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

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

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| **Part I. Financial Information** |
|-----------------------------------|
| Item 1.                           | Financial Statements |  |
| a)                                | Consolidated Statements of Operations for the Three |  |
|                                   | Months Ended March 31, 2005 and 2004 | 2 |
| b)                                | Consolidated Balance Sheet as of March 31, 2005 | 4 |
|                                   | Consolidated Statements of Cash Flows for the Three |  |
| c)                                | Months Ended March 31, 2005 and 2004 | 5 |
| d)                                | Notes to Consolidated Financial Statements | 7 |
| Item 2.                           | Management’s Discussion and Analysis of Financial Condition |  |
|                                   | And Results of Operations | 13 |
| **Part II. Other Information**    |
|                                   | Item 1. Legal Proceedings | 15 |
|                                   | Item 6. Exhibits and Reports on Form 8-K | 15 |

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| **Three Months Ended March 31,**                                                            | **2005**    | **2004**     |
|---------------------------------------------------------------------------------------------|-------------|--------------|
|                                                                                             |             |              |
| REVENUES:                                                                                   |             |              |
| Entertainment                                                                               | $1,799,697  | $1,636,067   |
| Hospitality                                                                                 | 637,315     | 584,108      |
| Other                                                                                       | 52,705      | 8,100        |
| TOTAL REVENUES                                                                              | 2,489,717   | 2,228,275    |
|                                                                                             |             |              |
| DIRECT COSTS AND EXPENSES:                                                                  |             |              |
| Direct salaries and other compensation                                                      | 529,250     | 548,530      |
| Rent and utilities ($0 and $5,307, respectively to related parties)                         | 534,317     | 536,013      |
| Other direct operating costs                                                                | 563,106     | 575,390      |
| Depreciation and amortization                                                               | 212,465     | 203,334      |
| License expense                                                                             | 10,415      | 16,616       |
| TOTAL COSTS AND EXPENSES                                                                    | 1,849,553   | 1,879,883    |
|                                                                                             |             |              |
| GROSS MARGIN                                                                                | 640,164     | 348,392      |
|                                                                                             |             |              |
| GENERAL AND ADMINISTRATIVE EXPENSES                                                         |             |              |
| Salaries and other compensation                                                             | 143,783     | 134,639      |
| Legal and accounting fees                                                                   | 117,466     | 60,120       |
| Depreciation and amortization                                                               | 23,698      | 29,626       |
| Other general and administrative                                                            | 175,148     | 109,347      |
| Unusual & nonrecurring items: Provision for doubtful accounts          & write-offs | ---         | ---          |
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                                                   | 460,095     | 333,732      |
|                                                                                             |             |              |
| OPERATING INCOME (LOSS)                                                                     | 180,069     | 14,660       |
|                                                                                             |             |              |
| OTHER INCOME AND EXPENSES:                                                                  |             |              |
| Interest and investment income                                                              | 989         | 1,757        |
| Interest expense ($13,500and $27,310 respectively          to related parties)              | (57,971)    | (62,638)     |
| Gain (loss) on fixed asset sales                                                            | 0           | (5,946)      |
| Gain (loss) on sale of investments                                                          | 0           | 49,628       |
| Other income and (expense)                                                                  | 19,500      | ---          |
| TOTAL OTHER INCOME AND EXPENSES                                                             | (37,482)    | (17,199)     |
|                                                                                             |             |              |
| NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                                         | 142,587     | (2,539)      |
|                                                                                             |             |              |
| PROVISION FOR INCOME TAXES                                                                  | 15,000      | 15,000       |
|                                                                                             |             |              |
| **NET INCOME (LOSS)**                                                                       | **127,587** | **(17,539)** |
|                                                                                             |             |              |
| OTHER COMPREHENSIVE INCOME (LOSS)                                                           | 645         | (39,428)     |
|                                                                                             |             |              |
| NET COMPREHENSIVE INCOME (LOSS)                                                             | 128,232     | $(56,967)    |

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| **Three Months Ended March 31,**                  | **2005**  | **2004**  |
|---------------------------------------------------|-----------|-----------|
|                                                   |           |           |
| EARNINGS (LOSS) PER SHARE:                        |           |           |
| Basic earnings (loss) per share                   | $.015     | ($.002)   |
|                                                   |           |           |
| Diluted earnings (loss) per share                 | $.015     | ($.002)   |
|                                                   |           |           |
| Weighted average shares outstanding – basic | 8,411,056 | 8,345,130 |
|                                                   |           |           |
| Weighted average shares outstanding - diluted     | 8,558,989 | 8,345,130 |

