| For the fiscal quarter ended September 30, 2005 | Commission File No. 333-92060 |
|-------------------------------------------------|-------------------------------|

| **Delaware**                                                   | **74-2723809**                       |
|----------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (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)

----

| **Part I. Financial Information** |
|-----------------------------------|
| Item 1.                           | Financial Statements |  |
| a)                                | Consolidated Statements of Operations for the      Three |  |
|                                   | Months Ended September 30, 2005 and 2004 | 2 |
| b)                                | Consolidated Statements of Operations for the      Nine |   |
|                                   | Months Ended September 30, 2005 and 2004 | 4 |
| c)                                | Consolidated Balance Sheet as of September 30,      2005 | 6 |
| d)                                | Consolidated Statements of Cash Flows for the      Nine |  |
|                                   | Months Ended September 30, 2005 and 2004 | 7 |
| e)                                | Notes to Consolidated Financial Statements | 9 |
|                                   |   |   |
| Item 2.                           | Management’s Discussion and Analysis of      Financial Condition |  |
|                                   | And Results of Operations | 15 |
|                                   |  |  |
| Item 3                            | Controls and Procedures |  |
| **Part II. Other Information**    |
| Item 1                            | Legal Proceedings | 17 |
| Item 4                            | Submission of Matters to a Vote of Security      Holders |  |
| Item 6                            | Exhibits | 17 |
|                                   | Signatures | 18 |

----

| **Three Months Ended September 30,**                                                    | **2005**      | **2004**     |
|-----------------------------------------------------------------------------------------|---------------|--------------|
|                                                                                         |               |              |
| REVENUES:                                                                               |               |              |
| Entertainment                                                                           | $1,625,390    | $1,666,104   |
| Hospitality                                                                             | 930,129       | 492,219      |
| Other                                                                                   | 18,100        | 9,322        |
| TOTAL REVENUES                                                                          | 2,573,619     | 2,167,645    |
|                                                                                         |               |              |
| DIRECT COSTS AND EXPENSES:                                                              |               |              |
| Direct salaries and other compensation                                                  | 599,684       | 507,535      |
| Rent and utilities                                                                      | 640,627       | 543,016      |
| Other direct operating costs                                                            | 699,881       | 557,497      |
| Depreciation and amortization                                                           | 164,080       | 207,689      |
| License expense                                                                         | 21,831        | 9,395        |
| Unusual & nonrecurring items: Provision      for doubtful accounts & write-offs | 493           | 0            |
| TOTAL COSTS AND EXPENSES                                                                | 2,126,596     | 1,842,132    |
|                                                                                         |               |              |
| GROSS MARGIN                                                                            | 447,023       | 343,513      |
|                                                                                         |               |              |
| GENERAL AND ADMINISTRATIVE EXPENSES                                                     |               |              |
| Salaries and other compensation                                                         | 117,269       | 141,226      |
| Legal and accounting fees                                                               | 167,124       | 85,724       |
| Depreciation and amortization                                                           | 23,269        | 24,597       |
| Other general and administrative                                                        | 111,705       | 86,623       |
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                                               | 419,367       | 338,170      |
|                                                                                         |               |              |
| OPERATING INCOME (LOSS)                                                                 | 27,656        | 5,343        |
|                                                                                         |               |              |
| OTHER INCOME AND EXPENSES:                                                              |               |              |
| Interest and investment income                                                          | 7,978         | 2,432        |
| Interest expense ($10,315 and $24,537 respectively      to related parties)             | (57,062)      | (81,371)     |
| Gain (loss) on fixed asset sales                                                        | 1,001,874     | 0            |
| Gain (loss) on sale of investments                                                      | 0             | 0            |
| Gain on settlement                                                                      | 56,993        | 0            |
| Other income and (expense)                                                              | 0             | 0            |
| TOTAL OTHER INCOME AND EXPENSES                                                         | 1,009,783     | (78,939)     |
|                                                                                         |               |              |
| NET INCOME (LOSS) BEFORE PROVISION FOR INCOME      TAXES                                | 1,037,439     | (73,596)     |
|                                                                                         |               |              |
| PROVISION FOR INCOME TAXES                                                              | 15,000        | 15,000       |
|                                                                                         |               |              |
| **NET INCOME (LOSS)**                                                                   | **1,022,439** | **(88,596)** |
|                                                                                         |               |              |
| OTHER COMPREHENSIVE INCOME (LOSS)                                                       | 2,411         | (2,908)      |
|                                                                                         |               |              |
| NET COMPREHENSIVE INCOME (LOSS)                                                         | 1,024,924     | $(91,504)    |

