As filed with the Securities and ExchangeCommission on December 9, 2005

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-1

REGISTRATIONSTATEMENT
Under
THE SECURITIES ACT OF 1933

LIQUIDMETAL TECHNOLOGIES, INC.

(Exactname of registrant as specified in its charter)

Liquidmetal Technologies, Inc.

25800 Commercentre Drive, Suite 100

Lake Forest, California 92630

(949) 206-8000

(Address,including zip code, and telephone number, including area code, of registrant’sprincipal executive offices)

John Kang

President and Chief Executive Officer

Liquidmetal Technologies, Inc.

25800 Commercentre Drive, Suite 100

Lake Forest, California 92630

Phone: (949) 206-8000

(Name,address, including zip code, and telephone number, including area code, ofagent for service)

witha copy to:

Curt P. Creely
Foley & Lardner LLP
100 North Tampa Street, Suite 2700
Tampa, Florida 33602
Phone: (813) 229-2300/Fax: (813) 221-4210

Approximate date of commencement ofproposed sale to the public:  From time to time after theeffective date of this Registration Statement, as determined by the sellingstockholders.

If any of the securities being registered on this Form areto be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933 check the following box. ý

If this Form is filed to register additionalsecurities for an offering pursuant to Rule 462(b) under theSecurities Act, please check the following box and list the Securities Actregistration statement number of the earlier effective registration statementfor the same offering. o

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earliereffective registration statement for the same offering. o

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earliereffective registration statement for the same offering. o

CALCULATIONOF REGISTRATION FEE

(1)          The price is estimated, solely for the purpose of calculating theregistration fee, in accordance with Rules 457(g) and 457(c) underthe Securities Act, based on the average of the high and low prices of theRegistrant’s Common Stock as of December 6, 2005 on the OTC BulletinBoard.

(2)          The price is estimated in accordance with Rule 457(g) underthe Securities Act, solely for the purpose of calculating the registration feeand is $2.00, the conversion price of the 7% Senior Secured Convertible NotesDue August 2007.

(3)          The price is estimated in accordance with Rule 457(g) underthe Securities Act, solely for the purpose of calculating the registration feeand is $2.00, the exercise price of the warrants issued in June 2005 and August 2005.

(4)          The price is estimated in accordance with Rule 457(g) underthe Securities Act, solely for the purpose of calculating the registration feeand is $3.00, the exercise price of the warrants issued in March 2004.

(5)          Pursuant to Rule 416 under the Securities Act, this registrationstatement also covers such number of additional shares of common stock toprevent dilution resulting from stock splits, stock dividends, or similarevents, or as a result of anti-dilution provisions contained in thewarrants.  In addition, pursuant to Rule 416,the shares being registered include an additional indeterminate number ofshares of common stock issuable upon conversion of the convertible seniorsecured notes in the future as the result of anti-dilution adjustments.

The Registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective dateuntil the Registrant shall file a further amendment which specifically statesthat this Registration Statement shall thereafter become effective inaccordance with Section 8(a) of the Securities Act of 1933 or untilthis Registration Statement shall become effective on such date as theCommission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

LIQUIDMETALTECHNOLOGIES, INC.

14,937,509 Shares

Common Stock

This prospectus covers atotal aggregate of up to 14,937,509 shares of our common stock, par value $.001per share, that may be offered from time to time by the selling stockholdersidentified on pages 17-20 of this prospectus.  The shares being offered by this prospectusconsist of:

•                                          upto 3,425,402 (2,854,502 x 1.2 and then rounded up to the next whole share) sharesissuable upon the conversion of principal and accrued but unpaid interest underour 6% Senior Secured Notes Due July 2007;

•                                          upto 5,926,723 (4,938,936 x 1.2 and then rounded up to the next whole share)shares issuable upon the conversion of principal and accrued but unpaidinterest under our 7% Senior Secured Convertible Notes Due August 2007;

•                                          upto 5,209,039 (4,340,866 x 1.2 and then rounded up to the next whole share)shares issuable upon the exercise of common stock purchase warrants issued byus in connection with previous private placements; and

•                                          upto 376,345 shares issuable upon the exercise of a non-qualified stock optionagreement granted to one individual.