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| **ASSETS**                                                                                                                    |
|-------------------------------------------------------------------------------------------------------------------------------|
| Current Assets:                                                                                                               | **March 31, 2005** |
| Cash and cash equivalents                                                                                                     | $577,115 |
| Accounts receivable, net of allowance for doubtful accounts of$5,105                                                          | 349,088 |
| Accounts receivable, other                                                                                                    | 215,211 |
| Equity Securities, available for sale                                                                                         | 2,842 |
| Other prepaid expenses and current assets                                                                                     | 287,433 |
| Total Current Assets                                                                                                          | 1,431,689 |
|                                                                                                                               |  |
| Property and Equipment – at cost, net of accumulated depreciation          and amortization                             | 7,547,315 |
|                                                                                                                               |  |
| Other Assets:                                                                                                                 |  |
| Notes receivable, net of allowance for doubtful accounts                                                                      | 845,000 |
| Notes receivable, accrued interest                                                                                            | 222,603 |
| Goodwill                                                                                                                      | 4,404,107 |
| Intangible assets, net                                                                                                        | 558,786 |
| Other non-current assets                                                                                                      | 168,590 |
| Total Other Assets                                                                                                            | 6,199,086 |
|                                                                                                                               |  |
| TOTAL ASSETS                                                                                                                  | $15,178,090 |
|                                                                                                                               |  |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                                      |
| Current Liabilities:                                                                                                          |  |
| Obligations under capital lease                                                                                               | 67,198 |
| Long term debt, current portion                                                                                               | 435,939 |
| Long term debt-related party, current portion                                                                                 | 56,250 |
| Trade accounts payable                                                                                                        | 314,828 |
| Reserve for settlements                                                                                                       | 3,237,500 |
| Accrued expenses                                                                                                              | 390,511 |
| Other current liabilities-related party                                                                                       | 476,323 |
| Total Current Liabilities                                                                                                     | 4,978,549 |
|                                                                                                                               |  |
| Long-term Liabilities:                                                                                                        |  |
| Obligations under capital lease, net of current                                                                               | 48,687 |
| Long term debt, net of current portion                                                                                        | 2,911,193 |
| Long term debt-related party, net of current portion                                                                          | 105,650 |
| Total Long-term Liabilities                                                                                                   | 3,065,530 |
| Total Liabilities                                                                                                             | 8,044,079 |
|                                                                                                                               |  |
| Stockholders' Equity:                                                                                                         |  |
| Common stock, $.001 par value, (authorized 20,000,000 shares, issued          10,176,890 shares, outstanding8,506,855 shares) | 10,177 |
| Additional paid-in-capital                                                                                                    | 23,607,795 |
| Treasury stock –1,670,035 shares,          at cost                                                                      | (2,124,459) |
| Accumulated Comprehensive Income                                                                                              | (74) |
| Accumulated deficit                                                                                                           | (14,359,428) |
| Total Stockholders' Equity                                                                                                    | 7,134,011 |
|                                                                                                                               |  |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                    | 15,178,090 |

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| **Three months Ended March 31,**                                                                           | **2005**  | **2004**  |
|------------------------------------------------------------------------------------------------------------|-----------|-----------|
|                                                                                                            |           |           |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                      |           |           |
| Net income (loss)                                                                                          | 127,587   | ($17,539) |
| Adjustments to reconcile net income to net cash provided by operating          activities:                 |           |           |
| Depreciation and amortization                                                                              | 236,055   | 232,960   |
| Gain on investment sales                                                                                   | 0         | (49,628)  |
| Loss (gain) on sales of fixed assets                                                                       | 0         | 5,947     |
| Gain on Exercise of Deferred Compensation                                                                  | (19,500)  |           |
| Increase (decrease) in cash flows as a result of changes in asset          and liability account balances: |           |           |
| Accounts receivable                                                                                        | 66,436    | 378,683   |
| Other assets and licenses                                                                                  | (75,112)  | (132,213) |
| Trade accounts payable                                                                                     | 22,921    | (90,390)  |
| Accrued expenses and other current liabilities                                                             | (25,859)  | (10,018)  |
| NET CASH PROVIDED BY OPERATING ACTIVITIES                                                                  | 332,528   | 317,802   |
|                                                                                                            |           |           |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                                                      |           |           |
| Property and equipment expenditures                                                                        | (77,284)  | (133,110) |
| Proceeds from sale of equity securities                                                                    | 0         | 521,451   |
| Proceeds from sale of property and equipment                                                               | 0         | 2,875     |
| NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES                                                           | (77,284)  | 391,216   |
|                                                                                                            |           |           |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                                                      |           |           |
| Payments on capital lease obligations                                                                      | (17,021)  | (13,481)  |
| Payments on notes payable                                                                                  | (219,711) | (255,617) |
| Exercise of Stock Options                                                                                  | 31,500    |           |
| Collections (increase) of subscribed receivables                                                           | 0         | 4,095     |
| NET CASH USED IN FINANCING ACTIVITIES                                                                      | (205,232) | (265,003) |
|                                                                                                            |           |           |
| NET INCREASE (DECREASE) IN CASH                                                                            | 50,012    | 444,015   |
|                                                                                                            |           |           |
| CASH AT BEGINNING OF PERIOD                                                                                | 527,103   | 285,380   |
|                                                                                                            |           |           |
| CASH AT END OF PERIOD                                                                                      | 577,115   | 729,395   |