----

| **Three Months Ended September 30,**                   | **2005**  | **2004**  |
|--------------------------------------------------------|-----------|-----------|
|                                                        |           |           |
| EARNINGS (LOSS) PER SHARE:                             |           |           |
| Basic earnings (loss) per share                        | $.12      | ($.01)    |
|                                                        |           |           |
| Diluted earnings (loss) per share                      | $.12      | ($.01)    |
|                                                        |           |           |
| Weighted average shares outstanding –      basic | 8,589,355 | 8,378,954 |
|                                                        |           |           |
| Weighted average shares outstanding - diluted          | 8,569,300 | 8,380,602 |

----

| **Nine Months Ended September 30,**                                                     | **2005**      | **2004**    |
|-----------------------------------------------------------------------------------------|---------------|-------------|
|                                                                                         |               |             |
| REVENUES:                                                                               |               |             |
| Entertainment                                                                           | $5,117,177    | $4,915,834  |
| Hospitality                                                                             | 2,868,557     | 2,170,837   |
| Other                                                                                   | 75,123        | 25,872      |
| TOTAL REVENUES                                                                          | 8,060,857     | 7,112,543   |
|                                                                                         |               |             |
| DIRECT COSTS AND EXPENSES:                                                              |               |             |
| Direct salaries and other compensation                                                  | 1,835,081     | 1,706,623   |
| Rent and utilities ($0 and $0, respectively      to related parties)                    | 1,666,314     | 1,628,173   |
| Other direct operating costs                                                            | 2,012,868     | 1,698,325   |
| Depreciation and amortization                                                           | 607,645       | 614,876     |
| License expense                                                                         | 48,654        | 48,562      |
| Unusual & nonrecurring items: Provision      for doubtful accounts & write-offs | 135,290       | 0           |
| TOTAL COSTS AND EXPENSES                                                                | 6,305,852     | 5,696,559   |
|                                                                                         |               |             |
| GROSS MARGIN                                                                            | 1,755,005     | 1,415,984   |
|                                                                                         |               |             |
| GENERAL AND ADMINISTRATIVE EXPENSES                                                     |               |             |
| Salaries and other compensation                                                         | 383,673       | 403,706     |
| Legal and accounting fees                                                               | 713,450       | 239,644     |
| Depreciation and amortization                                                           | 70,126        | 81,941      |
| Other general and administrative                                                        | 499,746       | 303,910     |
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                                               | 1,666,995     | 1,029,201   |
|                                                                                         |               |             |
| OPERATING INCOME (LOSS)                                                                 | 88,010        | 386,783     |
|                                                                                         |               |             |
| OTHER INCOME AND EXPENSES:                                                              |               |             |
| Interest and investment income                                                          | 13,353        | 7,931       |
| Interest expense ($23,815 and $45,330 respectively      to related parties)             | (191,317)     | (216,399)   |
| Gain (loss) on fixed asset sales                                                        | 997,396       | (5,946)     |
| Gain (loss) on sale of investments                                                      | 9,312         | 49,628      |
| Gain on settlement                                                                      | 744,286       | 0           |
| Other income and (expense)                                                              | 0             | (4,570)     |
| TOTAL OTHER INCOME AND EXPENSES                                                         | 1,573,030     | (169,356)   |
|                                                                                         |               |             |
| NET INCOME (LOSS) BEFORE PROVISION FOR INCOME      TAXES                                | 1,661,055     | 217,427     |
|                                                                                         |               |             |
| PROVISION FOR INCOME TAXES                                                              | 36,840        | 45,000      |
|                                                                                         |               |             |
| Discontinued Operations: Amusement Division                                             |               | **(338)**   |
|                                                                                         |               |             |
| **NET INCOME (LOSS)**                                                                   | **1,624,200** | **172,089** |
|                                                                                         |               |             |
| OTHER COMPREHENSIVE INCOME (LOSS)                                                       | 3,170         | (39,395)    |
|                                                                                         |               |             |
| NET COMPREHENSIVE INCOME (LOSS)                                                         | 1,627,370     | $132,694    |

