SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Forza Capital Management, L.L.C.

(Last)

(First)

(Middle)

2754 NW CROSSING DRIVE

SUITE 205

(Street)

BEND

97701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LITTLE SQUAW GOLD MINING CO [ LITS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/26/2006		P4	500⁽¹⁾	A	$1.35	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	07/27/2006		P4	19,500⁽¹⁾	A	$1.35	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	07/28/2006		P4	2,700⁽¹⁾	A	$1.31	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	07/31/2006		P4	5,000⁽¹⁾	A	$1.3	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/01/2006		P4	12,500⁽¹⁾	A	$1.33	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/02/2006		P4	5,500⁽¹⁾	A	$1.35	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/03/2006		P4	9,300⁽¹⁾	A	$1.24	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/04/2006		P4	1,500⁽¹⁾	A	$1.29	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/07/2006		P4	1,000⁽¹⁾	A	$1.29	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/08/2006		P4	100⁽¹⁾	A	$1.29	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/09/2006		P4	9,500⁽¹⁾	A	$1.34	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/10/2006		P4	4,000⁽¹⁾	A	$1.35	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/11/2006		P4	300⁽¹⁾	A	$1.37	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/14/2006		P4	2,800⁽¹⁾	A	$1.36	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/15/2006		P4	3,000⁽¹⁾	A	$1.42	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/16/2006		P4	7,600⁽¹⁾	A	$1.59	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/17/2006		P4	6,000⁽¹⁾	A	$1.66	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/18/2006		P4	15,100⁽¹⁾	A	$1.65	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/21/2006		P4	20,000⁽¹⁾	A	$1.69	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/22/2006		P4	19,000⁽¹⁾	A	$1.62	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/23/2006		P4	10,900⁽¹⁾	A	$1.62	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/24/2006		P4	10,300⁽¹⁾	A	$1.61	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/25/2006		P4	7,000⁽¹⁾	A	$1.64	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/28/2006		P4	40,900⁽¹⁾	A	$1.48	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/29/2006		P4	7,000⁽¹⁾	A	$1.58	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/30/2006		P4	5,000⁽¹⁾	A	$1.56	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	08/31/2006		P4	6,000⁽¹⁾	A	$1.6	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	09/01/2006		P4	3,000⁽¹⁾	A	$1.66	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	09/05/2006		P4	17,900⁽¹⁾	A	$1.68	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Common Stock	09/06/2006		P4	9,000⁽¹⁾	A	$1.66	4,815,510⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Forza Capital Management, L.L.C.

(Last)

(First)

(Middle)

2754 NW CROSSING DRIVE

SUITE 205

(Street)

BEND

97701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Forza Partners, L.P.

(Last)

(First)

(Middle)

2754 NW CROSSING DRIVE

SUITE 205

(Street)

BEND

97701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Atkinson David

(Last)

(First)

(Middle)

2754 NW CROSSING DRIVE

SUITE 205

(Street)

BEND

97701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Frazier James

(Last)

(First)

(Middle)

2754 NW CROSSING DRIVE

SUITE 205

(Street)

BEND

97701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The filing of this Form 5 shall not be construed as an admission that Forza Capital Management, L.L.C. ("Forza Capital"), Forza Partners, L.P. ("Forza Partners"), David Atkinson, or James Frazier (together with Forza Capital, Forza Partners and Mr. Atkinson, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of shares of common stock of Little Squaw Gold Mining Company (the "Issuer") ("Common Stock") held by the Forza Partners. Pursuant to Rule 16a-1, Forza Capital, Forza Partners, David Atkinson and James Frazier disclaim such beneficial ownership.

2. Forza Capital holds shares of Common Stock and Class B Warrants indirectly through the accounts of Forza Partners, of which Forza Capital is the general partner. Forza Capital receives an allocation of net profits and an asset-based fee from, and owns a partnership interest in, Forza Partners. Messrs. Atkinson and James report the shares of Common Stock held indirectly by Forza Capital because, as the managing members of Forza Capital at the time of purchase, they controlled the disposition and voting of the securities.

3. Forza Partners holds 4,815,510 shares of Common Stock. All restricted Common Stock held by Forza Partners, which were previously reported on the Reporting Persons Form 3 with respect to the Issuer filed with the Securities and Exchange Commission (the "SEC") on January 3, 2007 and which are reported on this Form 5, have become effective as of August 24, 2006 pursuant to the Issuer's Form SB-2 filed on August 24, 2006 with the SEC.

Remarks:

This Form 5 is being filed in conjunction with multiple Form 5s being filed by the Reporting Persons on January 3, 2007 with respect to securities of the Issuer. The Reporting Persons are using multiple Form 5s because the EDGAR filing system accepts a maximum of thirty transactions per Form 5, and the Reporting Persons are reporting more than thirty transactions.

	/s/ David Atkinson, member, Forza Capital Management, L.L.C.	01/03/2007
	/s/ David Atkinson, member, Forza Capital Management, L.L.C., general partner of Forza Partners, L.P.	01/03/2007
	/s/ David Atkinson	01/03/2007
	/s/ James Frazier	01/03/2007
	** 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).
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