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***Littlefield Corporation*****CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)**

| **Three months Ended March 31,**                                                          | **2005** | **2004** |
|-------------------------------------------------------------------------------------------|----------|----------|
|                                                                                           |          |          |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                        |          |          |
|                                                                                           |          |          |
| Cash payments:                                                                            |          |          |
|                                                                                           |          |          |
| Interest                                                                                  | $64,355  | $78,913  |
|                                                                                           |          |          |
| Income taxes                                                                              | $0       | $0       |
|                                                                                           |          |          |
| Non-cash transactions:                                                                    |          |          |
|                                                                                           |          |          |
| Acquisition of property, equipment and intangibles in exchange for          notes payable | $0       | $300,000 |
|                                                                                           |          |          |
| Equipment purchased under capital lease                                                   | $0       | $0       |
|                                                                                           |          |          |
| Issuance of treasury stock for deferred compensation and 401K plan                        | $0       | $92,245  |

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| Land                                            | $953,724    |
|-------------------------------------------------|-------------|
| Buildings                                       | 3,587,231   |
| Leasehold improvements                          | 4,407,069   |
| Rental Inventory and bingo equipment            | 1,685,219   |
| Equipment, furniture and fixtures               | 2,336,727   |
| Automobiles                                     | 391,818     |
|                                                 | 13,361,788  |
|                                                 |             |
| Less: Accumulated depreciation and amortization | (5,814,473) |
|                                                 |             |
| Property and equipment, net                     | $7,547,315  |

|                             | **Gross Carrying****Amount** | **Accumulated****Amortization** | **Total**        |
|----------------------------------|------------------------------|---------------------------------|------------------|
| Goodwill                         | $7,185,107                   | $(2,781,000)                    | $4,404,107       |
|                                  | **Entertainment**            | ** Hospitality **     |                  |
| Balance at December 31, 2004     | $4,032,723              | $371,384                   | $4,404,107  |
| Goodwill acquired in the Quarter | -0-                     | -0-                        | -0-         |
| Impairment losses                | -0-                     | -0-                        | -0-         |
| Balance at March 31, 2005        | $4,032,723              | $ 371,384                  | $4,404,107  |

 

Intangible assets at December 31, 2004 consists of the following:

|                                                          | **Gross   ****Carrying **** Amount ** | **Accumulated****Amortization** | **Total** |
|----------------------------------------------------------|---------------------------------------------------------------------|---------------------------------|-----------|
| **Intangible Assets with Indefinite Lives:**             |                                                                     |                                 |           |
| Bingo licenses                                           | $487,745                                                            | $ -0-                           | $487,745  |
|                                                          |                                                                     |                                 |           |
| **Intangible Assets with Finite Lives:**                 |                                                                     |                                 |           |
| Covenants not to compete                                 | $297,500                                                            | $(226,459)                      | $71,041   |
| Capitalized acquisition costs related to note receivable | 50,950                                                              | (50,950)                        | -0-       |
| Intangible Assets, Net of Accumulated Amortization       |                                                                     |                                 | $558,786  |

