UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
                For the quarterly period ended March 31, 2008 or

[_]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

For the transition period from  ________________  to  ________________

Commission file number:   0-24805

                             LITTLEFIELD CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                 74-2723809
           --------                                 ----------
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)              Identification Number)

              2501 N Lamar Blvd
                Austin, Texas                           78705
                -------------                           -----
  (address of principal executive offices)            (zip code)


       Registrant's telephone number, including area code: (512) 476-5141

                                -----------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [_]                       Accelerated filer [_]
Non-accelerated filer   [_]                       Smaller Reporting Company [X]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                    Class                         Outstanding at April 25, 2008
       Common Stock - $0.001 par value                        16,715,190



<PAGE>


                             Littlefield Corporation

                                    FORM 10-Q

                      For the quarter ended March 31, 2008

                                      INDEX

Part I. FINANCIAL INFORMATION

  Item 1  Financial Statements
     a)   Consolidated Balance Sheets as of March 31, 2008 (unaudited)
           and December 31, 2007                                               2
     b)   Consolidated Statements of Operations (unaudited) for the
           Three Months Ended March 31, 2008 and 2007                          3
     c)   Consolidated Statements of Cash Flows (unaudited) for the Three
           Months Ended March 31, 2008 and 2007                                5

     d)   Notes to Consolidated Financial Statements                           7

  Item 2  Management's Discussion and Analysis of Financial Condition
          And Results of Operations                                           16

  Item 3  Quantitative and Qualitative Disclosures about Market Risk          18

  Item 4  Controls and Procedures                                             19

Part II. OTHER INFORMATION
  Item 1  Legal Proceedings                                                   19

  Item 6  Exhibits                                                            19

          Signatures and Certifications                                       20


                                       1
<PAGE>



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                             Littlefield Corporation
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                              <C>               <C>
ASSETS
------
                                                   March 31, 2008 December 31, 2007
                                                ----------------- -----------------
                                                      (unaudited)
Current Assets:
    Cash and cash equivalents                    $     7,719,987   $     1,965,624
    Accounts receivable, net of allowance for
     doubtful accounts of $67,457 and $126,309           614,312           519,845
    Other current assets                                 307,231           549,194
    Note receivable                                        4,853             5,103
                                                ----------------- -----------------
    Total Current Assets                               8,646,383         3,039,766
                                                ----------------- -----------------

Property and Equipment - at cost, net of
 accumulated depreciation and amortization             7,481,811         6,926,559

Other Assets:
    Goodwill                                           5,138,624         4,905,111
    Intangible assets, net                               841,342           699,196
    Other non-current assets                             204,715           217,615
                                                ----------------- -----------------
    Total Other Assets                                 6,184,681         5,821,922
                                                ----------------- -----------------

TOTAL ASSETS                                     $    22,312,875   $    15,788,247
                                                ================= =================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current Liabilities:
    Long term debt, current portion              $       196,779   $       195,517
    Long term debt, legal settlements, current
     portion                                             231,272           231,272
    Trade accounts payable                               384,411           232,339
    Accrued expenses                                     814,036         1,063,053
                                                ----------------- -----------------
    Total Current Liabilities                          1,626,498         1,722,181
                                                ----------------- -----------------

Long-term Liabilities:
    Long term debt, net of current portion             3,395,839         3,442,932
    Long term debt, legal settlements, net of
     current portion                                     308,128           362,964
    Other liabilities, related party                      54,000            48,000
                                                ----------------- -----------------
    Total Long-term Liabilities                        3,757,967         3,853,896
                                                ----------------- -----------------
Total Liabilities                                      5,384,465         5,576,077
                                                ----------------- -----------------

Stockholders' Equity:
    Common stock, $0.001 par value, (authorized
     20,000,000 shares, issued 17,534,707
     shares, outstanding 16,715,190 shares)               17,535            12,344
    Additional paid-in-capital                        30,661,075        23,710,845
    Treasury stock - 819,517 shares, at cost          (1,044,324)       (1,146,638)
    Accumulated deficit                              (12,705,876)      (12,364,381)
                                                ----------------- -----------------
    Total Stockholders' Equity                        16,928,410        10,212,170
                                                ----------------- -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $    22,312,875   $    15,788,247
                                                ================= =================
</TABLE>

                 See notes to consolidated financial statements.


                                       2
<PAGE>


                             Littlefield Corporation
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


<TABLE>
<CAPTION>
<S>                                                   <C>                <C>
                                                       Three Months Ended March 31,

                                                           2008              2007
                                                     ------------------ --------------
REVENUES:
   Entertainment                                      $      2,249,987   $  2,334,101
   Hospitality                                                 854,002      1,143,396
   Other                                                        19,942         11,623
                                                     ------------------ --------------
TOTAL REVENUES                                               3,123,931      3,489,120
                                                     ------------------ --------------

DIRECT COSTS AND EXPENSES:
    Direct salaries and other compensation                     749,147        768,623
    Rent and utilities                                         656,340        617,201
    Other direct operating costs                             1,007,517        801,753
    Depreciation and amortization                              201,372        156,061
    License expense                                             27,484         30,829
                                                     ------------------ --------------
TOTAL COSTS AND EXPENSES                                     2,641,860      2,374,467

                                                     ------------------ --------------
GROSS MARGIN                                                   482,071      1,114,653

GENERAL AND ADMINISTRATIVE EXPENSES:
    Salaries and other compensation                            319,155        273,030
    Legal and accounting fees                                  168,860        110,388
    Depreciation and amortization                               31,981         28,600
    Share-based compensation expense                            14,311         14,311
    Other general and administrative                           201,184        195,238
                                                     ------------------ --------------
    TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                  735,491        621,567


OPERATING INCOME (LOSS)                                       (253,420)       493,086

OTHER INCOME AND EXPENSES:
    Interest and investment income                              12,653         14,942
    Interest expense ($0 and $5,063 respectively to
     related parties)                                          (78,718)      (129,888)
                                                     ------------------ --------------
TOTAL OTHER INCOME AND EXPENSES                                (66,065)      (114,946)

                                                     ------------------ --------------
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES           (319,485)       378,140

PROVISION FOR INCOME TAXES                                      22,010         20,000
                                                     ------------------ --------------

NET INCOME (LOSS)                                             (341,495)       358,140

OTHER COMPREHENSIVE INCOME                                         ---             33
                                                     ------------------ --------------

NET COMPREHENSIVE INCOME (LOSS)                              ($341,495)  $    358,173
                                                     ================== ==============
</TABLE>

                 See notes to consolidated financial statements.


