|OMB APPROVAL                                                                                        
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UNITED STATES

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 quarterly period ended March 31, 2005



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            001-06412



LITTLE SQUAW GOLD MINING COMPANY



Alaska                                                                              91-0742812

(State of other jurisdiction of incorporation                           (I.R.S. Employer Identification No.)

or organization)





3412 S. Lincoln Drive

Spokane, WA                                                                                    99203-1650

(Address of principal executive offices)                                                     (Zip Code)



(509) 624-5831

(Issuer's telephone number, including area code)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 at least the past 90 days.

Yes X   No_______

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 15,414,117 shares of Common Stock as of April 30, 2005

Transitional Small Business Disclosure Format (check one); Yes ____     No  X





SEC 2334 (10-04)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the  form displays a currently valid OMB control number.





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TABLE OF CONTENTS





Page



PART I  FINANCIAL INFORMATION



Item 1:  Financial Statements



Balance Sheets, March 31, 2005 and December 31, 2004

1



Statements of Operations for the three month period ended March 31, 2005 and 2004 and

from the date of inception on March 26, 1959 through March 31, 2005

2



Statements of Cash Flows for the three months ended March 31, 2005 and 2004 and from the

date of inception on March 26, 1959 through March 31, 2005

3



Notes to Financial Statements

4



Item 2:  Managements Discussion and Analysis of Financial Condition or Plan of Operation

7



Item 3:  Controls and Procedures

8





PART II  OTHER INFORMATION



Item 1:  Legal Proceedings

8



Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds

8



Item 3:  Default Upon Senior Securities

8



Item 4:  Submission of Matters To A Vote

8



Item 5:  Other Information

8



Item 6:  Exhibits and Reports on Form 8-K

9



Signatures

10



Certifications

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Little Squaw Gold Mining Company

Notes to Financial Statements (Unaudited)



1.

BASIS OF PRESENTATION:



The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-QSB.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of the Companys management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included.  Operating results for the three-month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005.  Certain financial statement amounts for the three-month period ended March 31, 2004 have been reclassified to conform to the 2005 presentation.  These reclassifications had no effect on the net loss or accumulated deficit as previously reported.



For further information refer to the financial statements and footnotes thereto in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2004.



2.

2003 SHARE INCENTIVE PLAN:



During the first quarter of 2005, the Company did not issue any stock options.  The Companys 2003 Share Incentive Plan (the Plan) permits the granting of nonqualified stock options, incentive stock options and shares of common stock to employees, directors and consultants.









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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION



Little Squaw Gold Mining Company is engaged in the business of identifying, acquiring and exploring gold properties throughout the Americas, starting with its Chandalar property in Alaska.  The Companys strategic objective is to create value at Chandalar and other properties by conducting cost-efficient and effective exploration to discover and delineate economically viable gold deposits.  The Company intends to systematically build a pipeline of drill-ready gold projects, and to become a recognized leader in the gold exploration business. It expects to fund these objectives using its own equity capital and also by property joint venture earn-in deals with senior mining companies.



The Company is planning a substantial field program at Chandalar this coming summer field season.  The program is contingent on the Company obtaining adequate financing, and it would include surface geological work and a drilling campaign.  Its focus will be on exploring the lateral and depth extensions of high-grade mesothermal gold-quartz veins. Numerous geochemical soil sample anomalies believed to reflect new, hidden gold veins will also be the target of more extensive evaluation. The property is about 90% covered with soil, scree and landslide debris, necessitating the seasonal exploration program to rely heavily on remote sensing techniques such as geochemical soil sampling and various types of ground geophysical surveys. The estimated cost for the 2005 exploration program 2005 is $1.4 million.  Detailed information regarding the Companys plans for the exploration program may be found in the Companys 2004 10-KSB report.



The Chandalar property is located in the Alaskan arctic approximately 190 miles north of Fairbanks and about 50 miles northeast of Coldfoot.  In the summer of 2004, Little Squaw Gold conducted a limited geological and surface sampling program on the Chandalar property that identified six new gold-bearing veins as well as eight drill-ready targets.  The total number of known high-grade gold-bearing veins and vein swarms on the property is now more than 30.  Results of the 2004 program are described in the Companys 10-KSB report that was recently filed with the SEC, and a detailed technical report of the field work by an independent registered geologist is available on the Companys website at www.littlesquawgold.com.