| **Three months ended March 31,**    | **2005**  | **2005**  | **2004**  | **2004**  |
|-------------------------------------|-----------|-----------|-----------|-----------|
|                                     | Basic     | Diluted   | Basic     | Diluted   |
| Numerator:                          |           |           |           |           |
| Net income (loss)                   | $127,587  | $127,587  | $(17,539) | $(17,539) |
|                                     |           |           |           |           |
| Denominator:                        |           |           |           |           |
| Weighted average shares outstanding | 8,411,056 | 8,558,989 | 8,345,130 | 8,345,130 |
| Effect of dilutive securities:      |           |           |           |           |
| Preferred stock                     | ---       | ---       | ---       | ---       |
| Stock options and warrants          | ---       | ---       | ---       | ---       |
| Weighted average shares outstanding | 8,411,056 | 8,558,989 | 8,345,130 | 8,345,130 |
|                                     |           |           |           |           |
| Earnings (loss) per share           | $.015     | $.015     | $(.002)   | $(.002)   |

|                                   | **2005** | **2004**  |
|-----------------------------------|----------|-----------|
| Net income (loss)                 | $127,587 | $(17,539) |
|                                   |          |           |
| Other comprehensive income (loss) |          |           |
| Net unrealized gain (loss)        | $645     | $(39,428) |
|                                   |          |           |
| Total comprehensive income (loss) | $128,232 | $(56,967) |

| **March 31, 2005**            |                   |                 |                |                  |
|-------------------------------|-------------------|-----------------|----------------|------------------|
|                               | **Entertainment** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                       | $1,800,000        | $637,000        | $53,000        | $2,490,000       |
| Depreciation and Amortization | 153,000           | 79,000          | 4,000          | 236,000          |
| Segment profit (loss)         | 709,000           | (242,000)       | (339,000)      | 128,000          |
| Segment Assets                | 22,483,000        | 1,281,000       | (8,586,000)    | 15,178,000       |
|                               |                   |                 |                |                  |
| **March 31, 2004**            |                   |                 |                |                  |
|                               | **Entertainment** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                       | $1,636,000        | $584,000        | $8,000         | $2,228,000       |
| Depreciation and Amortization | 121,000           | 82,000          | 30,000         | 233,000          |
| Segment profit (loss)         | 618,000           | (332,000)       | (304,000)      | (18,000)         |
| Segment Assets                | 21,220,000        | 1,506,000       | (7,162,000)    | 15,564,000       |

|                | 2005        | 2004        | Change    | % Change |
|----------------|-------------|-------------|-----------|----------|
| Total Revenues | $ 2,490,000 | $ 2,229,000 | $ 261,000 | 12%      |
| Entertainment  | 1,800,000   | 1,636,000   | 164,000   | 10%      |
| Texas          | 951,000     | 1,010,000   | (59,000)  | (6%)     |
| South Carolina | 413,000     | 291,000     | 122,000   | 42%      |
| Alabama        | 436,000     | 335,000     | 101,000   | 30%      |
| Hospitality    | $ 637,000   | $ 584,000   | $ 53,000  | 9%       |

|                  | 2005        | 2004        | Change   |
|------------------|-------------|-------------|----------|
| Total Net Income | $ 128,000   | $ (18,000)  | $146,000 |
| Entertainment    | 709,000     | 619,000     | 90,000   |
| Hospitality      | $ (242,000) | $ (332,000) | $ 90,000 |

~~~~

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**I, Jeffrey L. Minch, certify that:****1.** I have reviewed this annual report on Form 10-KSB of Littlefield    Corporation;**2.** Based on my knowledge, this annual 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 annual    report; **3.** Based on my knowledge, the financial statements, and other financial    information included in this 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 annual report; **4.** The small business issuer'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-15e) and internal control    over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)    for the small business issuer and 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 small business issuer, including its    consolidated subsidiaries, is made known to us by others within those entities,    particularly during the period in which this 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 small business issuer'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 covered by this report based on such evaluation; and
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 (the small business issuer’s      fourth fiscal quarter in the case of an annual report) that has materially      affected, or is reasonably likely to materially affect, the small business      issuer’s internal control over financial reporting; and

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

> 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 small business issuer'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 small business issuer's internal      control over financial reporting.

----

**4.** The small business issuer'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-15e) and internal control      over financial reporting (as defined in Exchange Act Rules 13a-15(f) and      15d-15(f) for the small business issuer and 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 small business issuer, including      its consolidated subsidiaries, is made known to us by others within those      entities, particularly during the period in which this 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 small business issuer'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 covered by this report based on such evaluation; and
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 (the small business        issuer’s fourth fiscal quarter in the case of an annual report)        that has materially affected, or is reasonably likely to materially affect,        the small business issuer’s internal control over financial reporting;        and

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

> 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 small business issuer'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 small business issuer's internal        control over financial reporting.

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**CERTIFICATION OF PERIODIC FINANCIAL REPORTS**

 

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