This prospectusalso covers any additional shares of common stock that may become issuable uponany anti-dilution adjustment pursuant to the terms of such notes and warrants.

We are registering theseshares of our common stock for resale by the selling stockholders named in thisprospectus, or their transferees, pledgees, donees or successors.  We will not receive any proceeds from the saleof these shares by the selling stockholders. These shares are being registered to permit the selling stockholders tosell shares from time to time in the public market, in amounts, at prices andon terms determined at the time of offering. The selling stockholders may sell this common stock through ordinarybrokerage transactions, directly to market makers of our shares or through anyother means described in the section entitled “Plan of Distribution”beginning on page 78.

Beforepurchasing any of the shares covered by this prospectus, carefully read andconsider the risk factors in the section entitled “Risk Factors” beginningon page 5.

Our common stock isquoted on the OTC Bulletin Board under the symbol “LQMT.OB.”  On December 6, 2005, the last reportedsales price of our common stock was $1.11 per share.

Our principal executiveoffices are located at 25800 Commercentre Drive, Suite 100, Lake Forest,California 92630, and our telephone number at that address is (949) 206-8000.

Neitherthe Securities and Exchange Commission nor any state securities commission hasapproved or disapproved the sale of this common stock or determined that theinformation in this prospectus is accurate and complete.  Any representation to the contrary is acriminal offense.

The date of thisprospectus is December 9, 2005.

The information in thisprospectus is not complete and may be changed. These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in anystate where the offer or sale is not permitted.

TABLE OF CONTENTS

This prospectus is a partof the registration statement that we filed with the Securities and ExchangeCommission.  The selling stockholdersnamed in this prospectus may from time to time sell the securities described inthis prospectus.

Youshould rely only on the information contained in this prospectus.  We have not authorized anyone to provide youwith information different from that contained in this prospectus.  The common stock is not being offered in anyjurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of thedate of this prospectus, regardless of the time of delivery of this prospectusor any sale of the common stock.

We have registered thefollowing trademark, which is used in this prospectus:  “Liquidmetal.”  In this prospectus, we use the terms “company,”“we,” “us” and “our” to refer to Liquidmetal Technologies, Inc.  In this prospectus “Liquidmetal” or “LiquidmetalTechnologies” refer to Liquidmetal Technologies, Inc.

i

PROSPECTUSSUMMARY

Thissummary highlights information contained elsewhere in this prospectus.  Because this is a summary, it is not completeand does not contain all of the information that may be important to you.  For a more complete understanding of us andthis offering of our common stock, we encourage you to read this prospectus inits entirety, especially the risks of investing in our common stock discussedunder “Risk Factors” and our consolidated financial statements, including thenotes thereto, appearing elsewhere in this prospectus.

Liquidmetal Technologies, Inc.

We are a materialstechnology company that develops and commercializes products made fromamorphous alloys.  Our Liquidmetal®family of alloys consists of a variety of proprietary coatings, powders, bulkalloys, and composites that utilize the advantages offered by amorphous alloytechnology. We develop, manufacture, and sell products and components from bulkamorphous alloys to customers in various industries, and we also partner withthird-party licensees such as Rawlings, Head, and Socket Communications anddistributors such as Matech and LLPG to develop and commercialize bulkLiquidmetal alloy products. We believe that our proprietary bulk alloys are theonly commercially viable bulk amorphous alloys currently available in themarketplace.  In addition to our bulkalloys, we market and sell a line of proprietary amorphous alloy-basedindustrial coatings under the Liquidmetal® Armacor^TM coatings brand.