                                       3
<PAGE>


                             Littlefield Corporation
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


                                                  Three Months Ended March 31,

                                                    2008              2007
                                                -------------- ----------------
EARNINGS (LOSS) PER SHARE:
    Basic earnings per share                         ($ 0.029)  $         0.033
                                                ============== ================

    Diluted earnings per share                       ($ 0.029)  $         0.032
                                                ============== ================

Weighted average shares outstanding - basic        11,738,662        10,955,719
                                                ============== ================

Weighted average shares outstanding - diluted      11,738,662        11,178,523
                                                ============== ================

                 See notes to consolidated financial statements.


                                       4
<PAGE>


                             Littlefield Corporation
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


<TABLE>
<CAPTION>
<S>                                                                   <C>             <C>
                                                                        Three Months Ended March 31,
                                                                     --------------------------------

                                                                          2008            2007
                                                                     --------------- ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                  $    (341,495)  $      358,140
   Adjustments to reconcile net income (loss) to net cash (used in)
    provided by operating activities:
   Depreciation and amortization                                            233,353          184,661
   Bad debt allowance                                                       (58,852)             ---
   Stock-based compensation expense                                          14,311           14,311
   Increase (decrease) in cash flows as a result of changes in asset
    and liability account balances:
        Accounts receivable                                                 (35,616)         188,185
        Other assets                                                        255,113          (44,301)
        Trade accounts payable                                              152,072         (155,633)
        Accrued expenses and other current liabilities                     (226,283)        (139,918)
                                                                     --------------- ----------------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                          (7,397)         405,445
                                                                     --------------- ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                      (781,230)        (126,018)
   Purchase of goodwill and intangibles                                    (383,033)              --
                                                                     --------------- ----------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                      (1,164,263)        (126,018)
                                                                     --------------- ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on notes payable, legal settlements and capital leases         (100,667)        (107,425)
   Proceeds from sale of common stock                                     7,000,000          476,560
   Proceeds from options exercised                                           26,690              ---
                                                                     --------------- ----------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                       6,926,023          369,135
                                                                     --------------- ----------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      5,754,363          648,562

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                          1,965,624        2,549,566
                                                                     --------------- ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $   7,719,987   $    3,198,128
                                                                     =============== ================
</TABLE>

                 See notes to consolidated financial statements.


                                       5
<PAGE>



                             Littlefield Corporation
                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


<TABLE>
<CAPTION>
<S>                                                    <C>          <C>
                                                      Three Months Ended March 31,
                                                      -----------------------------

                                                          2008           2007
                                                      ------------ ----------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash payments:

    Interest                                           $    79,233  $       124,819
                                                      ============ ================


    Income taxes                                       $     5,789  $           275
                                                      ============ ================


Non-cash transactions:


    Issuance of treasury stock under deferred
     compensation plan                                         ---              ---
                                                      ============ ================

    Issuance of treasury stock under employee stock
     purchase plan                                     $    16,734              ---
                                                      ============ ================
</TABLE>

                      See notes to consolidated financial statements.


                                       6
<PAGE>



Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008


--------------------------------------------------------------------------------
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  preparation  of  the  consolidated   financial  statements  in
conformity  with  U.S.  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 financial statements have been reclassified to maintain consistency
and comparability for all periods presented.

The  operating  results for the three month  period ended March 31, 2008 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending December 31, 2008.  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-Q  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.

--------------------------------------------------------------------------------
NOTE 2 - PROPERTY AND EQUIPMENT.
--------------------------------------------------------------------------------

Property and  equipment at March 31, 2008 and December 31, 2007  consists of the
following:

<TABLE>
<CAPTION>
<S>                                        <C>                    <C>
                                            March 31, 2008        December 31, 2007
Land                                       $        740,467       $          740,467
Buildings                                         3,395,498                3,404,348
Leasehold improvements                            5,046,362                4,756,267
Rental inventory and bingo equipment              2,022,155                1,989,605
Equipment, furniture and fixtures                 3,023,726                2,604,406
Automobiles                                         516,741                  468,626
                                          ------------------     --------------------
                                                 14,744,949               13,963,719

Less: Accumulated depreciation and
 amortization                                    (7,263,138)              (7,037,160)
                                          ------------------     --------------------

Property and equipment, net                $      7,481,811       $        6,926,559
                                          ==================     ====================
</TABLE>

Total depreciation  expense, for owned and leased assets,  charged to operations
for the three  months ended March 31, 2008 and 2007 was  approximately  $226,000
and $177,300 respectively.


                                       7
<PAGE>


Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008

--------------------------------------------------------------------------------
NOTE 3 - GOODWILL & OTHER INTANGIBLE ASSETS.
--------------------------------------------------------------------------------

Goodwill at March 31, 2008 is as follows:

                                       Gross
                                     Carrying       Accumulated
                                      Amount       Amortization       Total
                                  --------------- --------------- --------------

Goodwill at December 31, 2007      $    6,704,375  $  (1,799,264)  $   4,905,111
Goodwill acquired during period           233,513                        233,513
                                  --------------- --------------- --------------
Goodwill at March 31, 2008         $    6,937,888  $  (1,799,264)  $   5,138,624
                                  =============== =============== ==============
                                   Entertainment    Hospitality            Total
                                  --------------- --------------- --------------
Balance at December 31, 2007       $    4,533,727  $     371,384   $   4,905,111
Goodwill acquired during the year         233,513            ---         233,513
                                  --------------- --------------- --------------
Balance at March 31, 2008          $    4,767,240  $     371,384   $   5,138,624
                                  =============== =============== ==============

Intangible assets at March 31, 2008 consists of the following:

                                            Gross      Accumulated
                                          Carrying     Amortization     Total
                                            Amount
                                         ------------ -------------- -----------
Intangible Assets with Indefinite Lives:
Bingo licenses at December 31, 2007       $   694,719       (51,974)  $  642,745
Licenses acquired during the period           150,054                    150,054
                                         ------------                -----------
Bingo licenses at March 31, 2008          $   844,773       (51,974)  $  792,799

Intangible Assets with Finite Lives:
Covenants not to compete                  $   297,500      (248,957)  $   48,543
                                                                     -----------
Intangible Assets, Net of Accumulated
 Amortization                                                         $  841,342
                                                                     ===========


Amortization  expense charged to operations for the three months ended March 31,
2008 and 2007 was approximately $7,400 and $7,400 respectively.

--------------------------------------------------------------------------------
NOTE 4 - SHAREHOLDERS' EQUITY.
--------------------------------------------------------------------------------

At March 31,  2008 the  Company  holds  819,517  treasury  shares at an  average
purchase cost of $1.27.


                                       8
<PAGE>


Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008

--------------------------------------------------------------------------------
NOTE 5 - SHARE BASED PAYMENTS.
--------------------------------------------------------------------------------

Effective  January 1, 2006,  the Company  adopted  FASB  Statement  of Financial
Accounting  Standards  No.  123R  (Revised  2004),  Share-Based  Payment,  which
requires that the compensation cost relating to share-based payment transactions
be recognized in financial statements based on the provisions of SFAS 123 issued
in 1995. We have adopted this statement using the modified prospective method of
implementation,  whereby the prospective method records the compensation expense
from the implementation date forward, but leaves prior periods unchanged.

