**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****FORM 10-QSB**

[ **X** ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities    Exchange Act of 1934**For the fiscal quarter ended June 30, 2002**    OR    [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange    Act of 1934    Commission file No. 0-13530**Littlefield Corporation**    (Exact name of small business issuer as specified in its charter)**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 June 30, 2002 and 2001 | 2 |
| **b)**                            | Consolidated      Statements of Operations for the Six Months Ended June 30, 2002 and 2001   | 4 |
| **c)**                            | Consolidated      Balance Sheet as of June 30, 2002                                          | 6 |
| **d)**                            | Consolidated      Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001   | 7 |
| **e)**                            | Notes to Consolidated      Financial Statements                                              | 9 |
| **Item 2.**                       | Management's      Discussion and Analysis of Financial Condition And Results of Operations   | 16 |
|                                   |
| **Part II. Other Information**    |                                                                                         |
| **Item 1.**                       | Legal Proceedings                                                                            | 17 |
| **Item 6.**                       | Exhibits and      Reports on Form 8-K                                                        | 18 |
| ****                              | Signatures                                                                                   | 19 |

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| **Three Months      Ended June 30,**                                        | **2002**      | **2001**      |
|-----------------------------------------------------------------------------|---------------|---------------|
|                                                                             |               |               |
| **REVENUES:**                                                               |               |               |
| Entertainment                                                               | $1,517,523    | $1,534,440    |
| Amusements                                                                  | 290,830       | 421,625       |
| Hospitality                                                                 | 1,426,812     | 207,935       |
| Other                                                                       | 1,800         | 222,678       |
| **TOTAL REVENUES**                                                          | **3,236,965** | **2,386,678** |
|                                                                             |               |               |
| **DIRECT COSTS      AND EXPENSES:**                                         |               |               |
| Direct salaries      and other compensation                                 | 959,495       | 391,911       |
| Rent and utilities      ($5,187 and $5,187 to related parties)              | 533,578       | 420,200       |
| Other direct      operating costs                                           | 788,013       | 593,693       |
| Depreciation      and amortization                                          | 254,341       | 391,275       |
| License expense                                                             | 43,350        | 23,004        |
| TOTAL DIRECT      COSTS AND EXPENSES                                        | 2,578,777     | 1,820,083     |
|                                                                             |               |               |
| GROSS MARGIN                                                                | 658,188       | 566,595       |
|                                                                             |               |               |
| **GENERAL AND      ADMINISTRATIVE EXPENSES:**                               |               |               |
| Salaries and      other compensation                                        | 483,675       | 134,509       |
| Legal and accounting      fees                                              | 75,764        | 38,664        |
| Depreciation      and amortization                                          | 25,448        | 13,856        |
| Other general      and administrative ($0 and $18,000 to related parties)   | 160,573       | 150,234       |
| Unusual and nonrecurring      items:                                        |               |               |
| Relocation, moving      expenses & severance pay                        | 14,804        | 1,229         |
| TOTAL GENERAL      AND ADMINISTRATIVE EXPENSES                              | 760,264       | 338,492       |
|                                                                             |               |               |
| **OPERATING      INCOME (LOSS)**                                            | **(102,076)** | **228,103**   |
|                                                                             |               |               |
| **OTHER INCOME      AND EXPENSES:**                                         |               |               |
| Interest and      investment income                                         | 74,681        | 66,693        |
| Interest expense      ($22,060 and $2,245, respectively to related parties) | (76,262)      | (18,494)      |
| Gain on fixed      asset sales                                              | 1,565         | 1,112         |
| Legal settlement      expense                                               | (147,500)     | 0             |
| Legal settlement      income-net of legal expenses                          | 0             | 74,165        |
| TOTAL OTHER INCOME      AND EXPENSES                                        | (147,516)     | 123,476       |
|                                                                             |               |               |
| NET INCOME (LOSS)      BEFORE PROVISION FOR INCOME TAXES                    | (249,592)     | 351,579       |
|                                                                             |               |               |
| PROVISION FOR      (BENEFIT FROM) INCOME TAXES                              | (12,483)      | 18,023        |
|                                                                             |               |               |
| **NET INCOME      (LOSS)**                                                  | **(237,109)** | **333,556**   |
|                                                                             |               |               |
| OTHER COMPREHENSIVE      INCOME (LOSS)                                      | (102,618)     | 27,555        |
|                                                                             |               |               |
| NET COMPREHENSIVE      INCOME (LOSS)                                        | ($339,727)    | $361,111      |