Amorphous alloys areunique materials that are distinguished by their ability to retain a randomatomic structure when they solidify, in contrast to the crystalline atomicstructure that forms in other metals and alloys when they solidify. Liquidmetalalloys possess a combination of performance, processing, and potential costadvantages that we believe will make them preferable to other materials in avariety of applications. The amorphous atomic structure of our alloys enablesthem to overcome certain performance limitations caused by inherent weaknessesin crystalline atomic structures, thus facilitating performance and processingcharacteristics superior in many ways to those of their crystallinecounterparts. For example, our zirconium-titanium Liquidmetal alloys areapproximately 250% stronger than commonly used titanium alloys such asTi-6Al-4V, but they also have some of the beneficial processing characteristicsmore commonly associated with plastics. We believe these advantages couldresult in Liquidmetal alloys supplanting high-performance alloys, such astitanium and stainless steel, and other incumbent materials in a wide varietyof applications. Moreover, we believe these advantages could enable theintroduction of entirely new products and applications that are not possible orcommercially viable with other materials.

OurStrategy

Our goal is to developand commercialize a wide variety of products made from Liquidmetal alloys.  The key elements of our strategy include:

•                                          Identifyingand developing new applications for our Liquidmetal alloy technology;

•                                          Focusingour marketing and internal manufacturing activities on select products withexpected higher gross margins;

•                                          Furtherdeveloping our manufacturing processes, capabilities, and efficiencies for bulkLiquidmetal alloy;

•                                          Pursuingstrategic partnerships in order to more rapidly develop and commercializeproducts; and

•                                          Advancingand further developing the Liquidmetal® brand to increase awareness of ourcompany and technology.

InitialApplications

We have focused ourcommercialization efforts for Liquidmetal alloys on five identified productareas.  We believe that these areas areconsistent with our strategy in terms of market size, building brandrecognition, and providing an opportunity to develop and refine our processingcapabilities. Although we believe that strategic partnering transactions couldcreate valuable opportunities beyond the parameters of these target markets, weanticipate continuing to pursue these markets both internally and inconjunction with partners.

1

•                                          Components for electronic products.  We produce components for electronic devicesusing our bulk Liquidmetal alloys and believe that our alloys offer enhancedperformance and design benefits for these components in certainapplications.  Specifically, we currentlyproduce internal hinge housings for certain Samsung cellular phone models andcasings for certain SanDisk flash memory drives.

•                                          Sporting goods and leisure products.  We are developing a variety of applicationsfor Liquidmetal alloys in the sporting goods and leisure products area. In2003, Rawlings Sporting Goods Company launched a new line of baseball andsoftball bats that utilize a Liquidmetal alloy coating, and HEAD NV Sportlaunched a new line of HEAD® Liquidmetal® tennis racquets that incorporatesLiquidmetal alloy in composite form in their racquet design.

•                                          Medical devices.  We are engaged in product development effortsrelating to various medical devices that could be made from Liquidmetal alloys.We believe that the unique properties of bulk Liquidmetal alloys provide acombination of performance and cost benefits that could make them a desirablereplacement to incumbent materials, such as stainless steel and titanium,currently used in various medical device applications. 

•                                          Industrial coatings and powders.  We continue to market and sell amorphousalloy industrial coatings and powders under the Liquidmetal® Armacor^TMcoatings brand name. Liquidmetal alloy coatings are used primarily as aprotective coating for industrial machinery and equipment.

•                                          Defense applications.  We are working with the U.S. Department ofDefense, as well as a variety of defense-related research and developmentagencies and large defense contractors, to develop various defense-relatedapplications for Liquidmetal alloys. For example, we are currently developingprototype kinetic energy penetrator rods for use in armor-piercing ammunitionsystems.

RiskFactors

We are subject to anumber of risks that you should be aware of before you decide to buy our commonstock.  These risks are discussed morefully in the “RISK FACTORS” section of this prospectus.

CorporateInformation

We were originallyincorporated in California in 1987, and we reincorporated in Delaware in May 2003.  Our principal executive offices are locatedat 25800 Commercentre Dr., Suite 100, Lake Forest, California 92630. Ourtelephone number at that address is (949) 206-8000.  Our Internet website address iswww.liquidmetal.com and all of our filings with the Securities and ExchangeCommission are available free of charge on our website.  Any information that is included on or linkedto our Internet site is not a part of this prospectus.