The Company recorded  approximately $14,000 in compensation expense in the three
month periods ended March 31, 2008 and March 31, 2007 related to options  issued
under its  stock-based  incentive  compensation  plans.  This  includes  expense
related to both options  issued in the current year and options  issued in prior
years for which the  requisite  service  period for those  options  includes the
current  year.  The  fair  value of  these  options  was  calculated  using  the
Black-Scholes  options pricing model.  There were no options issued in the three
month periods ended March 31, 2008 and 2007.

--------------------------------------------------------------------------------
NOTE 6 - EARNINGS PER SHARE.
--------------------------------------------------------------------------------

A reconciliation of basic to diluted earnings per share is as follows:

<TABLE>
<CAPTION>
<S>                                      <C>            <C>            <C>           <C>
Three months ended March 31,               2008          2008           2007          2007
----------------------------
                                           Basic        Diluted         Basic        Diluted
                                       ------------- -------------- ------------- -------------
Numerator:
----------
    Net income (loss)                   $  (341,495)  $   (341,495)  $    358,140  $    358,140
                                       ============= ============== ============= =============
Denominator:
------------
    Weighted average shares outstanding  11,738,662     11,738,662     10,955,719    10,955,719
    Effect of dilutive securities:
    Stock options and warrants                  ---            ---            ---       222,804
                                       ------------- -------------- ------------- -------------
    Weighted average shares outstanding  11,738,662     11,738,662     10,955,719    11,178,523
                                       ============= ============== ============= =============

Earnings (loss) per share               $    (0.029)  $     (0.029)  $      0.033  $      0.032
                                       ============= ============== ============= =============
</TABLE>


Stock  options to acquire  299,333 and 94,500  shares for the three months ended
March 31,  2008 and 2007,  respectively  were  excluded in the  computations  of
diluted EPS because the effect of including  the stock  options  would have been
anti-dilutive.


                                       9
<PAGE>


Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008

--------------------------------------------------------------------------------
NOTE 7 - ACCOUNTING FOR STOCK BASED COMPENSATION
--------------------------------------------------------------------------------


The Company  applies FASB Statement of Financial  Accounting  Standards No. 123R
(Revised 2004),  Share Based Payment,  using the modified  prospective method of
implementation,  whereby the prospective method records the compensation expense
from the implementation  date forward,  however leaves prior periods recorded in
accordance  with APB Opinion No. 25  Accounting  for Stock  Issued to  Employees
("APB 25") in accounting for its stock  options.  At March 31, 2008, the Company
has implemented  five shareholder  approved stock option plans.  These plans are
intended to comply with  Section 422 of the Internal  Revenue  Code of 1986,  as
amended.  The plans  collectively  provide for the total  issuance of  3,600,000
common shares,  as adjusted for the 20% stock  dividend in 2006,  over ten years
from  the date of each  plan's  approval.  In  addition,  the  plans  allow  for
additional  increases  of 15% of the then  outstanding  shares each year through
2008.

Transactions  under the stock option plans are  summarized  below.  At March 31,
2008, a total of 475,410 options were outstanding under these plans.

                               Employee Stock Plans
                       --------------------------------
                                           Weighted
                           Options         Average
                                        Exercise Price
                       --------------- ----------------
Outstanding at 12/31/07       617,910   $          0.74
Granted                           ---               ---
Exercised                     (52,500)             0.51
Forfeited                     (90,000)             2.00
                       --------------- ----------------
Outstanding at 3/31/08        475,410   $          0.53
                       =============== ================

The fair value of options issued during 2008 was approximately $0.

Aggregate  intrinsic value  represents the value of the Company's  closing stock
price on the last  trading  day of the  period in excess of the  exercise  price
multiplied  by the  number of  options  outstanding  or  exercisable.  The total
intrinsic value of options exercised during 2008 was $35,263. Total unrecognized
stock-based  compensation  expense  related  to  non-vested  stock  options  was
approximately  $42,965 as of March 31,  2008,  related to  approximately  88,500
shares with a per share weighted average fair value of $0.48. We anticipate this
expense to be recognized over a weighted  average period of  approximately  0.75
years.

The following table summarizes  information  about options  outstanding at March
31, 2008 under the Employee Stock Plan adjusted for the 2006 stock dividend:

<TABLE>
<CAPTION>
<S>         <C>                <C>      <C>                   <C>          <C>            <C>
                                   Options Outstanding                 Options Exercisable
                         ------------------------------------------ ---------------------------
                                      Weighted Avg.
                                        Remaining                                 Weighted Avg.
            Range of        Number     Contractual   Weighted Avg.     Number       Exercise
        Exercise Prices  Outstanding       Life      Exercise Price  Exercisable      Price
        ---------------- ------------ -------------- -------------- ------------- -------------
   2008:    $1.26 - 1.87       16,500   8.1 years             $1.32        16,500         $1.32
           $0.00 - $1.25      458,910   6.5 years             $0.50       370,410         $0.50
                              475,410   6.6 years             $0.53       386,910         $0.54
           Aggregate
        intrinsic value      $309,941                                    $250,646
</TABLE>


The weighted average  remaining  contractual  life of options  exercisable as of
March 31, 2008 was 6.5 years.


                                       10
<PAGE>


Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008

--------------------------------------------------------------------------------
NOTE 8 - COMPREHENSIVE INCOME.
--------------------------------------------------------------------------------

The Company has adopted Financial  Accounting Standards Board Statement No. 130,
Reporting Comprehensive Income.  Statement No. 130 establishes new rules for the
reporting and display of comprehensive  income and its components;  however, the
adoption of this Statement has no impact on net income or shareholders'  equity.
Statement  No. 130 requires  unrealized  gains or losses to be included in other
comprehensive income.

