**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

 

**FORM10-K/A**

 

**AmendmentNo.1**

 
| ý                                          | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|-------------------------------------------------|------------|------------------------------------------------------------------------------------------------|
|                                            |       |                                                                                           |
| **For the fiscal year ended December 31, 2005** |
|                                            |       |                                                                                           |
| **o**                                           | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF 1934** |

 

**For the transition period from**                    **to**

 

**Commission File No**.**000-31332**

 

----

 

**LIQUIDMETAL TECHNOLOGIES, INC.**(Exact name of Registrant as specified in itscharter)

 

| **Delaware**                                                     | ** ** | **33-0264467**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or  organization) | * *   | (I.R.S. Employer  Identification No.) |

 

**25800 Commercentre Drive, Suite 100Lake Forest, California 92630**(address of principal executiveoffice, zip code)

 

Registrant’stelephone number, including area code: **(949) 206-8000**

 

**Securities registered pursuant to Section 12(b) of theAct:**None

 

**Securities registered pursuant to Section 12(g) of theAct:**

 
|   | **Title of each Class**      |   |
|--------|------------------------------|--------|
|   | Common Stock, .001 par value |   |

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act. Yes  o    No  ý

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act. Yes  o    No  ý

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for at least the past 90 days.  Yes  ý    No  o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K   o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of theAct).

 
| Large  accelerated filer o |   | Accelerated  filer ý |   | Non-accelerated  filer o |
|---------------------------------|--------|--------------------------------|--------|-------------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes  o    No  ý

 

Theaggregate market value of the registrant’s Common Stock held by non-affiliatesof the registrant as of June 30, 2005 was approximately $49,763,593. Forpurposes of this calculation only, (i) shares of Common Stock are deemedto have a market value of $1.93 per share, the closing price of the CommonStock as reported on the Nasdaq National Market on June 30, 2005, and(ii) each of the executive officers, directors and persons holding morethan 10% of the outstanding Common Stock as of June 30, 2005 is deemed tobe an affiliate.

 

 

----

 

**LIQUIDMETAL TECHNOLOGIES, INC.**

**Amendment No. 1 to the Annual Report of Form 10-K**

**For the Fiscal Year ended December 31, 2005**

 

**EXPLANATORY NOTE**

 

We are filing this AmendmentNo. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31,2005, as filed with the U.S. Securities and Exchange Commission (SEC) on March16, 2006 to (1) make certain changes to the disclosure in Item 9A and therelated “Attestation report of the registered public accounting firm” and (2)amend the “Report of Independent Registered Public Accounting firm” for fiscalyear ending December 31, 2004 to include the sentence, “These financialstatements and schedule are the responsibility of management.”

 

Otherthan the changes referred to above, all other information included in the abovedescribed Form 10-K, as amended, remains unchanged.  This amendment doesnot reflect events occurring after the filing of such Form 10-K, as amended,and does not modify or update the disclosures therein in any way other than asrequired to reflect the amendment as described above and set forth below.

 

2

----

 

**Item 9A. Controls andProcedures**

 

Evaluation ofdisclosure controls and procedures. During the course of the re-audit of our financial statements ofLiquidmetal Technologies, Inc. (the “Company”) for the fiscal years endedDecember 31, 2001, 2002, and 2003, it was determined that revenues from certainsales made by the Company to various customers were either notrecognized in the proper periods or should not have been recognized as revenue.It ****was also determinedthat compensation expense related to certain stock options granted in 2001 and2002 were not calculated in accordance with generally accepted accountingprinciples under APB Opinion No. 25, SFAS No. 123, and EITF 00-23.** **These determinations and the associated restatement of previouslyissued financial statements in the Form 10-K for the year ended December 31,2003, filed on November 10, 2004, suggest that, at the time of the subjecttransactions and the preparation of our financial statements for the relevantperiods, the Company’s disclosure controls and procedures (as definedin Rule 13a-15 under the Securities Exchange Act of 1934) were ineffectiveas of the end of the period covered by such Form 10-K.

