49,628        | (51,637)                |
| Other income and (expense)                                                                                                                           | ---           | ---                     |
| TOTAL OTHER INCOME AND EXPENSES                                                                                                                      | (17,199)      | (159,269)               |
|                                                                                                                                                      |               |                         |
| NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                                                                                                  | (2,539)       | (59,910)                |
|                                                                                                                                                      |               |                         |
| PROVISION FOR INCOME TAXES                                                                                                                           | 15,000        | 12,817                  |
|                                                                                                                                                      |               |                         |
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS                                                                                                         | (17,539)      | (72,727)                |
|                                                                                                                                                      |               |                         |
| DISCONTINUED OPERATIONSNet loss from operations of discontinued Amusement division, netGain on disposal of assets of discontinued Amusement division | -0-           | (9,747)          51,225 |
|                                                                                                                                                      |               |                         |
| **NET INCOME (LOSS)**                                                                                                                                | **(17,539)**  | **(31,249)**            |
|                                                                                                                                                      |               |                         |
| OTHER COMPREHENSIVE INCOME (LOSS)                                                                                                                    | (39,428)      | 74,009                  |
|                                                                                                                                                      |               |                         |
| NET COMPREHENSIVE INCOME (LOSS)                                                                                                                      | $(56,967)     | $42,760                 |

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| **Three Months Ended March 31,**                  | **2004**  | **2003**  |
|---------------------------------------------------|-----------|-----------|
| EARNINGS (LOSS) PER SHARE:                        |           |           |
| Basic earnings (loss) per share                   | ($.002)   | ($.009)   |
|                                                   |           |           |
| Diluted earnings (loss) per share                 | ($.002)   | ($.009)   |
|                                                   |           |           |
| Weighted average shares outstanding – basic | 8,345,130 | 8,226,049 |
|                                                   |           |           |
| Weighted average shares outstanding - diluted     | 8,345,130 | 8,226,049 |

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| **ASSETS**                                                                                                                     |
|--------------------------------------------------------------------------------------------------------------------------------|
| Current Assets:                                                                                                                | **March 31, 2004** |
| Cash and cash equivalents                                                                                                      | $729,395 |
| Accounts receivable, net of allowance for doubtful accounts of $22,500                                                         | 281,184 |
| Accounts receivable, other                                                                                                     | 21,440 |
| Equity Securities, available for sale                                                                                          | 2,847 |
| Other prepaid expenses and current assets                                                                                      | 233,290 |
| Total Current Assets                                                                                                           | 1,268,156 |
|                                                                                                                                |  |
| Property and Equipment – at cost, net of accumulated depreciation          and amortization                              | 8,125,818 |
|                                                                                                                                |  |
| Other Assets:                                                                                                                  |  |
| Notes receivable, net of allowance for doubtful accounts                                                                       | 845,000 |
| Notes receivable, accrued interest                                                                                             | 222,603 |
| Intangible assets, net                                                                                                         | 4,943,426 |
| Other non-current assets                                                                                                       | 359,979 |
| Total Other Assets                                                                                                             | 6,371,008 |
|                                                                                                                                |  |
| TOTAL ASSETS                                                                                                                   | $15,764,982 |
|                                                                                                                                |  |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                                       |
|                                                                                                                                |  |
| Current Liabilities:                                                                                                           |  |
| Notes payable                                                                                                                  | $288,968 |
| Obligations under capital lease                                                                                                | 56,255 |
| Long term debt, current portion                                                                                                | 406,387 |
| Long term debt-related party, current portion                                                                                  | 860,497 |
| Trade accounts payable                                                                                                         | 296,553 |
| Reserve for settlements                                                                                                        | 1,737,500 |
| Accrued expenses                                                                                                               | 537,846 |
| Other current liabilities-related party                                                                                        | 412,817 |
| Total Current Liabilities                                                                                                      | 4,596,823 |
|                                                                                                                                |  |
| Long-term Liabilities:                                                                                                         |  |
| Obligations under capital lease, net of current                                                                                | 120,048 |
| Long term debt, net of current portion                                                                                         | 2,596,087 |
| Long term debt-related party, net of current portion                                                                           | 433,165 |
| Total Long-term Liabilities                                                                                                    | 3,149,300 |
| Total Liabilities                                                                                                              | 7,746,123 |
|                                                                                                                                |  |
| Stockholders' Equity:                                                                                                          |  |
| Common stock, $.001 par value, (authorized 20,000,000 shares, issued          10,176,890 shares, outstanding 8,380,007 shares) | 10,177 |
| Subscription receivable                                                                                                        | (2,536) |
| Additional paid-in-capital                                                                                                     | 23,714,237 |
| Treasury stock – 1,796,883 shares, at cost                                                                               | (2,292,700) |
| Accumulated Comprehensive Income                                                                                               | (2,999) |
| Accumulated deficit                                                                                                            | (13,407,320) |
| Total Stockholders' Equity                                                                                                     | 8,018,859 |
|                                                                                                                                |  |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                     | 15,764,982 |

