# **Exhibit 31.2**

 

**CERTIFICATION**

 

I, Young Ham, certify that:

 

1. I have reviewed this annual report on Form 10-K of LiquidmetalTechnologies, Inc. for the year ended December 31, 2005;

 

2. Based on my knowledge, this annual report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisannual report;

 

3. Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-1f(f) and15d-1f(f)) for the registrant and we have:

 

e)     Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

f)     Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

g)    Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

h)    Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonable likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunction):

 

c)     Allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonable likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

d)    Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls over financialreporting.

 

 
| Date:  March 16, 2006 | /s/ Young Ham                                |   |
|---------------------------------|----------------------------------------------|--------|
|                            | Young Ham                                    |
|                            | Chief Financial Officer                      |
|                            | (Principal Financial and Accounting Officer) |

 

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