2

The Offering

The number of shares ofcommon stock that will be outstanding immediately after this offering is basedon the number of shares outstanding as of October 1, 2005 and assumes thefull conversion of the convertible promissory notes and the full exercise ofthe warrants and option identified above. These is no guarantee that all or any of such notes, warrants, or optionwill be converted or exercised.  Thenumber of shares of common stock to be outstanding after this offering does notinclude 8,090,973 shares issuable pursuant to common stock options outstandingas of October 1, 2005 under our equity incentive plans, which options havea weighted-average exercise price of $4.45 per share, and 6,847,585 shares ofcommon stock reserved for future grants under our equity compensation plans.

In this prospectus,unless otherwise stated or the context otherwise requires, references to “Liquidmetal,”“we,” “us,” “our,” “our company,” “the Company” and similar references refer toLiquidmetal Technologies, Inc. and its subsidiaries.

3

Summary Consolidated Financial Data

The following summaryconsolidated financial data as of and for our years ended December 31,2002, 2003 and 2004 have been derived from our audited consolidated financialstatements. The following summary consolidated financial data as of and for thenine months ended September 30, 2004 and 2005 have been derived from ourunaudited consolidated financial statements included elsewhere in thisprospectus. Such unaudited interim financial statements have been prepared onthe same basis as the annual financial statements and, in the opinion ofmanagement, reflect all adjustments, which include only normal recurringadjustments, necessary to present fairly our financial position, results ofoperations and cash flows for the nine-month periods ended September 30,2005 and 2004. The following information should be read together with “MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” andour Consolidated Financial Statements and Notes thereto included elsewhere inthis prospectus. The historical results presented below are not necessarilyindicative of future results.

4

RISK FACTORS

Aninvestment in our common stock involves risk. You should carefully consider the risks we describe below beforedeciding to invest in our common stock. The market price of our common stock could decline due to any of theserisks, in which case you could lose all or part of your investment.  In assessing these risks, you should alsorefer to the other information included in this prospectus, including ourconsolidated financial statements, including the notes thereto, and appearingelsewhere in this prospectus.  Thisdiscussion contains forward-looking statements. See “Forward-Looking Statements” for a discussion of uncertainties,risks and assumptions associated with these statements.

We haveincurred significant operating losses in the past and may not be able toachieve or sustain profitability in the future.

We have experiencedsignificant operating losses since our inception.  Our net loss for the fiscal years ended December 31,2004 and 2003 was $12.7 million and $33.6 million, respectively, and our netloss for the nine months ended September 30, 2005 and 2004 was $13.8million and $9.0 million, respectively. We had an accumulated deficit of approximately $139.1 million at September 30,2005. Of this accumulated deficit, $44.5 million was attributable to lossesgenerated by our discontinued equipment manufacturing and retail golfbusinesses through September 30, 2005. We anticipate that we may continue to incur operating losses for theforeseeable future.  Consequently, it ispossible that we may never achieve positive earnings and, if we do achievepositive earnings, we may not be able to achieve them on a sustainable basis.

We mayrequire additional funding, which may not be available on favorable terms or atall.

Our future capitalrequirements will depend on the amount of cash generated by our operations. Ourprojections of cash flows from operations and, consequently, future cash needsare subject to substantial uncertainty. If our available funds and cashgenerated from operations are insufficient to satisfy our liquidityrequirements, we may need additional funds in the future to support our workingcapital requirements and for other purposes, and we may seek to raiseadditional funds through public or private equity financing, bank debtfinancing, or from other sources. Adequate funds may not be available whenneeded or may not be available on favorable terms. If we raise additional fundsby issuing equity securities, existing stockholders may be diluted. If fundingis insufficient at any time in the future, we may not be able to develop orenhance our products or services, take advantage of business opportunities, orrespond to competitive pressures, any of which could harm our business.

We havea limited history of developing, manufacturing, and selling products made fromour bulk amorphous alloys.