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| **Three months Ended March 31,**                                                                           | **2004**  | **2003**  |
|------------------------------------------------------------------------------------------------------------|-----------|-----------|
|                                                                                                            |           |           |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                      |           |           |
| Net income (loss)                                                                                          | ($17,539) | ($31,249) |
| Adjustments to reconcile net income to net cash provided by operating          activities:                 |           |           |
| Depreciation and amortization                                                                              | 232,960   | 244,677   |
| Gain on investment sales                                                                                   | (49,628)  | 51,637    |
| Loss (gain) on sales of fixed assets                                                                       | 5,947     | (36,929)  |
| Stock Issuance                                                                                             | 0         | 11,936    |
| Increase (decrease) in cash flows as a result of changes in asset          and liability account balances: |           |           |
| Accounts receivable                                                                                        | 378,683   | 164,037   |
| Other assets and licenses                                                                                  | (132,213) | (37,059)  |
| Trade accounts payable                                                                                     | (90,390)  | (340,610) |
| Accrued expenses and other current liabilities                                                             | (10,018)  | 11,624    |
| NET CASH PROVIDED BY OPERATING ACTIVITIES                                                                  | 317,802   | 38,064    |
|                                                                                                            |           |           |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                                                      |           |           |
| Property and equipment expenditures                                                                        | (133,110) | (7,041)   |
| Proceeds from sale of equity securities                                                                    | 521,451   | 424,781   |
| Proceeds from sale of property and equipment                                                               | 2,875     | 193,433   |
| NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES                                                           | 391,216   | 611,173   |
|                                                                                                            |           |           |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                                                      |           |           |
| Payments on capital lease obligations                                                                      | (13,481)  | (8,377)   |
| Payments on notes payable                                                                                  | (255,617) | (653,438) |
| Collections (increase) of subscribed receivables                                                           | 4,095     | 3,768     |
| Proceeds from issuance of notes payable                                                                    | 0         | 0         |
| NET CASH USED IN FINANCING ACTIVITIES                                                                      | (265,003) | (658,047) |
|                                                                                                            |           |           |
| NET INCREASE (DECREASE) IN CASH                                                                            | 444,015   | (8,810)   |
|                                                                                                            |           |           |
| CASH AT BEGINNING OF PERIOD                                                                                | 285,380   | 189,055   |
|                                                                                                            |           |           |
| CASH AT END OF PERIOD                                                                                      | 729,395   | $180,245  |

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| **Three months Ended March 31,**                                                          | **2004** | **2003** |
|-------------------------------------------------------------------------------------------|----------|----------|
|                                                                                           |          |          |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                        |          |          |
| Cash payments:                                                                            |          |          |
| Interest                                                                                  | $78,913  | $92,958  |
| Income taxes                                                                              | $0       | $17,500  |
| Non-cash transactions:                                                                    |          |          |
| Acquisition of property, equipment and intangibles in exchange for          notes payable | $300,000 | $ 0      |
| Equipment purchased under capital lease                                                   | $0       | $75,691  |
| Issuance of treasury stock for deferred compensation and 401K plan                        | $92,245  | $0       |