 

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”),the SEC has adopted rules requiring public companies to include a report ofmanagement on the company’s internal controls over financial reporting in theirannual reports on Form 10-K as of the Company’s fiscal year-ended December 31,2004. SOX 404 also requires the public accounting firm auditing a publiccompany’s financial statements to attest and report on management’s assessmentof the effectiveness of the company’s internal controls over financialreporting. Although these requirements were first applicable to the Company’sannual report on Form 10-K for the fiscal year ended December 31, 2004, theCompany did not comply with these requirements for such fiscal year asdescribed in the following paragraphs. ****Therefore,****the Company’s former independent registered publicaccounting firm, Stonefield Josephson, Inc., issued a disclaimer of opinionwith respect to the Company’s internal control over financial reporting as ofDecember 31, 2004, and such disclaimer was filed with the Company’s amendedForm 10-K filed on May 10, 2005.

 

The Company carried out an evaluation underthe supervision and with the participation of the Company’s management,including the Company’s Chief Executive Officer and Chief Financial Officer, ofthe effectiveness, as of December 31, 2005, of the design and operation of theCompany’s disclosure controls and procedures pursuant to Rule 13a-15 under theSecurities Exchange Act of 1934, as amended. Based on that evaluation, theChief Executive Officer and Chief Financial Officer have concluded that thesedisclosure controls and procedures, as of December 31, 2005, were not effective.This determination was based primarily on the material weaknesses in internalcontrols over financial reporting identified below.

 

****Updateon Management’s Assessment of Internal Control Over Financial Reporting********.The time********and resources committed tothe restatement of prior periods’ financial statements as aforementioneddelayed management in commencing and completing its documentation, assessmentand evaluation of internal control over financial reporting. Due to the issuesdescribed in the foregoing paragraph, as well as limitation on financial andinternal resources, management’s assessment of the effectiveness of ourinternal control over financial reporting had been substantially delayed, whichin turn prohibited the Company’s former independent registered publicaccounting firm, Stonefield Josephson, Inc., in performing its audit ofmanagement’s assessment of the effectiveness of internal control over financialreporting pursuant to SOX 404 as of December 31, 2004.****

 

****TheCompany has been advised by the SEC that the filing of the above mentioneddisclaimer does not comply with the SEC’s rules and regulations under Section404, and the SEC has further advised us that this noncompliance has resulted inthe Company being in violation of Section 13(a) under the Securities ExchangeAct of 1934 Section 13(a) establishes the general requirement that publiccompanies must file with the SEC, in accordance with such rules and regulationsas the SEC may prescribe, such information, documents, and reports as the SECmay from time to time require for the protection of investors, including Form10-Ks and 10-Qs.****

 

****During2005, the Company has taken steps to comply with Section 404, including hiringindependent consulting firms, Assurance Consulting 3 in January 2005 and LoginFinancial in July 2005, to assist the Company with its Section 404 complianceand to identify and propose remedial actions to address and mitigatedeficiencies in internal controls over financial reporting. In addition,beginning July 2005 the Company has devoted additional internal resourcesincluding having an executive manager lead the SOX 404 compliance effort on afull time basis. Also, beginning August 2005, management allocated a consultantfrom Login Financial to our South Korean operations and re-evaluated ourcontrols as well as implemented additional control procedures. The Company’s evaluationincluded revising our documentation, re-performing walkthroughs and re-testingour internal controls. In addition, on November 14, 2005 management hired anadditional “Big 4” third party consultant who is experienced in the SOX 404effort for companies operating in South Korea to address and mitigate materialdeficiencies during the fourth quarter of 2005 and into 2006. Even though theCompany devoted these resources, considering the********nature of the Company’s operations having substantial presence in South Koreain addition to the Company’s US operations in Texas and California as well asthe amount of time, financial resources, complexity associated with Section 404compliance, limited financial resources of the Company and management’s latestart in identifying and documenting it’s internal controls, the Company’sauditors advised the Company and the Audit Committee of the Board of Directorsthat they believed it was highly unlikely that the Company’s management wouldbe able to finish its testing and assessment of the Company’s internal controlsin time for Stonefield to begin its testing of management’s assertions overinternal controls by the end of fiscal year 2005 in accordance with thestandards of Section 404.****