We have marketed and soldindustrial coatings to distributors in the coatings industry since 1987. Priorto the third quarter of 2002, our experience selling products made from bulkamorphous alloys has been limited to our discontinued retail golf business,which had a different marketing strategy than the one we are currentlyemploying.  Therefore, we have arelatively limited history of producing bulk amorphous alloy components andproducts on a mass-production basis. Furthermore, our ability to produce our products in desired quantitiesand at commercially reasonable prices is uncertain and is dependent on avariety of factors that are outside of our control, including the nature anddesign of the component, the customer’s specifications, and required deliverytimelines.

We relyon assumptions about the markets for our products and components that, ifincorrect, may adversely affect our profitability.

We have a relatively shorthistory producing bulk amorphous alloy components on a mass-production basis.We have made assumptions regarding the market size for, and the manufacturingrequirements of, our products and components based in part on information wereceived from third parties and also from our limited history. If theseassumptions prove to be incorrect, we may not achieve anticipated revenuetargets or profitability.

5

If wecannot establish and maintain relationships with customers that incorporate ourcomponents and products into their finished goods, we will not be able toincrease our revenue and commercialize our products.

To increase our revenue,we must establish and maintain relationships with customers that willincorporate our components and products into their finished goods. We expect torely on the marketing, distribution, and, in some cases, the manufacturing,research, and development abilities of our customers to assist us indeveloping, commercializing, and marketing our products in different markets.Our future growth and success will depend in large part on our ability to enterinto these relationships and the subsequent success of these relationships. Ifour products are selected for use in a customer’s products, we still may notrealize significant revenue from that customer if that customer’s products arenot commercially successful.

It maytake significant time and cost for us to develop new customer relationships,which may delay our ability to generate additional revenue or achieveprofitability.

Our ability to generaterevenue from new customers is generally affected by the amount of time it takesfor us to, among other things:

•                                          identifya potential customer and introduce the customer to Liquidmetal alloys;

•                                          workwith the customer to select and design the parts to be fabricated fromLiquidmetal alloys;

•                                          makethe molds and tooling to be used to produce the selected part;

•                                          makeprototypes and samples for customer testing;

•                                          workwith our customers to test and analyze prototypes and samples; and

•                                          withrespect to some types of products, such as medical devices, to obtainregulatory approval.

We currently do not havea sufficient history of selling products made from our bulk amorphous alloys topredict accurately the length of our average sales cycle. We believe that ouraverage sales cycle from the time we deliver an active proposal to a customeruntil the time our customer fully integrates our bulk amorphous alloys into itsproduct could be a significant period of time. Our history to date hasdemonstrated that the sales cycle could extend significantly longer than weanticipate. The time it takes to transition a customer from limited productionto full-scale production runs will depend upon the nature of the processes andproducts into which our alloys are integrated. Moreover, we have found that customers often proceed very cautiously andslowly before incorporating a fundamentally new and unique type of materialinto their products.

After wedevelop a customer relationship, it may take a significant amount of time forthat customer to develop, manufacture, and sell finished goods that incorporateour components and products.

Our experience has shownthat our customers will perform numerous tests and extensively evaluate ourcomponents and products before incorporating them into their finished products.The time required for testing, evaluating, and designing our components andproducts into a customer’s products, and in some cases, obtaining regulatoryapproval, can take a significant amount of time, with an additional period oftime before a customer commences volume production of products incorporatingour components and products, if ever. Moreover, because of this lengthydevelopment cycle, we may experience a delay between the time we accrueexpenses for research and development and sales and marketing efforts and thetime when we generate revenue, if any. We may incur substantial costs in anattempt to transition a customer from initial testing to prototype and fromprototype to final product. If we are unable to minimize these transitioncosts, or to recover the costs of these transitions from our customers, ouroperating results will be adversely affected.

6

Alimited number of our customers generate a significant portion of our revenue.