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| **Three Months Ended June      30,**                     | **2002**  | **2001**  |
|----------------------------------------------------------|-----------|-----------|
|                                                     |      |      |
| **EARNINGS (LOSS)      PER SHARE:**                      |           |           |
| Basic earnings      (loss) per share                     | ($.03)    | $.04      |
|                                                          |           |           |
| Diluted earnings      (loss) per share                   | ($.03)    | $.04      |
|                                                          |           |           |
| Weighted average      shares outstanding – basic   | 8,122,234 | 7,942,481 |
|                                                          |           |           |
| Weighted average      shares outstanding – diluted | 8,122,234 | 7,942,481 |

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**    PART I - FINANCIAL INFORMATION***Item 1. Financial Statements******Littlefield Corporation*****CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)**

| **Six Months      Ended June 30,**                                                            | **2002**      | **2001**      |
|-----------------------------------------------------------------------------------------------|---------------|---------------|
|                                                                                               |               |               |
| **REVENUES:**                                                                                 |               |               |
| Entertainment                                                                                 | $3,281,715    | $3,280,920    |
| Amusements                                                                                    | 636,648       | 724,680       |
| Hospitality                                                                                   | 2,304,816     | 308,448       |
| Other                                                                                         | 3,603         | 324,404       |
| **TOTAL REVENUES**                                                                            | **6,226,782** | **4,638,452** |
|                                                                                               |               |               |
| **DIRECT COSTS      AND EXPENSES:**                                                           |               |               |
| Direct salaries      and other compensation                                                   | 1,844,640     | 694,557       |
| Rent and utilities      ($10,374 and $10,374 to related parties)                              | 1,019,105     | 775,965       |
| Other direct      operating costs                                                             | 1,560,920     | 1,094,836     |
| Depreciation      and amortization                                                            | 503,136       | 793,879       |
| License expense                                                                               | 79,307        | 34,513        |
| **TOTAL DIRECT      COSTS AND EXPENSES:**                                                     | 5,007,108     | 3,393,750     |
|                                                                                               |               |               |
| GROSS MARGIN                                                                                  | 1,219,674     | 1,244,702     |
|                                                                                               |               |               |
| GENERAL AND ADMINISTRATIVE      EXPENSES                                                      |               |               |
| Salaries and      other compensation                                                          | 680,768       | 274,935       |
| Legal and accounting      fees                                                                | 113,899       | 68,658        |
| Depreciation      and amortization                                                            | 49,190        | 27,410        |
| Other general      and administrative ($0 and $36,000 to related parties)                     | 293,867       | 269,820       |
| Unusual and nonrecurring      items:                                                          |               |               |
| Relocation, moving      expenses & severance pay                                          | 16,375        | 1,557         |
| TOTAL GENERAL      AND ADMINISTRATIVE EXPENSES                                                | 1,154,099     | 642,380       |
|                                                                                               |               |               |
| **OPERATING      INCOME**                                                                     | **65,575**    | **602,322**   |
|                                                                                               |               |               |
| OTHER INCOME      AND EXPENSES:                                                               |               |               |
| Interest and      investment income                                                           | 134,996       | 125,805       |
| Interest expense      ($51,827 and $5,024 respectively to related parties)                    | (152,669)     | (42,702)      |
| Gain (loss) on      fixed asset sales                                                         | (3,667)       | 250,862       |
| Legal settlement      expense                                                                 | (147,500)     | 0             |
| Legal settlement      income-net of legal fees                                                | 0             | 74,165        |
| TOTAL OTHER INCOME      AND EXPENSES                                                          | (168,840)     | 408,130       |
|                                                                                               |               |               |
| NET INCOME (LOSS)      BEFORE PROVISION FOR INCOME TAXES                                      | (103,265)     | 1,010,452     |
|                                                                                               |               |               |
| PROVISION FOR      (BENEFIT FROM ) INCOME TAXES                                               | (5,206)       | 50,561        |
|                                                                                               |               |               |
| NET INCOME (LOSS)      BEFORE EXTRAORDINARY GAIN                                              | (98,059)      | 959,891       |
|                                                                                               |               |               |
| Extra-ordinary      gain on settlement with equipment lessors, net of income taxes of $10,771 | 0             | 204,639       |
| **NET INCOME      (LOSS)**                                                                    | **(98,059)**  | **1,164,530** |
|                                                                                               |               |               |
| OTHER COMPREHENSIVE      INCOME (LOSS)                                                        | (105,337)     | 127,827       |
|                                                                                               |               |               |
| NET COMPREHENSIVE      INCOME (LOSS)                                                          | ($203,396)    | $1,292,357    |

