**Exhibit 31.4**

 

**CERTIFICATION**

 

I,Young Ham, certify that:

 

1.I have reviewed this annual report on Form 10-K/A (Amendment #2) of LiquidmetalTechnologies, Inc. for the year ended December 31, 2005, as amended;

 

2.Based on my knowledge, this annual report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this annual report;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financialreporting (as defined in Exchange Act Rules 13a-1f(f) and 15d-1f(f)) for theregistrant and we have:

 

a)     Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this annualreport is being prepared;

 

b)    Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)     Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)    Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal year (the registrant’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or is reasonablelikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

a)     All significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)    Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls over financial reporting.

 
| Date:  April 25, 2006 | /s/  Young Ham                                |   |
|-----------------------|-----------------------------------------------|--------|
|                  | Young  Ham                                    |
|                  | Chief  Financial Officer                      |
|                  | (Principal  Financial and Accounting Officer) |

 

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