For the near future, weexpect that a significant portion of our revenue will be concentrated in alimited number of customers. For example, for the year ended December 31,2004, revenue from two customers represented approximately 62% of total revenuefrom continuing operations, and for the year ended December 31, 2003,revenue from two customers represented approximately 26% of total revenue fromcontinuing operations.  Revenues fromCharm Tech and Pntel, both of which are direct suppliers to Samsung,represented 62% of revenue from continuing operations for the year ended2004.  Also, revenues from defense related contracts with the UnitedStates of America represented 10%, and Growell Metal represented 12%, ofrevenue from continuing operations for the year ended 2004.  During 2003,three customers accounted for 10% or more of our revenue from continuingoperations. Revenue from Samsung represented 10%, revenue from LLPG, Inc.represented 12%, and defense-related contracts with three departments of theUnited States of America represented 16% of revenue from continuing operationsfor the year ended December 31, 2003. A reduction, delay, or cancellation of orders from one or more of thesecustomers or the loss of one or more customer relationships could significantlyreduce our revenue. Unless we establish long-term sales arrangements with thesecustomers, they will have the ability to reduce or discontinue their purchasesof our products on short notice.

Weexpect to rely on our customers to market and sell finished goods thatincorporate our products and components, a process over which we will havelittle control.

Our future revenue growthand ultimate profitability will depend in part on the ability of our customersto successfully market and sell their finished goods that incorporate ourproducts. We will have little control over our customers’ marketing and salesefforts. These marketing and sales efforts may be unsuccessful for variousreasons, any of which could hinder our ability to increase revenue or achieveprofitability. For example, our customers may not have or devote sufficientresources to develop, market, and sell their finished goods that incorporateour products. Because we typically will not have exclusive sales arrangementswith our customers, they will not be precluded from exploring and adoptingcompeting technologies. Also, products incorporating competing technologies maybe more successful for reasons unrelated to the performance of our customers’products or the marketing efforts of our customers.

Ourgrowth depends on our ability to identify, develop, and commercialize newapplications for our technology.

Our future growth andsuccess will depend in part on our ability to identify, develop, andcommercialize, either alone or in conjunction with our customers, newapplications and uses for Liquidmetal alloys. If we are unable to identify anddevelop new applications, we may be unable to develop new products or generateadditional revenue. Successful development of new applications for our productsmay require additional investment, including costs associated with research anddevelopment and the identification of new customers. In addition, difficultiesin developing and achieving market acceptance of new products would harm ourbusiness.

We maynot be able to effectively compete with current suppliers of incumbentmaterials or producers of competing products.

The future growth andsuccess of our bulk amorphous alloy business will depend in part on our abilityto establish and retain a technological advantage over other materials for ourtargeted applications. For many of our targeted applications, we will competewith manufacturers of similar products that use different materials. Forexample, we have targeted the cellular phone casing market as an applicationfor bulk Liquidmetal alloys. In this market, we believe we will compete withother manufacturers of cellular phone casings who use plastics or metal toconstruct their casings. In other markets, we will compete directly withsuppliers of the incumbent material.  Inaddition, in each of our targeted markets, our success will depend in part onthe ability of our customers to compete successfully in their respectivemarkets. Thus, even if we are successful in replacing an incumbent material ina finished product, we will remain subject to the risk that our customer willnot compete successfully in its own market.

7

Our bulkamorphous alloy technology is still at an early stage of commercializationrelative to many other materials.

Our bulk amorphous alloytechnology is a relatively new technology as compared to many other materialtechnologies, such as plastics and widely-used high-performance crystallinealloys.  Historically, the successfulcommercialization of a new materials technology has required the persistentimprovement and refining of the technology over a sometimes lengthy period oftime.  Accordingly, we believe that ourCompany’s future success will be dependent on our ability to continue expandingand improving our technology platform by, among other things, constantlyrefining and improving our manufacturing processes, optimizing our existingamorphous alloy compositions for various applications, and developing andimproving new bulk amorphous alloy compositions.  Our failure to further expand our technologybase could limit our growth opportunities and hamper our commercializationefforts.

Futureadvances in materials science could render Liquidmetal alloys obsolete.

Academic institutions andbusiness enterprises frequently engage in the research and testing of newmaterials, including alloys and plastics. Advances in materials science couldlead to new materials that have a more favorable combination of performance,processing, and cost characteristics than our alloys. The future development ofany such new materials could render our alloys obsolete and unmarketable or mayimpair our ability to compete effectively.