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| **Six Months      Ended June 30,**                                   | **2002**  | **2001**  |
|----------------------------------------------------------------------|-----------|-----------|
|                                                                 |
| **EARNINGS (LOSS)      PER SHARE:**                                  |           |           |
| Basic earnings      (loss) per share before extraordinary gain       | ($ .01)   | $ .13     |
| Basic extraordinary      gain on settlement with equipment lessors   | ---       | .02       |
| Basic earnings      (loss) per share                                 | ($ .01)   | $.15      |
|                                                                      |           |           |
| Diluted earnings      (loss) per share before extraordinary gain     | ($ .01)   | $.13      |
| Diluted extraordinary      gain on settlement with equipment lessors | ---       | .02       |
| Diluted earnings      (loss) per share                               | ($ .01)   | $.15      |
|                                                                 |
| Weighted average      shares outstanding - basic                     | 8,040,568 | 7,971,277 |
|                                                                 |
| Weighted average      shares outstanding - diluted                   | 8,040,568 | 7,971,277 |

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| **ASSETS**                                                                                                                      |
|---------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                            |   |
| **Current Assets:**                                                                                                             | **June 30, 2002** |
| Cash and cash      equivalents                                                                                                  | $607,707 |
| Accounts receivable,      net of allowance for doubtful accounts of $23,320                                                     | 683,675 |
| Equity Securities,      available for sale                                                                                      | 1,467,667 |
| Other prepaid      expenses                                                                                                     | 547,387 |
| Total Current      Assets                                                                                                       | 3,306,436 |
|                                                                                                                                 |  |
| Property and      Equipment - at cost, net of accumulated depreciation and amortization                                         | 7,241,513 |
|                                                                                                                                 |  |
| Other Assets:                                                                                                                   |  |
| Notes receivable                                                                                                                | 935,504 |
| Intangible assets,      net                                                                                                     | 5,072,870 |
| Other non-current      assets                                                                                                   | 337,743 |
| Total Other Assets                                                                                                              | 6,346,117 |
|                                                                                                                                 |  |
| **TOTAL ASSETS**                                                                                                                | **$16,894,066** |
|                                                                                                                                 |  |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                                        |
|                                                                                                                                 |  |
| **Current Liabilities:**                                                                                                        |  |
| Notes payable                                                                                                                   | $767,000 |
| Long term debt,      current portion                                                                                            | 551,054 |
| Long term debt,      related party, current portion                                                                             | 242,522 |
| Trade accounts      payable                                                                                                     | 152,683 |
| Accrued expenses      and other current liabilities                                                                             | 2,799,787 |
| Total Current      Liabilities                                                                                                  | 4,513,046 |
|                                                                                                                                 |  |
| Long-term Liabilities:                                                                                                          |  |
| Long term debt,      net of current portion                                                                                     | 1,130,750 |
| Long term debt,      related party, net of current portion                                                                      | 1,010,797 |
| Total Long-term      Liabilities                                                                                                | 2,141,547 |
|                                                                                                                                 |  |
| **TOTAL LIABILITIES**                                                                                                           | **6,654,593** |
|                                                                                                                                 |  |
| COMMITMENTS &      CONTINGENCIES                                                                                            |  |
| Capital leases      payable                                                                                                     | 135,163 |
|                                                                                                                                 |  |
| Stockholders'      Equity:                                                                                                      |  |
| Common stock,      $.001 par value, (authorized 20,000,000 shares, issued 10,176,890 shares,      outstanding 8,129,652 shares) | 10,177 |
| Additional paid-in-capital                                                                                                      | 23,850,828 |
| Treasury stock      - 2,047,238 shares, at cost                                                                                 | (2,606,447) |
| Stock subscription      receivable                                                                                              | (44,545) |
| Accumulated Comprehensive      Income                                                                                           | (97,720) |
| Accumulated deficit                                                                                                             | (11,007,983) |
| Total Stockholders'      Equity                                                                                                 | 10,104,310 |
|                                                                                                                                 |  |
| **TOTAL LIABILITIES      AND STOCKHOLDERS' EQUITY**                                                                             | **$16,894,066** |