 

3

----

 

****In theongoing process of making our assessment of internal control over financialreporting, management used the criteria established in “Internal Control -Integrated Framework” issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO). Of the various control procedures that we havedocumented, performed walkthroughs, and tested as of December 31, 2005,management has identified several control deficiencies, some of which have beendetermined to be material weaknesses in internal control over financialreporting as follows.****

 

****1.********              ********Lack of adequate segregation of dutiesin the Company’s South Korean Operations in accounts receivable involving cashreceipts, shipping, delivery of products and customer invoice reconciliations:****

 

****This deficiency resulted from the fact that the processesutilized at the Company’s  KoreanOperations were designed to meet certain Korean business practices wherebyinvoices are created once a month, the invoices are confirmed by the customerprior to being sent to and received by the customer, and payments of invoicesare done only through wire transfers. As part of these Korean businesspractices,, “tax invoices” are generated by sellers of goods and are issued tocustomers as formal documents required by the Korean government to immediatelydocument and report sales for income tax purposes.****

 

****Previously, these processes were handled by the accountingand sales departments in the Korean Operations, and to mitigate the risk offraud or error, the Company relied on the fact that all invoices were confirmedwith the customer prior to recognizing revenue, all cash receipts were receivedvia wire transfer, and revenue accounts were reconciled by accounting on amonthly basis. Nevertheless, the Company’s former auditor has informed theCompany that these processes lacked certain formal documentation andsegregation of duties. To remediate these weaknesses, the Company implementedthe following changes in its Korean Operations during November 2005****

 

****•********                 ********Segregationof Duties: The tax invoices are now being created by a sales accountant, anindividual who has dual duties in both Accounting and Sales in the KoreanOperations, whereas previously, tax invoices were created by the AssistantSales Manager responsible for delivery of the products to the customer. Thissegregation of the tax invoicing function from product deliveries is anadditional control procedure to mitigate the risk of fraud or error.****

 

****•********                 ********SequentialDocuments:  The Company has created aninternal, sequential invoice system tracked directly by the Company’s SAPsystem which summarizes the tax invoice created by the accounting department,delivery requisitions created by the production department, and the salestransaction report created by the sales department. This three-way matchingsystem is an additional control to ensure that revenues are properly documentedand reconciled at the end of each month.****

 

****•********                 ********AdditionalResources:  In November 2005, the Companybegan devoting additional internal resources to the Korean accountingdepartment to segregate duties further. This included having (1) the salesaccountant create all tax invoices as mentioned under “Segregation of Duties”above, (2) the Assistant Sales Manager reconcile the delivery requisitionsmaintained in the Production Department, and (3) the Accounting Departmentcontrol vendor creation in the purchasing module of our SAP reporting system. Inaddition, the Company is currently conducting a search for an accountant forthe Korean operations to further augment control procedures.****

 

****2.********              ********Lack of adequate segregation of dutiesin the Company’s Coatings Division in Texas in order processing and invoicing:****

 

****The Company’s coatings business in Texas (the “CoatingsBusiness”) is managed by two individuals, the Vice President of Coatings andthe General Accountant. The accountant handles all of the “front end”processes, including purchase orders, sales orders, order fulfillment, andinvoicing. To mitigate the risk of fraud or error, the Company previouslyrelied on the fact that the “back end” processes for all orders (such as cashreceipts, vendor management, customer management, collections, and review ofthe results of operations) are all handled by the Company’s corporate office. Inaddition, the Company also relied on the fact that all sales orders, inventorymanagement, and order fulfillment are handled through the Company’s SAP system,which provides real-time monitoring and review.****

 