As disclosed in an 8-K report that the Company filed with the SEC on March 1, 2005 the Company has entered into a placement agent agreement with Strata Partners LLC, a Washington limited liability company, for Strata Partners to use its best efforts to sell 9,166,666 units of the Companys securities to accredited investors in a private placement.  The units will consist of one share of common stock of the Company and one warrant entitling the holder to acquire one additional share of common stock over a three year period.  The offering price for the unit is US $0.30.  Proceeds from the sale of the securities will be used to fund the Companys 2005 exploration program at Chandalar, acquire additional gold exploration properties and for general corporate purposes.  There can be no guarantee that the Company will be successful in its efforts to complete the offering.



The Agent will receive cash compensation in an amount equal to five percent of the gross proceeds and warrants to purchase additional restricted shares of common stock equal to five percent of the total number of common shares sold by the Company in the offering. The remaining terms, representations, conditions, and covenants contained in the Placement Agent Agreement are similar to those typically found in agreements for the private placement of securities.  The securities will be restricted according to SEC Rule 144 and will only be sold by the agent to accredited investors.  There is no material relationship between the Company and the Agent other than as set forth in the Placement Agent Agreement.





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The Company previously retained John H. Resing as a consultant to among other things introduce the Company to broker-dealers and assist the Company with negotiating terms for private placement financing.  Mr. Resing introduced the Company to Strata Partners, LLC.  Mr. Resing will receive cash compensation in an amount equal to five percent of the gross proceeds and warrants to purchase additional restricted shares of common stock equal to five percent of the total number of common shares sold by the Company in the offering described above.



Financial Condition and Liquidity



On March 31, 2005 the Company had total liabilities of $207,047, and total assets of $408,880.  This compares to total liabilities of $87,792 and total assets of about $367,560 on December 31, 2004.  As of the date of this report, the Companys liabilities are limited to $100,000 for convertible notes due to a director and other shareholder, $50,000 for environmental clean up, $9,941 in outstanding accounts payable and $47,106 accounts payable  to officers and directors for services (related parties).  The Company is currently attempting to raise money to finance a summer field program at its Chandalar property and other corporate activities.  There can be no assurance that the Company will be successful in its efforts to raise such financing or be able to continue in existence for the upcoming twelve months.



ITEM 3. CONTROLS AND PROCEDURES



An evaluation was performed by the Company's president and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. And on that evaluation, the Company's president and principal financial officer concluded that disclosure controls and procedures were effective as of March 31, 2005, in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion.

There has been no change in our internal controls over financial reporting during the quarter ended March 31, 2005 that has materially affect or is reasonable likely to materially affect, our internal controls over financial reporting.



PART II  OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



None



ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None



ITEM 3.  DEFAULT UPON SENIOR SECURITIES



None



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



ITEM 5.  OTHER INFORMATION



None





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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



Exhibit 10.8



Placement Agent Agreement, dated March 1, 2005, between Little Squaw Gold Mining Company and Strata Partners, LLC



Exhibit 31.1



Certification of Richard R. Walters, President and Chief Executive Officer pursuant to 18 U.S.C. 1350.



Exhibit 31.2



Certification of Becky Corigliano, Chief Financial Officer pursuant to 18 U.S.C. 1350.



Exhibit 32.1



Certification of Richard R. Walters, President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



Exhibit 32.2



Certification of Becky Corigliano, Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.





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SIGNATURES



In accordance with Section 12 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.



Date:  May 13, 2005





LITTLE SQUAW GOLD MINING COMPANY



By

/s/  Richard R. Walters



Richard R. Walters, President and

Chief Executive Officer









In accordance with Section 12 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.





Date:  May 13, 2005



LITTLE SQUAW GOLD MINING COMPANY



By    /s/ Becky Corigliano



Becky Corigliano, Chief Financial Officer



















































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