The components of comprehensive income for the three months ended March 31, 2008
and 2007 are as follows:

                                  2008           2007
                               -------------  ------------
Net income (loss)               $  (341,495)   $   358,140

Other comprehensive income

       Net Unrealized gain              ---             33
                               -------------  ------------

Total comprehensive income
 (loss)                         $  (341,495)   $   358,173
                               =============  ============

--------------------------------------------------------------------------------
NOTE 9 - INCOME TAXES.
--------------------------------------------------------------------------------

The Company  recorded  approximately  $22,000  and  $20,000 of state  income tax
expense,  respectively,  for the three months ended March 31, 2008 and 2007. The
Company does not expect to incur  material  federal income tax charges until the
depletion  of its  accumulated  federal  income tax loss  carry-forwards,  which
totaled approximately $6,700,000 at December 31, 2007, and begin expiring in the
year 2015.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes - an  interpretation  of FASB Statement No. 109 (FIN
48) on January 1, 2007.  FIN 48 clarifies  the  accounting  for  uncertainty  in
income taxes  recognized in an enterprise's  financial  statements in accordance
with FASB  Statement  No. 109,  Accounting  for Income Taxes,  by  prescribing a
recognition  threshold and  measurement  attribute  for the financial  statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return.  If a tax  position is more  likely  than not to be  sustained  upon
examination,  then an enterprise would be required to recognize in its financial
statements  the  largest  amount of benefit  that is greater  than 50% likely of
being realized upon ultimate  settlement.  As a result of our  implementation of
FIN 48 at the time of adoption and as of December 31, 2007,  the Company did not
recognize  a  liability  for  uncertain  tax  positions.  We do not  expect  our
unrecognized tax benefits to change  significantly  over the next twelve months.
The tax years  2003  through  2007  remain  open to  examination  by the  taxing
jurisdictions in which we file income tax returns.


--------------------------------------------------------------------------------
NOTE 10 - RELATED PARTY TRANSACTIONS.
--------------------------------------------------------------------------------

In 2002, the President was awarded a $300,000  bonus.  In August 2007, the Board
of  Directors  approved  and payment was made to the  President  and CEO for the
accrued  bonus and  accrued  interest  thereon.  The Company  accrued  $5,063 in
interest in 2007 on this liability.

During 2006, the Company renewed the employment agreement with its President and
CEO; in accordance with this agreement, the Company accrued $6,000 and $6,000 of
deferred  compensation  in the  three  months  ended  March  31,  2008 and 2007,
respectively.


                                       11
<PAGE>


Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008

--------------------------------------------------------------------------------
NOTE 11 - COMMITMENTS AND CONTINGENCIES.
--------------------------------------------------------------------------------

Generally speaking,  the Securities and Exchange Commission guidelines require a
company to report any pending legal and/or regulatory  proceedings that involves
a claim for damages in excess of ten percent  (10%) of its current  assets.  The
litigation  and  proceedings  discussed  below  do  not  necessarily  meet  this
threshold, but are included in the interest of full disclosure.  In general, the
Company will  vigorously  defend itself against all claims to the fullest extent
possible.

The Company is  obligated to make  payments  over  approximately  the next three
years in settlement of litigation that was concluded in prior periods.  At March
31, 2008, the carrying value of these  obligations was $539,400.  The Company is
current in all its settlement payment obligations.

Littlefield Corporation f/k/a/ American Bingo and Gaming v. Philip Furtney, Case
No.:  2001 CA 4000,  Circuit  Court of the Twelfth  Judicial  Circuit in and for
Manatee County, Florida.

In  this  case,  Littlefield  initially  sought  recovery  from  Philip  Furtney
["Furtney"]  for fraud,  negligent  misrepresentations,  and breach of guaranty.
This litigation  arises from the 1995 acquisition of three Florida bingo centers
by a predecessor,  American Bingo & Gaming  Corporation,  from two  corporations
controlled  by  Furtney - Pondella  Hall for Hire,  Inc.,  and  800438  Ontario.
Several months after the acquisition of the three centers,  the Florida Attorney
General  obtained an indictment  for alleged  racketeering  against two American
Bingo  subsidiaries  that  operated  two of the  centers  and  brought  a  civil
proceeding  against the same two  subsidiaries and American Bingo based upon the
same  allegations.  The  indictment and civil  litigation  were the result of an
investigation  that had been ongoing for over one year prior to the  acquisition
of the centers.  Furtney was aware of the  investigation and its serious nature,
but did  not  disclose  the  investigation  to  American  Bingo.  In  fact,  the
agreements  related to the sale  specifically and falsely stated that there were
not  any  ongoing  governmental  investigations.   American  Bingo  settled  the
litigation  brought by the Florida Attorney General and sold its Florida centers
as a condition of the settlement. The resolution of this long pending matter was
substantially  delayed when Furtney,  a citizen of Canada and part time resident
of Mexico would not permit his United States  attorney to accept  service of the
Complaint.  Littlefield was successful in finally serving Furtney when he was in
the United States in 2005 to attend related litigation.

Furtney passed away in September 2007, several months before the scheduled trial
date. In the event a defendant  dies following the  commencement  of litigation,
the Florida Rules of Civil  Procedure  provides that a plaintiff may  substitute
the  defendant's  estate as the  defendant  and  continue to pursue the claim to
judgment.  Furtney's  estate  has now  been  substituted  as the  defendant  and
Littlefield  intends to vigorously  pursue the claim for all damages  related to
the purchase of the Florida  centers from Furtney's  estate,  including all sums
paid in the acquisition,  all costs incurred by American Bingo in the litigation
with the state of Florida,  and  judgments  Littlefield  was  required to pay to
Pondella and 800438  Ontario as a result of related  litigation.  The Company is
awaiting a trial date.


South  Carolina  Department  of Revenue  v.  Littlefield  Corporation,  Midlands
Promotions,  Inc., Low Country Promotions,  Inc., and Gamecock Promotions, Inc.,
05- ALJ-17-0413-CC

The  South  Carolina  Department  of  Revenue  issued  an  administrative  bingo
violation against the above referenced  parties alleging that the Company has an
unlawful number of bingo promoter  licenses.  The Department of Revenue seeks to
revoke  all  bingo  promoter  licenses  held  by the  Company's  South  Carolina
subsidiaries and seeks a $5,000 penalty.  The Department of Revenue has moved to
pierce the  corporate  veil of the  Company to thereby  attribute  the  promoter
licenses to the Company.  The  Department of Revenue's  theory is that the three
South Carolina subsidiaries are invalid corporations and that as a matter of law
the Company is the holder of the 12 promoter  licenses at issue.  South Carolina
law  provides  that a promoter may only have 5 licenses.  The Company  moved for
summary judgment and it was denied. However,  certain originally named charities
were  dismissed  from the  lawsuit.  The case has been stayed  until  co-counsel
returns from active  military duty,  which is expected to occur around August of
2008. The Company is vigorously  defending itself and asserts that it is not the
holder of the promoter licenses but rather that its lawfully formed subsidiaries
are  separate  corporations  that each  holds a lawful  number  of the  promoter
licenses.


                                       12
<PAGE>


Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008

--------------------------------------------------------------------------------
NOTE 11 - COMMITMENTS AND CONTINGENCIES.
--------------------------------------------------------------------------------

Texas Lottery Commission Notice of Opportunity to Show Compliance.