----

| **Nine Months Ended September 30,**                    | **2005**  | **2004**  |
|--------------------------------------------------------|-----------|-----------|
|                                                        |           |           |
| EARNINGS (LOSS) PER SHARE:                             |           |           |
| Basic earnings (loss) per share                        | $.19      | $.021     |
|                                                        |           |           |
| Diluted earnings (loss) per share                      | $.19      | $.021     |
|                                                        |           |           |
| Weighted average shares outstanding –      basic | 8,517,627 | 8,367,932 |
|                                                        |           |           |
| Weighted average shares outstanding - diluted          | 8,587,572 | 8,369,580 |

----

| **ASSETS**                                                                                                                 |
|----------------------------------------------------------------------------------------------------------------------------|
| Current Assets:                                                                                                            | **September 30, 2005** |
| Cash and cash equivalents                                                                                                  | 1,441,788 |
| Accounts receivable, net of allowance for doubtful      accounts of $121,480                                               | 597,039 |
| Accounts receivable, other                                                                                                 | 306,963 |
| Equity securities, available for sale                                                                                      | 3,079 |
| Note Receivable, current portion                                                                                           | 97,733 |
| Other prepaid expenses and current assets                                                                                  | 555,763 |
| Total Current Assets                                                                                                       | 3,002,365 |
|                                                                                                                            |  |
| Property and Equipment - at cost, net of accumulated      depreciation and amortization                                    | 6,493,773 |
|                                                                                                                            |  |
| Other Assets:                                                                                                              |  |
| Notes receivable, less current portion                                                                                     | 1,302,267 |
| Goodwill                                                                                                                   | 4,370,111 |
| Intangible assets, net                                                                                                     | 550,037 |
| Other non-current assets                                                                                                   | 204,701 |
| Total Other Assets                                                                                                         | 6,427,116 |
|                                                                                                                            |  |
| TOTAL ASSETS                                                                                                               | $15,923,254 |
|                                                                                                                            |  |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                       |  |
|                                                                                                                            |  |
| Current Liabilities:                                                                                                       |  |
| Obligations under capital lease                                                                                            | 74,418 |
| Long term debt, current portion                                                                                            | 410,225 |
| Trade accounts payable                                                                                                     | 315,793 |
| Reserve for settlements                                                                                                    | 3,237,500 |
| Accrued expenses                                                                                                           | 486,509 |
| Other current liabilities-related party                                                                                    | 438,511 |
| Long term debt-related party, current portion                                                                              | 105,650 |
| Total Current Liabilities                                                                                                  | 5,068,606 |
|                                                                                                                            |  |
| Long-term Liabilities:                                                                                                     |  |
| Obligations under capital lease, net of current      portion                                                               | 6,228 |
| Long term debt, net of current portion                                                                                     | 2,172,280 |
| Total Long-term Liabilities                                                                                                | 2,178,508 |
| Total Liabilities                                                                                                          | 7,247,114 |
|                                                                                                                            |  |
| Stockholders' Equity:                                                                                                      |  |
| Common stock, $.001 par value, (authorized 20,000,000      shares, issued 10,176,890 shares, outstanding 8,589,355 shares) | 10,177 |
| Additional paid-in-capital                                                                                                 | 23,546,020 |
| Treasury stock – 1,587,535 shares, at      cost                                                                      | (2,019,707) |
| Accumulated Comprehensive Income                                                                                           | 2451 |
| Accumulated deficit                                                                                                        | (12,862,801) |
| Total Stockholders' Equity                                                                                                 | 8,676,140 |
|                                                                                                                            |  |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                 | 15,923,254 |