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

| **Six months      Ended June 30,**                                                                                      | **2002**     | **2001**       |
|-------------------------------------------------------------------------------------------------------------------------|--------------|----------------|
|                                                                                                                         |              |                |
| **CASH FLOWS      FROM OPERATING ACTIVITIES:**                                                                          |              |                |
| Net income (loss)                                                                                                       | ($98,059)    | $1,164,530     |
| Adjustments to      reconcile net income to net cash provided by operating   activities:                      |              |                |
| Depreciation      and amortization                                                                                      | 552,326      | 821,289        |
| Extra-ordinary      debt restructuring                                                                                  | 0            | (204,639)      |
| Gain on sales      of fixed assets                                                                                      | 8,228        | (250,862)      |
| Compensation      paid with treasury stock                                                                              | 14,250       | 0              |
| Increase (decrease)      in cash flows as a result of changes in asset and liability   account      balances: |              |                |
| Accounts receivable                                                                                                     | 331,882      | (31,078)       |
| Other assets                                                                                                            | (162,353)    | (263,339)      |
| Trade accounts      payable                                                                                             | (256,878)    | (47,640)       |
| Accrued expenses      and other current liabilities                                                                     | 430,956      | (115,154)      |
| NET CASH PROVIDED      BY OPERATING ACTIVITIES                                                                          | 820,352      | 1,073,107      |
|                                                                                                                         |              |                |
| **CASH FLOWS      FROM INVESTING ACTIVITIES:**                                                                          |              |                |
| Property and      equipment expenditures                                                                                | (802,773)    | (1,902,195)    |
| Collections of      notes receivable                                                                                    | 3,937        | 8,240          |
| Issuance of notes      receivable                                                                                       | 0            | (861,211)      |
| Purchase of goodwill      and intangibles                                                                               | (71,771)     | (85,287)       |
| Refund of goodwill      and intangible purchases                                                                        | 0            | 17,323         |
| Proceeds from      sale of property and equipment                                                                       | 6,275        | 468,381        |
| NET CASH USED      IN INVESTING ACTIVITIES                                                                              | (864,332)    | (2,354,749)    |
|                                                                                                                         |              |                |
| **CASH FLOWS      FROM FINANCING ACTIVITIES:**                                                                          |              |                |
| Payments on notes      payable                                                                                          | (457,193)    | (211,035)      |
| Purchase of treasury      stock                                                                                         | 0            | (177,575)      |
| Proceeds from      issuance of notes payable                                                                            | 152,463      | 0              |
| NET CASH PROVIDED      (USED) IN FINANCING ACTIVITIES                                                                   | (304,730)    | (388,610)      |
|                                                                                                                         |              |                |
| NET INCREASE      (DECREASE) IN CASH                                                                                    | (348,710)    | (1,670,252)    |
|                                                                                                                         |              |                |
| CASH AT BEGINNING      OF PERIOD                                                                                        | 956,417      | 3,504,372      |
|                                                                                                                         |              |                |
| **CASH AT END      OF PERIOD**                                                                                          | **$607,707** | **$1,834,120** |