Texas  Charities,  Inc., a  subsidiary  of the Company and licensed by the Texas
Lottery  Commission  ("Commission") as a commercial lessor pursuant to the Bingo
Enabling Act,  received a Notice of  Opportunity to Show  Compliance  ("Notice")
from the  Commission's  Charitable  Bingo Division  ("Division")  dated July 27,
2007. The Notice indicated that the Division intended to initiate administrative
disciplinary action against Texas Charities, Inc. because it believed that Texas
Charities,  Inc. violated the Act by improperly extending credit. On January 16,
2008,  the Division  amended the Notice to indicate the Division also had reason
to believe that Texas Charities, Inc., violated the act by including a provision
in its commercial lease agreement that required the lessee to sell certain bingo
equipment to third parties under certain  circumstances.  Texas Charities,  Inc.
disputed the  Division's  interpretation  of the Act and, on March 27, 2008, the
Division sent two separate letters (one to Texas  Charities,  Inc. in connection
with the "extension of credit issue" and one to Ambler Bingo, Inc. in connection
with the "bingo  equipment"  issue)  indicating  that no further  administrative
action would be taken.

Cause No.  24140-B;  Hamby  Volunteer  Fire  Department,  Trustee  of the Ambler
Charities Unit Trust v. Littlefield Corporation, d/b/a Ambler Bingo, Inc.; 104th
Judicial District Court of Taylor County, Texas.

Plaintiff  filed suit  against  the  Company  alleging  breach of  contract  and
violation of the Bingo Enabling Act ("Act"). The Company filed an answer denying
all  of  the  Plaintiff's   claims.   Plaintiff's  and  the  Company  reached  a
confidential  settlement  agreement.  However,  the Plaintiffs failed to perform
under the terms and conditions of the settlement agreement and the Company filed
a complaint with the American Arbitration  Association to enforce the settlement
agreement.  This matter has been fully resolved. The lawsuit and the arbitration
have both been dismissed.

Cause No. 8285-D;  West Texas Bingo,  Inc v. Rodger Hiatt, in the 350th Judicial
District Court of Taylor County, Texas.

The Company filed suit against the Defendant  alleging the Defendant  interfered
with the Company's bingo operations  and/or business  operations at Super Bingo,
which is located in Abilene, Texas. The Defendant asserted counterclaims against
the Company  alleging that the Company's  claims were harassing and  constituted
intentional  infliction  of emotional  distress.  The lawsuit is ongoing and the
parties  are  currently  engaged in  discovery.  The matter has not been set for
trial, nor have the parties scheduled a pre-trial mediation.

Cause No.24,  182-B; West Texas Bingo, Inc. v. Janie Wall, in the 104th Judicial
District Court of Taylor County, Texas.

The Company filed suit against the Defendant  alleging the Defendant  interfered
with the Company's bingo operations  and/or business  operations at Super Bingo,
which is located in Abilene, Texas. The Defendant asserted counterclaims against
the Company  alleging that the Company's  claims were harassing and  constituted
intentional  infliction  of emotional  distress.  The lawsuit is ongoing and the
parties  are  currently  engaged in  discovery.  The matter has not been set for
trial, nor have the parties scheduled a pre-trial mediation.

--------------------------------------------------------------------------------
NOTE 12 - SEGMENTS.
--------------------------------------------------------------------------------

The Company's  Chief Operating  Decision Maker ("CODM"),  the President and CEO,
evaluates  performance  and  allocates  resources  based on a measure of segment
profit  or loss from  operations.  The  accounting  policies  of the  reportable
segments  are  the  same  as  those  described  in the  summary  of  significant
accounting  policies except that  depreciation and amortization are allocated to
each  segment from  functional  department  totals based on certain  assumptions
which include, among other things,  revenues.  Also, the Company's CODM does not
view  segment  results  below  gross  profit  (loss),  therefore,   general  and
administrative  expenses,  net interest income,  other income, and the provision
for income taxes are not broken out by segment below.


                                       13
<PAGE>


Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008

The entertainment segment encompasses charitable bingo hall operations in Texas,
Alabama,  South Carolina and Florida.  The hospitality  segment  includes income
from party and tent rentals,  catering  services and event planning fees.  These
segments  were  identified  based on the  different  nature of the  services and
legislative  monitoring  and,  in  general,  the  type of  customers  for  those
services.

A summary of the  segment  financial  information  reported  to the CODM for the
three months ended March 31, 2008 and 2007 is as follows:

<TABLE>
<CAPTION>
<S>                          <C>           <C>           <C>            <C>
March 31, 2008
--------------
                            Entertainment  Hospitality    Adjustment    Consolidated
                            ------------- ------------- -------------- --------------
Revenue                      $  2,250,000  $   854,000   $     20,000   $  3,124,000
Depreciation and
 Amortization                     132,000       69,000         32,000        233,000
Segment profit (loss)             692,000     (230,000)      (803,000)      (341,000)
Segment Assets                 29,137,000    1,187,000     (8,011,000)    22,313,000

March 31, 2007
--------------
                            Entertainment   Hospitality     Adjustment   Consolidated
                            ------------- ------------- -------------- --------------
Revenue                      $  2,334,000  $ 1,143,000   $     12,000   $  3,489,000
Depreciation and
 Amortization                      98,000       58,000         29,000        185,000
Segment profit (loss)           1,244,000     (141,000)      (745,000)       358,000
Segment Assets                 25,793,000    1,360,000    (10,653,000)    16,500,000
</TABLE>

The Adjustments generally represent other corporate expenses and revenue,  other
income,  depreciation and amortization  related to corporate  assets,  corporate
gains and  losses on  disposition  of  assets,  inter-company  eliminations  and
corporate  capital  expenditures to reconcile  segment  balances to consolidated
balances.

A summary of items included in the "Adjustment" follows:

                                       2008          2007
                                   ------------- -------------
Gross profit - other revenue         $   20,000   $    12,000
General and administrative expense     (735,000)     (622,000)
Other income and expenses               (66,000)     (115,000)
Provision for income taxes              (22,000)      (20,000)
                                   ------------- -------------
Total "Adjustment"                   $ (803,000)  $  (745,000)
                                   ============= =============


--------------------------------------------------------------------------------
NOTE 13 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.
--------------------------------------------------------------------------------


Recent Issued Accounting Pronouncements

 In July 2006, the Financial  Accounting  Standards  Board ("FASB")  issued FASB
Interpretation  ("FIN") 48,  Accounting  for  Uncertainty  in Income  Taxes - an
interpretation of Statement of Financial Accounting Standards ("SFAS") 109. This
interpretation   clarifies  the  accounting  for  uncertainty  in  income  taxes
recognized in an entity's  financial  statements  in  accordance  with SFAS 109,
Accounting  for  Income  Taxes  . It  prescribes  a  recognition  threshold  and
measurement  attribute for financial statement disclosure of tax positions taken
or expected to be taken on a tax return.  This  interpretation was effective for
fiscal years  beginning after December 15, 2006. We adopted FIN 48 on January 1,
2007, as required.  The adoption of FIN 48 did not have a significant  impact on
our financial position or results of operations.