****Despite these measures, the Company’s former auditorconcluded that the lack of segregation of duties in the Coatings Businessconstituted a material weakness in the Company’s internal controls overfinancial reporting. As a result, in September 2005, the Company institutedadditional internal control procedures in its Coatings Business, including thefollowing: (1) requiring that all orders be supported by a written purchaseorder containing the customer’s letterhead and address, the part number anddescription, and the signature of the purchaser with terms and conditions, (2)requiring that all 3rd party vendor “drop shipments” be supported by shippingdocuments faxed or mailed to the Company by the vendor, (3) periodicallyperforming on-site audits of the accounting procedures at the Coating Businessby the Company’s central corporate accounting group, the first of which hasbeen performed in December 2005 and (4) hiring an additional Accounting Managerin December 2005 in the Corporate Accounting Group to further monitor theCoatings Business and other accounting functions.****

 

4

----

 

****3.********              ********Lack of adequate controls anddocumentation in the Company’s South Korean Operations to evidence propercustomer invoicing and revenue recognition in the proper period:****

 

****The measures taken to remedy the deficiency described innumber 1 above also served to remediate this deficiency.****

 

****4.********              ********Lack of progress in documenting,assessing and evaluating our internal controls in our South Korean Operationsevidenced by aforementioned deficiencies of which remediations will need to becompleted as of December 31, 2005:****

 

****The Company’s overall assessment of its internal controls,including documentation, walkthroughs, and testwork, commenced in February of2005. Management believes that the Company’s assessment of its controls in itsU.S. operations has been substantially completed in December 2005, although dueto limited financial resources, the Company was unable to begin its assessmentof its Korean Operations until mid-to late 2005. The Company identified and,beginning in August of 2005, retained a bi-lingual consultant from LoginFinancial to work in the Company’s Korean Operations on a full time basis tohelp with the SOX 404 compliance effort. In addition, to expedite theimplementation process, the Company hired, in November 2005, an consultant fromPrice Waterhouse Coopers-Korea who is familiar with SOX 404 implementation forKorean companies. Nevertheless, the Company’s former auditor informed theCompany that they believed that progress at the Korean Operations on the SOX404 process has not been sufficient to enable the Company to complete theprocess in time for compliance. Although the disclosure in this paragraph maynot be characterized as a material weakness in internal controls per se (butinstead constitutes an update on the Company’s efforts regarding SOX 404compliance), the Company has disclosed this information based on former auditor’srecommendation.****

 

****5.********              ********Lack of controls over internal access tothe Company’s SAP system of reporting by unauthorized users.****

 

****SAP is the Company’s global enterprise resource planning(ERP) software that handles the Company’s financial reporting on a real-timebasis. Historically, access to SAP was controlled on an ad hoc basis by theController and the Vice President of Operations of the Company, and formal ITprocedures for SAP administration were lacking. During September 2005, theCompany hired an independent IT consultant specializing in SOX implementationsspecifically for the Company’s global IT cycle. The Company has substantiallycompleted its assessment of IT system controls, including improving the Company’sinternal access controls to its SAP system.****

 

****6.********              ********Manual performance of numerousprocedures that could be automated using current reporting systems.****

 

****Current manual procedures include (1) creating excelspreadsheet invoices to bill customers; (2) performing manual currencytranslations (“FX Translation”) for financial reporting in U.S. dollars; and(3) using a manual purchase requisition system. While these procedures may beautomated through modules in the SAP system, due to the significant financialinvestment necessary to automate these procedures in SAP, the Company is notable to automate these procedures at this time. However, beginning in August 2005,the Company implemented control procedures to mitigate risks associated withmanual procedures including (1) requiring additional authorizations fro allpurchases, journal entries, and requisitions and (2) creating checklists formonth end, customer/vendor creation, human resource filing, and revenue supportto ensure propriety and completeness of the Company’s accounting records.****

 

