-------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2007 Littlefield Corporation (Exact name of registrant as specified in its charter) Delaware 0-24805 74-2723809 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 2501 North Lamar Boulevard Austin, Texas 78705 (Address of principal executive office) Issuer's telephone number: (512) 476-5141 Section 3 - Securities and Trading Markets Item 3.02 Unregistered Sales of Equity Securities On February 27, 2007, Littlefield Corporation agreed to sell 400,000 shares of its restricted common stock to an affiliate of Value Fund Advisors, LLC, of Tulsa, Oklahoma, for $1.19 per share, which represents a fifteen percent (15%) premium over the company's average closing price on the OTC Bulletin Board for the last five trading days. The investor has also agreed to purchase an additional 100,000 shares of Littlefield's common stock in open market purchases over the next three months. The sale was made in a privately negotiated transaction in reliance on the exemption from federal securities laws contained in Section 4(2) of the Securities Act of 1933. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LITTLEFIELD CORPORATION Date: March 2, 2007 /s/ Jeffrey L. Minch ------------------------------------------- Jeffrey L. Minch, President and Chief Executive Officer