                                       14
<PAGE>


Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2008


In September  2006,  the FASB issued SFAS 157,  Fair Value  Measurements  . This
standard defines fair value, establishes a framework for measuring fair value in
accounting  principles  generally accepted in the United States of America,  and
expands disclosure about fair value  measurements.  This  pronouncement  applies
under other accounting standards that require or permit fair value measurements.
Accordingly,  this  statement  does not require any new fair value  measurement.
This statement is effective for fiscal years  beginning after November 15, 2007,
and interim periods within those fiscal years. We adopted SFAS 157 on January 1,
2008, as required. The adoption of SFAS 157 did not have a significant impact on
our financial position or results of operations.

In February  2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment of FASB Statement 115.
This  standard  permits  an entity to measure  many  financial  instruments  and
certain    other    assets    and    liabilities    at   fair    value   on   an
instrument-by-instrument  basis.  This  statement is effective  for fiscal years
beginning  after  November 15, 2007.  We adopted SFAS 159 on January 1, 2008, as
required.  The  adoption  of SFAS 159 did not have a  significant  impact on our
financial position or results of operations.

In  December  2007,  the  FASB  issued  SFAS  141(R),  Business  Combinations--a
replacement  of  FASB  Statement  No.  141,  which  significantly   changes  the
principles and  requirements  for how the acquirer of a business  recognizes and
measures in its financial  statements  the  identifiable  assets  acquired,  the
liabilities  assumed,  and any  noncontrolling  interest  in the  acquiree.  The
statement  also  provides  guidance for  recognizing  and measuring the goodwill
acquired in the business combination and determines what information to disclose
to enable users of the financial statements to evaluate the nature and financial
effects of the business combination.  This statement is effective prospectively,
except for certain  retrospective  adjustments  to deferred  tax  balances,  for
fiscal years beginning after December 15, 2008. We are currently  evaluating the
requirements  of SFAS  141(R)  and have not yet  determined  the  impact  on our
consolidated financial statements.


--------------------------------------------------------------------------------
NOTE 14 - SUBSEQUENT EVENTS.
--------------------------------------------------------------------------------


On April 15, 2008, the Company sold its Word of Mouth custom  catering  business
unit reflecting the Company's  focus on its charitable  bingo business in Texas,
South Carolina,  Alabama and Florida. A final determination of the expected gain
on sale will be determined  within ninety days of the closing in accordance with
the terms of the asset purchase agreement. Assets purchased, excluding goodwill,
were  approximately   $125,000  consisting  mainly  of  catering  equipment  and
inventory.


                                       15
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations

First  quarter 2008 results were  impacted by the effects of a broad  program of
renovations,  re-openings  and start-ups of new halls  affecting eight locations
within the Company's portfolio of 32 bingo centers including Pensacola, Florida;
San  Angelo,  Abilene,  Odessa and  Corpus  Christi,  Texas.  The  Company  also
announced plans to open additional  halls in McAllen and El Paso, Texas later in
the year.  The San  Angelo  bingo  hall is open and  operating  while the Corpus
Christi bingo hall will open in early May.

The Q1 2008  earnings  include the effect of  approximately  $573,000 of notable
items: $416,000 from the effects of renovations and openings at several halls in
Texas,  and  $143,000 of legal  expenses  and $14,000 for non cash  expenses for
compensation  expense  related to stock options.  The legal expenses were mainly
from our expansion  plans and operations in South  Carolina,  Texas legal items,
our  completed  Florida  acquisition  and our  litigation  with Furtney  seeking
recovery of prior settlements and other damages.

The Q1 2007 earnings  include  approximately  $97,000 of notable items:  $83,000
from legal expenses related to South Carolina,  Texas and our attempts to expand
into  Arkansas,  and  $14,000 for non cash  expenses  for  compensation  expense
related to stock options.

Revenues
--------

The following  table sets forth the Company's  revenues by segment for the three
months ended March 31, 2008 and 2007:

                          2008          2007        Change      % Change
                     -------------- ------------ ------------- ------------
Total Revenues         $  3,124,000  $ 3,489,000  $  (365,000)        (10%)
Entertainment             2,250,000    2,334,000      (84,000)         (4%)
   Texas                  1,260,000    1,379,000     (119,000)         (9%)
   South Carolina           510,000      499,000       11,000           2%
   Alabama / Florida        480,000      456,000       24,000           5%
Hospitality                 854,000    1,143,000     (289,000)        (25%)
Other                  $     20,000  $    12,000  $     8,000          NM

During the first three months of 2008, total revenues for the Company  decreased
10% from 2007 with both Entertainment and Hospitality  segments  contributing to
the decline in revenue.  Entertainment revenue decreased 4% with Texas being the
most  significant  contributor  mainly  as  a  result  of  the  effect  of  hall
renovations and re-openings.  Absent the effects of the strategic investments to
strengthen  its  long-term  position  in  certain  markets  by  renovating  then
reopening and merging certain halls in Texas, the underlying  performance of the
Entertainment  portfolio  continued  an upward  trend  with  revenue  increasing
approximately  three percent.  The  Entertainment  segment  accounted for 72% of
total  revenues  compared  with  67%  of  total  revenues  in  2007.  By  state,
Entertainment  revenues for Texas,  South Carolina and Alabama were 56%, 23% and
21% of total Entertainment  revenue respectively compared to 59%, 21% and 20% in
2007.  Hospitality  revenue  decreased 25% from the prior year reflecting  lower
event  activity.  Hospitality  accounted  for 27% of  total  revenues  in  2008,
compared  to 33% of  total  revenues  in  2007.  Other  revenue  includes  other
ancillary services and miscellaneous revenue not reported as segment revenue.

Costs and Expenses
------------------

Cost of services increased 11% over the comparable three-month prior year period
mainly as a result of the costs associated with renovations, re-openings and the
opening of new bingo centers. This, in conjunction with lower revenues, resulted
in a decline of gross  profit  percent  (gross  profit as a percent of sales) to
15.4% from 31.9% in 2007. The table below summarizes gross profit by segment for
the three months ended March 31, 2008 and 2007:

                            2008           2007     Change     % Change
                     ------------ -------------- ------------ -------------
Total Gross Profit    $  482,000   $  1,115,000   $ (633,000)         (57%)
Entertainment            692,000      1,244,000     (552,000)         (44%)
Hospitality             (230,000)      (141,000)     (89,000)          NM
Other                 $   20,000   $     12,000   $   (8,000)          NM

The decrease in gross profit was mainly attributed to the effects of renovations
and openings at several halls in Texas ($416,000),  higher Texas  administrative
expenses added to manage the new bingo centers and renovation activity and lower
hospitality revenue.