Ourgrowth depends upon our ability to retain and attract a sufficient number ofqualified employees.

Our future growth andsuccess will depend in part on our ability to retain key members of our managementand scientific staff, particularly John Kang, our Chairman of the board ofdirectors, and Dr. Atakan Peker, our Vice President of Technology.  Wedo not have “key man” or similar insurance on any of these individuals. If welose their services or the services of other key personnel, our financialresults or business prospects may be harmed. Additionally, our future growthand success will depend in part on our ability to attract, train, and retainscientific engineering, manufacturing, sales, marketing, and managementpersonnel. We cannot be certain that we will be able to attract and retain thepersonnel necessary to manage our operations effectively. Competition forexperienced executives and scientists from numerous companies and academic andother research institutions may limit our ability to hire or retain personnelon acceptable terms. In addition, many of the companies with which we competefor experienced personnel have greater financial and other resources than wedo. Moreover, the employment of non-citizens may be restricted by applicableimmigration laws.

We maynot be able to successfully identify, consummate, or integrate strategicpartnerships.

As a part of our businessstrategy, we intend to pursue strategic partnering transactions that provideaccess to new technologies, products, markets, and manufacturing capabilities.These transactions could include licensing agreements, joint ventures, or evenbusiness combinations. For example, we may pursue transactions that will giveus access to new technologies that are useful in connection with thecomposition, processing, or application of Liquidmetal alloys. We may not beable to successfully identify any potential strategic partnerships. Even if wedo identify one or more potentially beneficial strategic partnering, we may notbe able to consummate these transactions on favorable terms or obtain thebenefits we anticipate from such a transaction.

We mayencounter manufacturing problems or delays or may be unable to producehigh-quality products at acceptable costs.

We have relativelylimited experience in manufacturing our products and may be required tomanufacture a range of products in high volumes while ensuring high quality andconsistency. Although we currently own and operate a 166,000 square feet and a14,400 square feet manufacturing facilities in South Korea and China,respectively, we cannot guarantee that these facilities will be able to producethe intended products with production yields, quality controls, and productioncosts that provide us with acceptable margins or profitability or satisfy therequirements of our customers.

8

Weexpect to derive a substantial portion of our revenue from sales outside theUnited States, and problems associated with international business operationscould affect our ability to manufacture and sell our products.

We expect that we willcontinue to manufacture a substantial portion of our initial bulk Liquidmetalalloy products in our South Korean facility and derive a material portion ofour revenues from customers in South Korea. For our fiscal year ended December 31, 2004, approximately 54% ofour revenues came from customers located in South Korea.  As a result, our manufacturing operations andfinancial results are subject to risks of political instability, including therisk of conflict between North Korea and South Korea and tensions between theUnited States and North Korea. In addition, we anticipate that the trend offoreign customers accounting for a significant portion of our total revenuesmay continue. Specifically, we expect to continue to derive a significantamount of revenue from sales to customers located in Asia. A downturn in theeconomies of Asian countries where our products will be sold, particularlySouth Korea’s economy, could materially harm our business.

Consequently, ouroperations and revenue likely will be subject to a number of risks associatedwith foreign commerce, including:

•                                          staffingand managing our manufacturing facility located in South Korea andpost-processing facility located in China;

•                                          productor material transportation delays or disruption, including the availability andcosts of air and other transportation between our South Korean and Chinesefacilities and the United States;

•                                          politicaland economic instability, including instability involving China and NorthKorea;

•                                          potentiallyadverse tax consequences;

•                                          burdenof complying with complex foreign laws and treaties; and

•                                          tradeprotection laws, policies, and measures and other regulatory requirementsaffecting trade and investment, including loss or modification of exemptionsfor taxes and tariffs.  Moreover,customers may sell finished goods that incorporate our components and productsoutside of the United States, which exposes us indirectly to additional foreigncommerce risks.

Ourbusiness is subject to the potential adverse consequences of exchange ratefluctuations.