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| **Six months      Ended June 30,**                                       | **2002** | **2001**   |
|--------------------------------------------------------------------------|----------|------------|
|                                                                          |          |            |
| **SUPPLEMENTAL      DISCLOSURES OF CASH FLOW INFORMATION:**              |          |            |
|                                                                          |          |            |
| **Cash payments:**                                                       |          |            |
| Interest                                                                 | $99,808  | $27,993    |
| Income taxes                                                             | $99,724  | $22,211    |
|                                                                          |          |            |
| **Non-cash transactions:**                                               |          |            |
| Acquisition of      property and equipment in exchange for notes payable | $152,463 | $1,073,801 |
| Stock subscriptions      receivable                                      | $44,545  | $0         |
| Issuance of treasury      stock in payment of accrued liabilities        | $161,524 | $0         |

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***Littlefield Corporation*****NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)****June 30, 2002****NOTE 1 – PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION.**  The unaudited consolidated financial statements include the accounts of Littlefield  Corporation and its wholly owned subsidiaries (the “Company”). The  financial statements contained herein are unaudited and, in the opinion of management,  contain all adjustments necessary for a fair presentation of financial position,  results of operations and cash flows for the periods presented. The Company’s  accounting policies and certain other disclosures are set forth in the notes  to the consolidated financial statements contained in the Company’s Annual  Report on Form 10-KSB for the fiscal year ended December 31, 2001. The financial  statements contained herein should be read in conjunction with the notes to  the Company’s audited consolidated financial statements included in the  Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001. The  preparation of the condensed consolidated financial statements in conformity  with generally accepted accounting principles requires management to make estimates  and assumptions that affect the reported amount of assets and liabilities, disclosure  of contingent assets and liabilities and the reported amount of revenue and  expenses during the reported period. Actual results could differ from these  estimates. Where appropriate, items within the consolidated condensed financial  statements have been reclassified to maintain consistency and comparability  for all periods presented.  The operating results for the three-month and six-month periods ended June 30,  2002 are not necessarily indicative of the results that may be expected for  the fiscal year ending December 31, 2002. Except for historical information  contained herein, certain matters set forth in this report are forward looking  statements that are subject to substantial risks and uncertainties, including  the impact of government regulation and taxation, customer attendance and spending,  competition, and general economic conditions, among others. This Quarterly Report  on Form 10-QSB contains “forward-looking” statements as such term  is defined in the Private Securities Litigation Reform Act of 1995 and information  relating to the Company and its subsidiaries that are based on the beliefs of  the Company’s management. When used in this report, the words “anticipate,”  believe,” “estimate,” “expect,” and “intend”  and words or phrases of similar import, as they relate to the company or its  subsidiaries or Company management, are intended to identify forward-looking  statements. Such statements reflect the current risks, uncertainties and assumptions  related to certain factors including, without limitations, competitive factors,  general economic conditions, customer relations, relationships with vendors,  the interest rate environment, governmental regulation and supervision, seasonality,  distribution networks, product introductions and acceptance, technological change,  changes in industry practices, onetime events and other factors described herein  and in other filings made by the company with the Securities and Exchange Commission,  based upon changing conditions, should any one or more of these risks or uncertainties  materialize, or should any underlying assumptions prove incorrect, actual results  may vary materially from those described herein as anticipated, believed, estimated,  expected or intended. The company does not intend to update these forward-looking  statements.