Direct  salaries  and other  compensation  were 3% below the  prior  year.  This
reduction  represented  reduced  staffing  costs in the  Hospitality  segment in
response to lower Hospitality revenues and were partially offset by additions in
Texas to manage the new hall and renovation activity.


                                       16
<PAGE>


Rent and  utilities  in 2008 were up  approximately  6% over 2007 which  largely
reflected the addition of our new hall in Florida.  In 2008 and 2007, we did not
recognize lease costs on a straight-line basis as provided in SFAS 13, paragraph
15 and FTB 85-3. Instead,  lease costs were recognized based on payments made or
accrued  during each month.  If the Company had  recognized  lease  expense on a
straight-line  basis  in 2008  and  2007,  total  lease  costs  would  not  have
materially  changed the Company's  financial  results.  In general,  the Company
enters into long term leases  underlying its  operations.  At the same time, the
Company  generally  enters into agreements  which are renewed  annually with its
customers.  This  permits  the  Company to adjust  its  customer  agreements  in
response to general price  increases  and limits the effect of lease  escalation
clauses. Generally, the Company's leases require payments of rent and a pro-rata
share of real estate maintenance, taxes and insurance.

Other direct operating costs in 2008 were up 26% over the prior year, mainly due
to costs such as  advertizing,  promotions and  development  expenses of the new
halls and  re-opening  after  major  renovations.  The  provision  for  doubtful
accounts  was reduced as a result of the payment of a  settlement  reached  with
certain customers. License expense was down approximately $3,000.

Depreciation and amortization expense totaled  approximately  $233,000 ($201,000
Cost of Services plus $32,000 G&A) in 2008 versus $185,000 in the prior year.

General and administrative expenses, excluding related depreciation expense, the
noted legal fees and stock-based  compensation totaled approximately $547,000 in
2008, compared to approximately  $496,000 in 2007, an increase of about $51,000.
The increase  mainly related to planned staff,  compensation  and travel related
increases.

Other  income and  expense  was an expense of  approximately  $66,000  for 2008,
compared to  approximately  $114,000 in 2007. The  difference  mainly stems from
lower interest  expense from the  refinancing of legal  settlements  and certain
notes payable during 2007.

Our income tax expense for 2008 was approximately $22,000 compared to $20,000 in
2007,  all of which is  related  to the  expected  effective  tax rate for state
income  taxes.  As of December 31, 2007,  the Company had a net  operating  loss
available for carryover on its federal income taxes of approximately $6,700,000.

Net Income
----------

During  the first  three  months of 2008,  we  realized  a net loss of  341,000;
$(0.03) per basic share and $(0.03) per fully diluted share.  Net income for the
first  three  months of 2007 was  $358,000;  $0.03 per basic share and $0.03 per
fully diluted  share.  The weighted  average number of basic Common Stock shares
outstanding  totaled  11,738,662 in 2008  compared to  10,955,719  in 2007.  The
increase in shares outstanding mainly represents the sale of 5,190,568 shares of
common stock on March 27, 2008.

Adjusted  for the noted items above,  the  adjusted net income  during the first
three months of 2008 was  $231,000  and basic  earnings per share were $0.02 per
share in 2008 versus an adjusted net income of $455,000  and basic  earnings per
share of $0.04 last year.


Liquidity and Capital Resources
-------------------------------

Cash and cash equivalents at March 31, 2008,  totaled  approximately  $7,720,000
and represented 35% of total assets of approximately $22,313,000. Current assets
totaled  approximately  $8,646,000.   Current  liabilities  totaled  $1,626,000.
Working  capital was  approximately  $7,020,000 with a current ratio of 5.3 to 1
compared to approximately 1.8 to 1 in December 2007.

Cash used by  operating  activities  for the three  months  ended March 31, 2008
totaled  approximately $7,000 compared to cash provided of $405,000 during 2007.
Cash flows from  operating  activities  in 2008 were  decreased by a net loss of
approximately   $341,000  and  provided  by  non-cash  depreciation  expense  of
approximately $233,000, stock based compensation of approximately $14,000 and by
other net changes in asset and liability accounts of $87,000.

Net cash used in  investing  activities  totaled  approximately  $1,164,000  for
capital expenditures mainly for bingo hall renovations,  leasehold improvements,
the  acquisition  of the Florida hall and additional  licenses  during the three
months  ended  March 31,  2008.  This  compared  to net cash  used in  investing
activities of approximately $126,000 in 2007 for the purchase of capital assets.

Cash provided by financing activities in 2008 totaled approximately  $6,926,000,
compared to net cash provided by financing  activities in 2007 of  approximately
$369,000.  During the first three months of 2008,  approximately  $7,000,000  of
cash  proceeds were  obtained  through the sale of common  stock,  approximately
$27,000 was provided by exercised  options and $101,000 was used for the payment
of notes  payable  and  legal  settlement  obligations.  In 2007,  approximately
$476,000 of financing  was  obtained  from the sale of common stock and $107,000
was used for the payment of notes payable and legal settlements.


                                       17
<PAGE>


At March 31, 2008, we had  approximately  $22,313,000 in total assets with total
liabilities  of  approximately  $5,385,000  and  approximately   $16,928,000  of
shareholders'  equity.  Total assets include  approximately  $7,720,000 in cash,
$614,000  of  net  accounts  receivable,   other  current  assets  of  $312,000,
$7,482,000 of net property and equipment,  $5,980,000 of intangible  assets, and
$205,000  of other  assets.  Total  liabilities  primarily  consist of  accounts
payable of approximately $384,000 and notes payable obligations of approximately
$3,594,000,   legal   settlement   obligations   of  $539,000  and  accrued  and
related-party liabilities of $868,000.

In 2008, we plan to continue to use our cash generated  from  operations to make
leasehold improvements and renovations in our bingo operations.  We also plan to
use  advantageous  combinations of bank financing,  seller  financing,  treasury
stock,  and cash on new bingo  hall  acquisitions  when  favorable  terms can be
obtained.

Financial Risk Management

Off-Balance Sheet Arrangements. We have no off-balance sheet debt.

Market Risk. In the normal course of business, we employ established  procedures
to manage our exposure to changes in the market value of our investments.  There
were no significant  investments  in marketable  securities at March 31, 2008 or
2007.

Recently Issued Accounting Pronouncements

 In July 2006, the Financial  Accounting  Standards  Board ("FASB")  issued FASB
Interpretation  ("FIN") 48,  Accounting  for  Uncertainty  in Income  Taxes - an
interpretation of Statement of Financial Accounting Standards ("SFAS") 109. This
interpretation   clarifies  the  accounting  for  uncertainty  in  income  taxes
recognized in an entity's  financial  statements  in  accordance  with SFAS 109,
Accounting  for  Income  Taxes  . It  prescribes  a  recognition  threshold  and
measurement  attribute for financial statement disclosure of tax positions taken
or expected to be taken on a tax return.  This  interpretation was effective for
fiscal years  beginning after December 15, 2006. We adopted FIN 48 on January 1,
2007, as required.  The adoption of FIN 48 did not have a significant  impact on
our financial position or results of operations.

