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):

~~August~~September 287, 2012

Littlefield Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-24805	74-2723809
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2501 North Lamar Boulevard

Austin, Texas 78705

(Address of principal executive office)

Issuer's telephone number: (512) 476-5141

Section 15 – ~~Registrant’s~~Corporate ~~Business~~Governance and ~~Operations~~Management

Item 15.02 – ~~Termination~~Departure of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Principal Officers

~~On August 28, 2012, a group of shareholders of~~ Littlefield Corporation filed a Schedule 13D with the Securities and Exchange Commission announcing that they had formed a group known as Concerned Littlefield Shareholders (“CLS”), which, after stock purchases within the past 60 days, beneficially owned or exercised control of approximately 50.53% of the outstanding common stock of Littlefield. In its Schedule 13D filing, CLS announced that, ~~“The~~on ~~purpose~~September ~~of CLS is to cause a special meeting of the shareholders to be held and~~7, ~~at the meeting~~ 2012, ~~cause the following actions to be taken: (i) removal of Carlton R. Williams,~~ Michael L. Wilfley, and ~~Jeffrey~~Carlton LR. ~~Minch~~Williams asresigned ~~directors~~from ~~without~~its ~~cause~~board ~~pursuant~~of directors. Prior to ~~Article~~their ~~III Section 4~~resignations, ofMr. ~~the~~Wilfley ~~By-laws~~served ofon the Company;’s ~~(ii)~~audit ~~the~~committee, ~~setting~~and ofMr. ~~the~~Williams ~~number~~served ofon ~~directors of~~ the ~~Company~~nominating ~~at three;~~ and ~~(iii)~~compensation ~~the election of James Recks as a director of the Company~~committees.”

~~Jeffrey~~On L.September ~~Minch~~10, 2012, the ~~President~~directors ~~and CEO~~ of ~~Littlefield,~~the ~~had~~Company anelected ~~employment~~James ~~agreement~~D. ~~with~~Recks to the Company’s ~~which~~board ~~provided~~of ~~for~~directors ~~automatic~~to ~~termination~~fill ofa ~~the~~vacancy ~~employment~~on ~~agreement~~the ~~upon~~board, ~~among~~pursuant ~~other~~to ~~things~~Article III, ~~“there~~Section is5 anof ~~acquisition~~the ofCompany’s ~~more~~Bylaws. Following ~~than~~Mr. ~~50%~~Recks’ ofelection, the ~~voting~~board ~~stock~~approved bythe areduction ~~single~~of ~~stockholder~~the ornumber ~~multiple~~of ~~shareholders~~directors ~~acting~~on inthe ~~concert.” Accordingly,~~Company’s ~~the~~board ~~employment~~of ~~agreement~~directors ~~between~~from ~~Littlefield~~six ~~and~~to four. Also after Mr. ~~Minch~~Recks’ ~~terminated~~election, on ~~the~~September ~~date~~10, ~~that~~2012, ~~Littlefield~~Alfred ~~was~~T. ~~advised~~Stanley ofresigned from the ~~formation~~board of adirectors. Prior ~~group~~to ~~which~~his ~~acquired~~resignation, ~~more~~Mr. ~~than~~Stanley ~~50%~~served ofon the ~~voting~~Company’s ~~stock~~nominating byand ~~CLS~~compensation committees.

~~Section~~Following 9the –September ~~Financial~~10 ~~Statements~~actions, the Company has three currently serving members of the board of directors: James D. Recks, Charles M. Gillman and ~~Exhibits~~Jeffrey L. Minch.

~~Item~~In 9addition, on September 10, 2012, James D.01 –Recks ~~Financial~~was ~~Statements~~elected president and ~~Exhibits~~chief executive officer of the Company by the board.

~~(d) Exhibits~~For the last five years, Mr. Recks, age 43, has served as a board member and the Senior Vice President of AMC Financial Holdings, Inc., a Texas based financial holding company, as well as the president and CEO of several affiliated companies. In these capacities he has had the responsibility of managing a broad spectrum of responsibilities including directing operations, strategic focus, asset acquisitions and divestitures, management staffing, strategic planning, and budgeting. He has an accounting degree from the University of Texas at Arlington and an MBA from Southern Methodist University. He serves on the boards of a variety of civic and other organizations.

~~Exhibit 10~~Mr.1 ~~Employment~~Recks ~~Agreement~~is ~~between~~a member of a “group” within the meaning of Rule 13d-5 and/or Section 13(d)(3) of the Securities Exchange Act of 1934, known as the Concerned Littlefield ~~Corporation~~Shareholders (“CLS”). The members of CLS, including Mr. Recks, filed a Schedule 13D with the Securities and ~~Jeffrey~~Exchange LCommission dated August 28, 2012, announcing the formation of the CLS group. In ~~Minch~~the Schedule 13D, ~~incorporated~~CLS bycalled ~~reference~~a shareholders’ meeting to ~~Exhibit~~remove 10Mr.4 Wilfley, Mr. Williams and Mr. Minch as members of the board of directors and to elect Mr. Recks as a director of the Company’s. CLS ~~Form~~and ~~10-K~~its membership, activities and objectives, are more fully described in its Schedule 13D filed with the Commission on ~~March~~August 2728, 2012.

Mr. Recks has not entered into any material plan, contract or arrangement (including any compensatory arrangement) in connection with his election to as a member of the board of directors and as president and chief executive officer, other than by his participation in the CLS group. Prior to his election to the board and as an officer, he was not affiliated with the Company.

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.

Dated:	September 414, 2012	Littlefield Corporation
		By:	~~/s/~~ Richard S. Chilinski
			Name:	Richard S. Chilinski
			Title:	Executive Vice President and Chief Financial Officer

Filing Compare · LITTLEFIELD CORP