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| Land                                                 | $679,025       |
|------------------------------------------------------|----------------|
| Buildings                                            | 2,109,923      |
| Building and      leasehold improvements             | 4,027,023      |
| Amusement machines      and bingo equipment          | 2,047,870      |
| Equipment, furniture      and fixtures               | 1,979,752      |
| Automobiles                                          | 505,571        |
|                                                      | **11,349,164** |
|                                                      |                |
| Less: Accumulated      depreciation and amortization | (4,107,651)    |
|                                                      |                |
| Property and      equipment, net                     | $7,241,513     |

| Goodwill                            | $7,485,762  |
|-------------------------------------|-------------|
| Bingo licenses                      | 389,720     |
| Covenants not      to compete       | 385,000     |
|                                     | 8,260,482   |
|                                     |             |
| Less: Accumulated      amortization | (3,187,612) |
|                                     |             |
| Intangible assets,      net         | $5,072,870  |

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| **Six months      ended June 30,**                       | **2002**  | **2002**    | **2001**   | **2001**    |
|----------------------------------------------------------|-----------|-------------|------------|-------------|
|                                                          | **Basic** | **Diluted** | **Basic**  | **Diluted** |
| **Numerator:**                                           |           |             |            |             |
| Net income (loss)      before extra-ordinary gain        | ($98,059) | ($98,059)   | $959,891   | $959,891    |
| Extra-ordinary      gain                                 | 0         | 0           | 204,639    | 204,639     |
| Income (loss)      available to common stockholders      | ($98,059) | ($98,059)   | $1,164,530 | $1,164,530  |
|                                                          |           |             |            |             |
| **Denominator:**                                         |           |             |            |             |
| Weighted average      shares outstanding                 | 8,040,568 | 8,040,568   | 7,971,277  | 7,971,277   |
| Effect of dilutive      securities:                      |           |             |            |             |
| Stock options      and warrants                          | ---       | ---         | ---        | ---         |
| Weighted average      shares outstanding                 | 8,040,568 | 8,040,568   | 7,971,277  | 7,971,277   |
|                                                          |           |             |            |             |
| Earnings (loss)      per share before extraordinary item | ($ .01)   | ($ .01)     | $ .13      | $ .13       |
| Extraordinary      gain on settlement                    | 0         | 0           | .02        | .02         |
| Earnings (loss)      per share                           | ($ .01)   | ($ .01)     | $.15       | $.15        |

|                                                                   | **2002**   | **2001**   |
|-------------------------------------------------------------------|------------|------------|
| Net income                                                        | ($98,059)  | $1,164,530 |
| Other comprehensive      income (loss)                            |            |            |
| Net unrealized      gain (loss)      on investments held for sale | (105,337)  | 127,827    |
| Total comprehensive      income                                   | ($203,396) | $1,292,357 |

----

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----

| **June 30, 2002**                  |
|------------------------------------|
|                                    | **Entertainment** | **Amusements** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                            | $3,281,715 | $636,648 | $2,304,816 | 3,603 | $6,226,782 |
| Depreciation      and Amortization | 189,682 | 172,269 | 141,185 | 49,190 | 552,326 |
| Segment profit      (loss)         | 1,250,663 | 117,870 | (153,076) | (1,313,516) | (98,059) |
| Segment Assets                     | 16,930,356 | 503,642 | 3,872,068 | (4,412,000) | 16,894,066 |

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| **June 30, 2001**                  |
|------------------------------------|
|                                    | **Entertainment** | **Amusements** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                            | $3,612,040 | $724,405 | $308,448 | $(6,441) | $4,638,452 |
| Depreciation      and Amortization | 544,241 | 191,490 | 58,149 | 27,409 | 821,289 |
| Segment profit      (loss)         | 1,340,234 | 105,401 | (203,013) | (78,092) | 1,164,530 |
| Segment Assets                     | 14,622,199 | 4,711,841 | 667,697 | (6,561,757) | 13,439,980 |

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

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