****On January 16, 2006, the Company’s management concluded itsdocumentation, assessment and evaluation of its internal controls overfinancial reporting as of December 31, 2005. During the course of itsassessment, management has identified the control deficiencies described in theforegoing paragraphs and believes that these deficiencies were remediated as ofDecember 31, 2005. However, our independent auditors, Stonefield JosephsonInc., resigned on December 1, 2005, and on January 20, 2006, the Company hiredChoi, Kim & Park LLP (“CKP”) as its new independent registered publicaccounting firm. While the Company has advised CKP of the foregoing weaknessesin internal controls, due to the untimeliness of the foregoing events, CKP wasunable to satisfactorily complete their audit of the Company’s internal controlover financial reporting pursuant to SOX 404, and thus, have issued adisclaimer of an opinion on the company’s internal control over financialreporting as of December 31, 2005. The Company’s management will continue tomonitor potential changes in the legal and regulatory requirements of SOX 404,particularly the requirements for small public companies.****

 

****Ingeneral, the SEC has broad authority under the Securities Exchange Act of 1934to institute investigations, to seek injunctions, to seek monetary penalties,and to otherwise pursue enforcement actions for violations of Section 13(a),including a failure to file a Form 10-K or for the omission of necessarystatements in a Form 10-K. Therefore, a violation under Section 404 couldpotentially subject a company to these same investigations and penalties.Section 404 is a relatively new legal requirement, and there is very littleprecedent establishing the consequences or appropriate response to a publiccompany’s failure to comply with Section 404. Accordingly, although the Companyhas discussed its Section 404 noncompliance for 2004 and 2005 with the SEC, theCompany cannot predict what action, if any, the SEC may take against theCompany as a result of a failure to be compliant with its obligations underSection 404.****

 

5

----

 

****Changes ininternal controls********. The Companyhas made significant changes to the internal controls over financial reportingduring 2005. These material changes are described in paragraph 2, 5, and 6above under the caption “Update on Management’s Assessment of Internal ControlOver Financial Reporting.”  In addition,the company has previously disclosed as a material weakness a lack of adequatecontrols and monitoring of payroll process, as such function was outsourced toa third-party payroll processor that was not certified under SAS 70 (Type II). InAugust 2005, the Company remediated this weakness by retaining the services ofADP for payroll processing. ADP is certified under SAS 70 (Type II).********.****

 

6

----

 

****REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM****

 

Tothe Board of Directors and Shareholders of Liquidmetal Technologies, Inc.

 

Wewere engaged to audit management’s assessment included in the accompanyingManagement’s Report on Internal Control Over Financial Reporting, thatLiquidmetal Technologies, Inc. (the “Company”) maintained effectiveinternal control over financial reporting as of December 31, 2005, basedon criteria established in Internal Control - Integrated Framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission (COSO). Liquidmetal Technologies, Inc.’s management is responsible formaintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting.

 

Amaterial weakness is a significant deficiency, or combination of significantdeficiencies, that results in more than a remote likelihood that a materialmisstatement of the annual or interim financial statements will not beprevented or detected.  Management has not completed its assessment ofinternal control over financial reporting, which has prevented us from beingable to satisfactorily complete an audit of the Company’s internal control overfinancial reporting.   However, management has identified thefollowing material weaknesses during their assessment:  lack of adequatesegregation of duties in accounts receivable involving cash receipts, shipping,delivery of products, and invoice reconciliations, as well as in order processingand invoicing; lack of documentation of authorization of transactions; manualperformance of numerous procedures that could be automated using currentreporting systems; material adjustments to the accounting records and financialstatements as of and for the year ended December 31, 2005 that were notinitially identified by the Company’s internal control over financialreporting; and the Company had inadequate controls related to timelyperformance of its assessment of internal control over financial reporting.  The existence of one or more material weaknesses as ofDecember 31, 2005 would preclude a conclusion that the Company’s internalcontrol over financial reporting was effective as of that date.  Thesematerial weaknesses were considered in determining the nature, timing andextent of audit tests applied in our audit of the 2005 consolidated financialstatements, and our disclaimer of opinion regarding the effectiveness of theCompany’s internal control over financial reporting does not affect our opinionon those consolidated financial statements.

 

Acompany’s internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assetsof the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.