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| Land                                            | $953,724    |
|-------------------------------------------------|-------------|
| Buildings                                       | 3,587,231   |
| Leasehold improvements                          | 4,238,463   |
| Rental Inventory and bingo equipment            | 1,601,785   |
| Equipment, furniture and fixtures               | 2,286,408   |
| Automobiles                                     | 372,496     |
|                                                 | 13,040,107  |
|                                                 |             |
| Less: Accumulated depreciation and amortization | (4,914,289) |
|                                                 |             |
| Property and equipment, net                     | $8,125,818  |

| Goodwill                                                 | $7,185,105  |
|----------------------------------------------------------|-------------|
| Bingo licenses                                           | 539,720     |
| Capitalized acquisition costs related to note receivable | 50,950      |
| Covenants not to compete                                 | 260,000     |
|                                                          | 8,035,775   |
|                                                          |             |
| Less: Accumulated amortization                           | (3,092,349) |
|                                                          |             |
| Intangible assets, net                                   | $4,943,426  |

| **Three months ended March 31,**    | **2004**  | **2004**  | **2003**  | **2003**  |
|-------------------------------------|-----------|-----------|-----------|-----------|
|                                     | Basic     | Diluted   | Basic     | Diluted   |
| Numerator:                          |           |           |           |           |
| Net income (loss)                   | $(17,539) | $(17,539) | $(72,727) | $(72,727) |
|                                     |           |           |           |           |
| Denominator:                        |           |           |           |           |
| Weighted average shares outstanding | 8,345,130 | 8,345,130 | 8,226,049 | 8,226,049 |
| Effect of dilutive securities:      |           |           |           |           |
| Preferred stock                     | ---       | ---       | ---       | ---       |
| Stock options and warrants          | ---       | ---       | ---       | ---       |
| Weighted average shares outstanding | 8,345,130 | 8,345,130 | 8,226,049 | 8,226,049 |
|                                     |           |           |           |           |
| Earnings (loss) per share           | $(.002)   | $(.002)   | $(.009)   | $(.009)   |

|                                   | **2004**  | **2003**  |
|-----------------------------------|-----------|-----------|
| Net income (loss)                 | $(17,539) | $(31,249) |
|                                   |           |           |
| Other comprehensive income (loss) |           |           |
| Net unrealized gain (loss)        | $(39,428) | 74,009    |
|                                   |           |           |
| Total comprehensive income (loss) | $(56,967) | $42,760   |

| **March 31, 2004**            |                   |                |                 |                |                  |
|-------------------------------|-------------------|----------------|-----------------|----------------|------------------|
|                               | **Entertainment** | **Amusements** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                       | $1,636,067        | $0             | $584,108        | $8,100         | $2,228,275       |
| Depreciation and Amortization | 120,874           | 0              | 82,460          | 29,626         | 232,960          |
| Segment profit (loss)         | 618,403           | (338)          | (331,927)       | (303,677)      | (17,539)         |
| Segment Assets                | 21,219,955        | 201,050        | 1,506,215       | (7,162,238)    | 15,764,982       |
|                               |                   |                |                 |                |                  |
| **March 31, 2003**            |                   |                |                 |                |                  |
|                               | **Entertainment** | **Amusements** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                       | $1,744,888        | $83,908        | $622,952        | $1,812         | $2,453,560       |
| Depreciation and Amortization | 118,668           | 10,001         | 80,209          | 35,799         | 244,677          |
| Segment profit (loss)         | 703,380           | 47,553         | (291,361)       | (490,821)      | (31,249)         |
| Segment Assets                | 20,391,161        | 212,937        | 1,846,297       | (6,391,021)    | 16,059,374       |

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**I, Jeffrey L. Minch, certify that:****1.** I have reviewed this quarterly report on Form 10-QSB of Littlefield    Corporation;**2.** Based on my knowledge, this report does not contain any untrue statement    of a material fact or omit to state a material fact necessary to make the    statements made, in light of the circumstances under which such statements    were made, not misleading with respect to the period covered by this report;    **3.** Based on my knowledge, the financial statements, and other financial    information included in this quarterly report, fairly present in all material    respects the financial condition, results of operations and cash flows of    the registrant as of, and for, the periods presented in this report; **4.** The registrant's other certifying officers and I are responsible    for establishing and maintaining disclosure controls and procedures (as defined    in Exchange Act Rules 13a-15e and 15d-15(e)) and internal control over financial    reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the    registrant and we have:

>  a) designed such disclosure controls and procedures or caused such disclosure    controls and procedures to be designed under our supervision to ensure that    material information relating to the registrant, including its consolidated    subsidiaries, is made known to us by others within those entities, particularly    during the period in which this quarterly report is being prepared;b) designed such internal control over financial reporting, or caused such    internal control over financial reporting to be designed under our supervision,    to provide reasonable assurance regarding the reliability of financial reporting    and the preparation of financial statements for external purposes in accordance    with generally accepted accounting principles;c) evaluated the effectiveness of the registrant's disclosure controls    and procedures and presented in this report our conclusions about the effectiveness    of the disclosure controls and procedures, as of the end of the period of    covered by this report based on such evaluation;d) disclosed in this report any change in the small business issuer’s    internal control over financial reporting that occurred during the small business    issuer’s most recent fiscal quarter that has materially affected, or    is reasonably likely to materially affect, the small business issuer’s    internal control over financial reporting; and

**5.**The registrant's    other certifying officers and I have disclosed, based on our most recent evaluation    of internal control over financial reporting, to the registrant's auditors    and the audit committee of registrant's board of directors (or persons performing    the equivalent function):

> 
a) all significant deficiencies and material weaknesses in the design or      operation of internal control over financial reporting which are reasonably      likely to adversely affect the registrant's ability to record, process,      summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other      employees who have a significant role in the registrant's internal control      over financial reporting.

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**I, Troy D. Zinn, certify that:****1.** I have reviewed this quarterly report on Form 10-QSB of Littlefield    Corporation;**2.** Based on my knowledge, this report does not contain any untrue statement    of a material fact or omit to state a material fact necessary to make the    statements made, in light of the circumstances under which such statements    were made, not misleading with respect to the period covered by this report;    **3.** Based on my knowledge, the financial statements, and other financial    information included in this quarterly report, fairly present in all material    respects the financial condition, results of operations and cash flows of    the registrant as of, and for, the periods presented in this report; **4.** The registrant's other certifying officers and I are responsible    for establishing and maintaining disclosure controls and procedures (as defined    in Exchange Act Rules 13a-15e and 15d-15(e)) and internal control over financial    reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the    registrant and we have:

> 
a) designed such disclosure controls and procedures or caused such disclosure      controls and procedures to be designed under our supervision to ensure that      material information relating to the registrant, including its consolidated      subsidiaries, is made known to us by others within those entities, particularly      during the period in which this quarterly report is being prepared; 

 b) designed such internal control over financial reporting, or caused      such internal control over financial reporting to be designed under our      supervision, to provide reasonable assurance regarding the reliability of      financial reporting and the preparation of financial statements for external      purposes in accordance with generally accepted accounting principles; 
c) evaluated the effectiveness of the registrant's disclosure controls    and procedures and presented in this report our conclusions about the effectiveness    of the disclosure controls and procedures, as of the end of the period of    covered by this report based on such evaluation;d) disclosed in this report any change in the small business issuer’s    internal control over financial reporting that occurred during the small business    issuer’s most recent fiscal quarter that has materially affected, or    is reasonably likely to materially affect, the small business issuer’s    internal control over financial reporting; and

**5.**The registrant's    other certifying officers and I have disclosed, based on our most recent evaluation    of internal control over financial reporting, to the registrant's auditors    and the audit committee of registrant's board of directors (or persons performing    the equivalent function):

> 
a) all significant deficiencies and material weaknesses in the design or      operation of internal control over financial reporting which are reasonably      likely to adversely affect the registrant's ability to record, process,      summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other    employees who have a significant role in the registrant's internal control    over financial reporting.

    May 17, 2004**/s/ Troy D. Zinn**    Chief Financial Officer

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**/s/ Jeffrey L. Minch**  President and Chief Executive Officer