In September  2006,  the FASB issued SFAS 157,  Fair Value  Measurements  . This
standard defines fair value, establishes a framework for measuring fair value in
accounting  principles  generally accepted in the United States of America,  and
expands disclosure about fair value  measurements.  This  pronouncement  applies
under other accounting standards that require or permit fair value measurements.
Accordingly,  this  statement  does not require any new fair value  measurement.
This statement is effective for fiscal years  beginning after November 15, 2007,
and interim periods within those fiscal years. We adopted SFAS 157 on January 1,
2008, as required. The adoption of SFAS 157 did not have a significant impact on
our financial position or results of operations.

In February  2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment of FASB Statement 115.
This  standard  permits  an entity to measure  many  financial  instruments  and
certain    other    assets    and    liabilities    at   fair    value   on   an
instrument-by-instrument  basis.  This  statement is effective  for fiscal years
beginning  after  November 15, 2007.  We adopted SFAS 159 on January 1, 2008, as
required.  The  adoption  of SFAS 159 did not have a  significant  impact on our
financial position or results of operations.

In  December  2007,  the  FASB  issued  SFAS  141(R),  Business  Combinations--a
replacement  of  FASB  Statement  No.  141,  which  significantly   changes  the
principles and  requirements  for how the acquirer of a business  recognizes and
measures in its financial  statements  the  identifiable  assets  acquired,  the
liabilities  assumed,  and any  noncontrolling  interest  in the  acquiree.  The
statement  also  provides  guidance for  recognizing  and measuring the goodwill
acquired in the business combination and determines what information to disclose
to enable users of the financial statements to evaluate the nature and financial
effects of the business combination.  This statement is effective prospectively,
except for certain  retrospective  adjustments  to deferred  tax  balances,  for
fiscal years beginning after December 15, 2008. We are currently  evaluating the
requirements  of SFAS  141(R)  and have not yet  determined  the  impact  on our
consolidated financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Response  to this item is  included  in "Item 2 -  Management's  Discussion  and
Analysis of Financial Conditions and Results of Operations - Market Risk" above.


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<PAGE>


Item 4.  Controls and Procedures

Evaluation of Disclosure  Controls

The  Company's  management  evaluated,  with  the  participation  of  the  Chief
Executive  Officer  and  Chief  Financial  Officer,  the  effectiveness  of  the
Company's disclosure controls and procedures as of the end of the period covered
by this  report.  Disclosure  controls  and  procedures  are  designed  with the
objective  of ensuring  that (i)  information  required to be  disclosed  in the
Company's  reports filed under the Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms and (ii) the information is accumulated  and  communicated
to management, including the principal executive officer and principal financial
officer,   as  appropriate  to  allow  timely   decisions   regarding   required
disclosures.

Based  upon their  evaluation,  our  management  including  the Chief  Executive
Officer and Chief Financial Officer have concluded that our disclosure  controls
and  procedures  (as  defined  in  Rule  13a-15(e)  or 15 d -  15(e)  under  the
Securities  Exchange Act) are effective,  as of the end of the period covered by
this report on Form 10-Q, to ensure that information required to be disclosed by
us in the reports  that we file or submit under the  Securities  Exchange Act of
1934 is recorded,  processed,  summarized  and reported  within the time periods
specified in the SEC rules and forms.

There have been no changes in our  internal  control  over  financial  reporting
during the quarter ended March 31, 2008,  that have  materially  affected or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

Limitations on the Effectiveness of Controls

Our  management,  including our CEO and CFO, does not expect that our disclosure
controls or our internal  controls  over  financial  reporting  will prevent all
error  and all  fraud.  A  control  system,  no matter  how well  conceived  and
operated,  can provide only  reasonable,  but not absolute,  assurance  that the
objectives of a control system are met.  Further,  any control  system  reflects
limitations  on  resources,  and  the  benefits  of a  control  system  must  be
considered  relative to its costs.  Because of the inherent  limitations  in all
control systems,  no evaluation of controls can provide absolute  assurance that
all  control  issues  and  instances  of  fraud,  if  any,  within   Littlefield
Corporation have been detected. These inherent limitations include the realities
that judgments in  decision-making  can be faulty and that  breakdowns can occur
because of simple error or mistake.  Additionally,  controls can be circumvented
by the individual acts of some persons,  by collusion of two or more people,  or
by management  override of a control. A design of a control system is also based
upon certain assumptions about potential future conditions;  over time, controls
may  become  inadequate  because  of  changes  in  conditions,  or the degree of
compliance  with the  policies or  procedures  may  deteriorate.  Because of the
inherent  limitations in a cost-effective  control system,  misstatements due to
error or fraud may occur and may not be detected.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

For a  discussion  of material  pending  legal  proceedings,  see Note 11 to the
unaudited  Consolidated  Financial  Statements included in Part I hereof,  which
Note 11 is incorporated herein by reference.


Item 6.  Exhibits


Exhibit  Description

  3.1    Certificate of Incorporation of the Company dated September 8, 1994, as
         amended  October 17, 1994, and further amended July 31, 1997 and August
         13, 1998, and September 22, 1999  (incorporated by reference to Exhibit
         3.1 of the  Quarterly  Report on Form  10-QSB  filed by the  Company on
         November 15, 1999, for the quarter ended September 30, 1999).

  3.2    Amended and Restated Bylaws of the Company  (incorporated  by reference
         to Exhibit  3.2 of the  Quarterly  Report on Form  10-QSB  filed by the
         Company on November  15,  1999,  for the quarter  ended  September  30,
         1999).

 10.1*   2002 Stock  Option Plan  (incorporated  by  reference to Exhibit of the
         Definitive  Proxy  Statement  Schedule 14A, filed with the SEC on March
         22, 2002).


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<PAGE>


 10.2*   2002 Employee Stock Purchase Plan (incorporated by reference to Exhibit
         of the Definitive  Proxy Statement  Schedule 14A, filed with the SEC on
         March 22, 2002).

  31.1   Rule 31a-14(a) / 15d-14(a) Certifications

  32.1   Section 1350 Certifications

   * Denotes a management contract or compensatory plan or arrangement.




                                     SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                     Littlefield Corporation

                                     May 14, 2008

                                     By:

                                     /s/ JEFFREY L MINCH
                                     -------------------
                                     Jeffrey L. Minch
                                     President and Chief Executive Officer


                                     /s/  RICHARD S. CHILINSKI
                                     -------------------------
                                     Richard S. Chilinski
                                     Chief Financial Officer


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