----

| **Nine months Ended September 30,**                                                                    | **2005**    | **2004**  |
|--------------------------------------------------------------------------------------------------------|-------------|-----------|
|                                                                                                        |             |           |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                  |             |           |
| Net income (loss)                                                                                      | 1,624,200   | $172,089  |
| Adjustments to reconcile net income to net cash      provided by operating activities:                 |             |           |
| Depreciation and amortization                                                                          | 677,772     | 696,817   |
| Gain on investment sales                                                                               | (9,312)     | (52,380)  |
| Loss (gain) on sales of fixed assets                                                                   | (997,396)   | 5,947     |
| Gain on Exercise of Deferred Compensation                                                              | (54,749)    | 0         |
| Increase (decrease) in cash flows as a result      of changes in asset and liability account balances: |             |           |
| Accounts receivable                                                                                    | (273,269)   | 331,201   |
| Other assets and licenses                                                                              | (192,987)   | (40,197)  |
| Trade accounts payable                                                                                 | 23,889      | (262,799) |
| Accrued expenses and other current liabilities                                                         | 111,583     | 81,641    |
| NET CASH PROVIDED BY OPERATING ACTIVITIES                                                              | 909,731     | 932,319   |
|                                                                                                        |             |           |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                                                  |             |           |
| Property and equipment expenditures                                                                    | (225,304)   | (336,672) |
| Purchase of Intangibles                                                                                | 0           | (37,500)  |
| Proceeds from sale of equity securities                                                                | 48,548      | 521,451   |
| Gain on Sale of Assets                                                                                 | 369,809     |           |
| Proceeds from repayment of note receivable                                                             | 845,000     | 2,875     |
| NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES                                                       | 1,038,053   | 150,154   |
|                                                                                                        |             |           |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                                                  |             |           |
| Payments on capital lease obligations                                                                  | (52,260)    | (41,857)  |
| Payments on notes payable                                                                              | (1,040,589) | (897,335) |
| Expenses related to refinancing                                                                        | 0           | (23,730)  |
| Exercise of Stock Options                                                                              | 59,750      | 0         |
| Collections (increase) of subscribed receivables                                                       | 0           | 5,886     |
| Purchase Treasury Stock                                                                                | 0           | (790)     |
| NET CASH USED IN FINANCING ACTIVITIES                                                                  | (1,033,099) | (957,826) |
|                                                                                                        |             |           |
| NET INCREASE (DECREASE) IN CASH                                                                        | 914,685     | 124,647   |
|                                                                                                        |             |           |
| CASH AT BEGINNING OF PERIOD                                                                            | 527,103     | 285,380   |
|                                                                                                        |             |           |
| CASH AT END OF PERIOD                                                                                  | 1,441,788   | 410,027   |

  See notes to consolidated financial statements.

----

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

| **Six months Ended September 30,**                                                      | **2005**   | **2004** |
|-----------------------------------------------------------------------------------------|------------|----------|
|                                                                                         |            |          |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                      |            |          |
|                                                                                         |            |          |
| Cash payments:                                                                          |            |          |
|                                                                                         |            |          |
| Interest                                                                                | 32,321     | $194,160 |
|                                                                                         |            |          |
| Income taxes                                                                            | $0         | $0       |
|                                                                                         |            |          |
| Non-cash transactions:                                                                  |            |          |
|                                                                                         |            |          |
| Acquisition of property, equipment and intangibles        in exchange for notes payable | $0         | $7,988   |
|                                                                                         |            |          |
| Equipment purchased under capital lease                                                 | $0         | $0       |
|                                                                                         |            |          |
| Issuance of treasury stock for deferred compensation        and 401K plan               | $0         | $0       |
|                                                                                    |       |     |
| Sale of fixed assets for a note receivable                                              | $1,400,000 | $0       |

----

| Land                                            | $764,053    |
|-------------------------------------------------|-------------|
| Buildings                                       | 3,207,889   |
| Leasehold improvements                          | 3,845,261   |
| Rental Inventory and bingo equipment            | 1,738,718   |
| Equipment, furniture and fixtures               | 2,376,095   |
| Automobiles                                     | 356,132     |
|                                                 | 12,288,148  |
|                                                 |             |
| Less: Accumulated depreciation and amortization | (5,794,375) |
|                                                 |             |
| Property and equipment, net                     | $6,493,773  |

|                             | **Gross Carrying****Amount** | **Accumulated****Amortization** | **Total**        |
|----------------------------------|------------------------------|---------------------------------|------------------|
| Goodwill                         | $6,169,373                   | $(1,799,263)                    | $4,370,111       |
|                                  | **Entertainment**            | ** Hospitality **     |                  |
| Balance at December 31, 2004     | $4,032,723              | $371,384                   | $4,404,107  |
| Goodwill acquired in the Quarter | -0-                     | -0-                        | -0-         |
| Sale of Asset                    | (33,997)                     | -0-                        | (33,997)         |
| Impairment losses                | -0-                     | -0-                        | -0-         |
| Balance at September 30, 2005    | $3,998,726              | $ 371,384                  | $4,370,111  |

|                                                               | **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                                      | $237,500                                                            | $(175,208)                      | $62,292   |
| Capitalized acquisition costs related to note      receivable | 50,950                                                              | (50,950)                        | -0-       |
| Intangible Assets, Net of Accumulated Amortization            |                                                                     |                                 | $550,037  |