 

Becauseof its inherent limitations, internal control over financial reporting may notprevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

Managementhas represented to us that they have completed their assessment of theirinternal control over financial reporting as of December 31, 2005, and we haveperformed a preliminary review of their assessment.  However, due to thetiming of our engagement, we were unable to satisfactorily complete an audit oftheir internal control over financial reporting, and we were unable to applyother procedures to satisfy ourselves as to the effectiveness of the Company’sinternal control over financial reporting.  Therefore, the scope of ourwork was not sufficient to enable us to express, and we do not express, anopinion either on management’s assessment or on the effectiveness of thecompany’s internal control over financial reporting.

 

Wehave also audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the consolidated financialstatements of Liquidmetal Technologies, Inc. and our report datedFebruary 23, 2006 expressed an unqualified opinion including anexplanatory paragraph on the Company’s ability to continue as a going concern.

 

 

****Choi, Kim & Park, LLP****

 

7

----

 

**REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM**

** **

To the Board of Directors andShareholders of Liquidmetal Technologies, Inc.

 

We have audited the accompanyingconsolidated balance sheet of Liquidmetal Technologies, Inc. and subsidiaries(the “Company”) as of December 31, 2004 , and the related consolidatedstatements of operations and comprehensive loss, shareholders’ equity(deficiency), and cash flows for each of the two years in the period endedDecember 31, 2004 . Our audit also included the financial statement schedulelisted at index in Item 15(a) as of and for the years ended December 31, 2004and 2003. These financial statements and schedule are theresponsibility of management. Our responsibility is to express an opinion on the financial statements andfinancial statement schedule based on our audits.

 

We conducted our audit inaccordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An auditalso includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basisfor our opinion.

 

In our opinion, such consolidatedfinancial statements present fairly, in all material respects, the financialposition of Liquidmetal Technologies, Inc. and subsidiaries as of December 31,2004, and the results of their operations and cash flows for each of the twoyears in the period ended December 31, 2004, in conformity with accountingprinciples generally accepted in the United States of America. Also, in ouropinion, such financial statement schedule, when considered in relation to thebasic consolidated financial statements taken as a whole, presents fairly inall material respects the information set forth therein.

 

The accompanying consolidatedfinancial statements have been prepared assuming that the Company will continueas a going concern. As discussed in Note 2 to the consolidated financialstatements, the Company’s significant operating losses and working capitaldeficit raise substantial doubt about its ability to continue as a goingconcern. Management’s plans regarding those matters also are described in Note2. The consolidated financial statements do not include any adjustments thatmight result from the outcome of this uncertainty.

 

Stonefield Josephson, Inc.

 
| /s/ Stonefield Josephson, Inc. |   |
|--------------------------------|--------|

Irvine, California

Certified Public Accountants

 

March 3, 2005

 

8

----

 

**LIQUIDMETAL TECHNOLOGIES, INC.**

 

**PART IV**

 

**Item 15. Exhibitsand Financial Statement Schedules**

 

A listing of exhibits filed:

 

**EXHIBIT INDEX**

 
| **Exhibit** | ** ** | ** **                                                                                 |
|-------------|------------|--------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Description  of Document**                                                               |
| 23.1        | —     | Consent of Registered  Independent Public Accounting Firm – Choi, Kim, Park, LLP      |
| 23.2        | —     | Consent of Registered  Independent Public Accounting Firm – Stonefield Josephson Inc. |
| 31.3        | —     | Rule  13a – 14(a) Certification – CEO                                            |
| 31.4        | —     | Rule  13a – 14(a) Certification – CFO                                            |
| 32.1        | —     | Certification  Pursuant to 18 U.S.C. Section 1350                                          |

 

**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 
|   | Liquidmetal  Technologies                     |
|--------|-----------------------------------------------|
|   | (Registrant)                                  |
|   |                                          |
|   | Date: March 31, 2006                          | /s/ Ricardo Salas |   |
|   | Ricardo Salas                                 |
|   | President and Chief  Executive Officer        |
|   | (Principal Executive  Officer)                |
|   |                                          |
|   |                                          |
|   | Date: March 31, 2006                          | /s/ Young Ham |   |
|   | Young Ham                                     |
|   | Chief Financial Officer                       |
|   | (Principal Financial  and Accounting Officer) |

 

----