FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Boston Avenue Capital LLC 		2. Issuer Name and Ticker or Trading Symbol

LITTLEFIELD CORP [ LTFD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

15 EAST 5TH STREET, SUITE 3200 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2012
(Street)

TULSA, OK 74103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/28/2012     S    3008196   D $0.1995   (1) 4496293   D   (2)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The sale price for the 3,008,196 shares of Common Stock is $600,000, payable as follows: (i) $225,000 on or before December 31, 2012; (ii) $182,481.75 plus interest in the amount of $20,625 on or before December 31, 2013; and (iii) $181,929.74 plus interest in the amount of $10,588.50 on or before December 31, 2014.
( 2)  Boston Avenue Capital LLC ("BAC") beneficially owns and has voting and dispositive power over the reported Common Stock. As the managers of BAC, Messrs. Heyman and Adelson may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BAC. Neither Messrs. Heyman nor Adelson hold any shares of Common Stock directly, and each disclaims beneficial ownership of any shares of Common Stock beneficially owned by BAC. As the portfolio manager of BAC, Mr. Gillman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BAC. Mr. Gillman does not own any shares of Common Stock directly, and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BAC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Boston Avenue Capital LLC
15 EAST 5TH STREET, SUITE 3200
TULSA, OK 74103
X

Heyman Stephen J
15 EAST 5TH STREET, SUITE 3200
TULSA, OK 74103
X

Adelson James F
15 EAST 5TH STREET, SUITE 3200
TULSA, OK 74103
X

Gillman Charles M
15 EAST 5TH STREET-SUITE 3200
TULSA, OK 74103 		X X


Signatures
Stephen J. Heyman 1/2/2013
** Signature of Reporting Person Date

James F. Aldeson 1/2/2013
** Signature of Reporting Person Date

Charles M. Gillman 1/2/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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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