| **Nine months ended September 30,** | **2005**   | **2005**   | **2004**  | **2004**  |
|-------------------------------------|------------|------------|-----------|-----------|
|                                     | Basic      | Diluted    | Basic     | Diluted   |
| Numerator:                          |            |            |           |           |
| Net income (loss)                   | $1,624,200 | $1,624,200 | $172,089  | $172,089  |
|                                     |            |            |           |           |
| Denominator:                        |            |            |           |           |
| Weighted average shares outstanding | 8,517,627  | 8,517,627  | 8,367,932 | 8,369,580 |
| Effect of dilutive securities:      |            |            |           |           |
| Stock options and warrants          | ---        | 69,945     | ---       | ---       |
| Weighted average shares outstanding | 8,517,627  | 8,587,572  | 8,367,932 | 8,369,580 |
|                                     |            |            |           |           |
| Earnings (loss) per share           | $.19       | $.19       | $.021     | $.021     |

|                                   | **2005**   | **2004**  |
|-----------------------------------|------------|-----------|
| Net income (loss)                 | $1,624,200 | $172,089  |
|                                   |            |           |
| Other comprehensive income (loss) |            |           |
| Net unrealized gain (loss)        | $3,170     | $(39,395) |
|                                   |            |           |
| Total comprehensive income (loss) | $1,627,370 | $132,694  |

| **September 30, 2005**        |                   |                 |                |                  |
|-------------------------------|-------------------|-----------------|----------------|------------------|
|                               | **Entertainment** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                       | $5,117,000        | $2,869,000      | $75,000        | $8,061,000       |
| Depreciation and Amortization | 366,000           | 242,000         | 70,000         | 678,000          |
| Segment profit (loss)         | 2,735,000         | (346,000)       | (765,000)      | 1,624,000        |
| Segment Assets                | 23,965,000        | 1,431,000       | (9,473,000)    | 15,923,000       |
|                               |                   |                 |                |                  |
| **September 30, 2004**        |                   |                 |                |                  |
|                               | **Entertainment** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                       | $4,916,000        | $2,171,000      | $26,000        | $7113,000        |
| Depreciation and Amortization | 371,000           | 244,000         | 82,000         | 697,000          |
| Segment profit (loss)         | 1,808,000         | (596,000)       | (1,040,000)    | 172,000          |
| Segment Assets                | 22,080,000        | 1,310,000       | (8,371,000)    | 15,019,000       |

|                | 2005        | 2004        | Change    | % Change |
|----------------|-------------|-------------|-----------|----------|
| Total Revenues | $ 8,061,000 | $ 7,113,000 | $ 948,000 | 13%      |
| Entertainment  | 5,117,000   | 4,916,000   | 201,000   | 4%       |
| Texas          | 2,873,000   | 3,125,000   | (232,000) | (7%)     |
| South Carolina | 1,097,000   | 924,000     | 173,000   | 19%      |
| Alabama        | 1,147,000   | 867,000     | 280,000   | 32%      |
| Hospitality    | $ 2,869,000 | $ 2,171,000 | $ 698,000 | 32%      |

|                  | 2005        | 2004        | Change     | % Change |
|------------------|-------------|-------------|------------|----------|
| Total Net Income | $ 1,624,000 | $ 172,000   | $1,452,000 | 844%     |
| Entertainment    | 2,735,000   | 1,808,000   | (927,000)  | 51%      |
| Hospitality      | $ (346,000) | $ (596,000) | $ 250,000  | 42%      |

| Exhibit |                                                      |
|---------|------------------------------------------------------|
||
||
| 31.1    | Certification Pursuant to Rule 13a-14(a) / 15d-14(a) |
| 31.2    | Certification Pursuant to Rule 13a-14(a) / 15d-14(a) |
| 32.1    | Certification Pursuant to 18 U.S.C. §1350       |

----

----

**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.

November 7, 2005***/s/ Jeffrey L. Minch***  President and Chief Executive Officer

----

**Certification of Chief Financial Officer**

**I, Troy D. Zinn, 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):

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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.

November 7, 2005***/s/ Troy D. Zinn***  Chief Financial Officer

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Each of the undersigned hereby certifies that this Quarterly Report on Form  10-QSB complies with the requirements of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended, and the information contained in such report  fairly represents, in all material respects, the financial condition and results  of operations of the Company.November 7, 2005By:**/s/ JEFFREY L MINCH**  Jeffrey L. Minch   President and Chief Executive Officer**/s/ TROY D. ZINN**  Troy D. Zinn  Secretary and Treasurer  (Chief Financial Officer)