** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

### **FORM 10-Q/A**

### ** **

### **AmendmentNo. 1**

### ** **

**ý****                                ****QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For the quarterly periodended June 30, 2005**

** **

**OR**

 

**o****                                ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For the transition periodfrom                 to                 **

 

**CommissionFile No. ****001-31332**

 

**LIQUIDMETAL TECHNOLOGIES, INC.**

(Exact name of Registrant as specified in its charter)

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

 

**25800 Commercentre Drive, Suite 100**

**LakeForest, California 92630**

(address of principal executive office, zip code)

 

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

 

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Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for atleast the past 90 days.

 

Yes ý No o

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2of the Exchange Act).

 

Yes ý Noo

 

#### **As of July 11, 2005, there were 41,609,652 sharesof the registrant’s common stock, $.001 par value, outstanding.**

 

 

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**EXPLANATORYNOTE**

 

We are filing thisAmendment No. 1 to our Quarterly Report on Form 10-Q for thesecond quarter ended June 30, 2005, as filed with the U.S. Securities andExchange Commission on August 15, 2005, to include certain exhibitsrelating to the private placement completed by the registrant on August 9,2005 and as described in the Form 8-K filed by the registrant on August 9,2005.

 

This Amendment does notaffect the financial statements or footnotes as originally filed. Thisamendment does not reflect events occurring after the original filing of the Form 10-Q,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.Accordingly, this Form 10-Q/A should be read in conjunction with ourother filings made with the Securities and Exchange Commission subsequent tothe filing of the original Quarterly Report on Form 10-Q, includingany amendments to those filings.

 

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**Item 6 –Exhibits and Reports on Form 8-K.**

 

(a)                                                Exhibits

 

The following documentsare filed as an exhibit to this Report:

 
| **Exhibit** | ** ** | ** **                                                                                                                                                        |
|-------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Description of Document**                                                                                                                                       |
|        |       |                                                                                                                                                              |
| 10.1        |       | Securities Purchase Agreement dated August 2,  2005, among the registrant and the parties identified as “Purchasers”  therein.                     |
|        |       |                                                                                                                                                              |
| 10.2        |       | Form of 7% Senior Secured Convertible Note,  dated August 2, 2005.                                                                                      |
|        |       |                                                                                                                                                              |
| 10.3        |       | Form of Common Stock Purchase Warrant, dated August 2,  2005.                                                                                           |
|        |       |                                                                                                                                                              |
| 10.4        |       | Amended and Restated Registration Rights Agreement, dated  August 2, 2005, among the registrant and the parties identified as “Purchasers”  therein.    |
|        |       |                                                                                                                                                              |
| 10.5        |       | Amended and Restated Security Agreement, dated August 2,  2005, among the registrant and the parties identified as the “Secured Parties”  therein. |
|        |       |                                                                                                                                                              |
| 31.1        |       | Certification of the President and Chief Executive  Officer, John Kang, as required by Section 3.02 of Sarbane-Oxley Act of  2002.                           |
|        |       |                                                                                                                                                              |
| 31.2        |       | Certification of Chief Financial Officer, Young Ham,  as required by Section 3.02 of Sarbane-Oxley Act of 2002.                                              |
|        |       |                                                                                                                                                              |
| 32.1        |       | Certification of Principal Executive Officer, John  Kang, as required by Section 9.06 of Sarbane-Oxley Act of 2002.                                          |
|        |       |                                                                                                                                                              |
| 32.2        |       | Certification of Chief Financial Officer, Young Ham, as required by Section 9.06  of Sarbane-Oxley Act of 2002.                                              |

 

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**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: August 30,  2005 | /s/ John Kang                                    |   |
|                        | John Kang                                        |
|                        | Chairman, President and  Chief Executive Officer |
|                        | (Principal Executive  Officer)                   |
|                        |                                             |
|                        |                                             |
| Date: August 30,  2005 | /s/ Young Ham                                    |   |
|                        | Young  Ham                                       |
|                        | Chief Financial Officer                          |
|                        | (Principal Financial and  Accounting Officer)    |

 

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