We expect to conductbusiness in various foreign currencies and will be exposed to market risk fromchanges in foreign currency exchange rates and interest rates. Fluctuations inexchange rates between the U.S. dollar and such foreign currencies may have amaterial adverse effect on our business, results of operations, and financialcondition and could specifically result in foreign exchange gains and losses.The impact of future exchange rate fluctuations on our operations cannot beaccurately predicted. To the extent that the percentage of our non-U.S. dollarrevenue derived from international sales increases in the future, our exposureto risks associated with fluctuations in foreign exchange rates will increasefurther. Moreover, as a result of operating a manufacturing facility in SouthKorea, a substantial portion of our costs are and will continue to bedenominated in the South Korean won. Adverse changes in the exchange rates ofthe South Korean won to the U.S. dollar will affect our costs of goods sold andoperating margins and could result in exchange losses.

Ourinability to protect our licenses, patents, and proprietary rights in theUnited States and foreign countries could harm our business because thirdparties may take advantage of our research and development efforts.

We have an exclusivelicense from Caltech to several patents and patent applications relating toamorphous alloy technology, and we have obtained several of our own patents. Wealso have the exclusive right to Caltech’s inventions, proprietary information,know-how, and other technology relating to bulk amorphous alloys existing as ofSeptember 1, 2001. Our success depends in part on our ability to obtainand maintain patent and other proprietary right protection for our technologiesand products in the United States and other countries. If we are unable toobtain or maintain these protections, we may not be able to prevent thirdparties from using our proprietary rights. Specifically, we must:

9

•                                          protectand enforce our license agreement with Caltech and our own patents andintellectual property;

•                                          exploitour license of the patented technology under our license agreement with Caltechas well as our own patents; and

•                                          operateour business without infringing on the intellectual property rights of third parties.

Caltech owns severalissued United States patents covering the composition and method ofmanufacturing of the family of Liquidmetal alloys. We also hold several UnitedStates and corresponding foreign patents covering the manufacturing processes ofLiquidmetal alloys and their use. The patents relating to our coatings expireon various dates between 2005 and 2022, and those relating to our bulkamorphous alloys between 2013 and 2025. If we are unable to protect ourproprietary rights prior to the expiration of these patents, we may lose theadvantage we have established as being the first to market bulk amorphous alloyproducts. In addition, the laws of some foreign countries do not protectproprietary rights to the same extent as the laws of the United States, and wemay encounter significant problems and costs in protecting our proprietaryrights in these foreign countries.

Patent law is stillevolving relative to the scope and enforceability of claims in the fields inwhich we operate. Our patent protection involves complex legal and technicalquestions. Our patents and those patents for which we have license rights maybe challenged, narrowed, invalidated, or circumvented. We may be able toprotect our proprietary rights from infringement by third parties only to theextent that our proprietary technologies are covered by valid and enforceablepatents or are effectively maintained as trade secrets. Furthermore, others mayindependently develop similar or alternative technologies or design around ourpatented technologies. Litigation or other proceedings to defend or enforce ourintellectual property rights could require us to spend significant time andmoney and could otherwise adversely affect our business.

Othercompanies may claim that we infringe their intellectual property rights, whichcould cause us to incur significant expenses or prevent us from selling ourproducts.

Our success depends, inpart, on our ability to operate without infringing on valid, enforceablepatents or proprietary rights of third parties and not breaching any licensesthat may relate to our technology and products. Future patents issued to thirdparties may contain claims that conflict with our patents and that compete withour products and technologies, and third parties could assert infringementclaims against us. Any litigation or interference proceedings, regardless oftheir outcome, may be costly and may require significant time and attention ofour management and technical personnel. Litigation or interference proceedingscould also force us to:

•                                          stopor delay using our technology;

•                                          stopor delay our customers from selling, manufacturing or using products thatincorporate the challenged intellectual property;

•                                          paydamages; or

•                                          enterinto licensing or royalty agreements that may be unavailable on acceptableterms.

Ourlevel of indebtedness reduces our financial flexibility and could impede ourability to operate.

As of September 30,2005, our long-term debt was $15.2 million, including the current portion ofsuch debt.  Our long-term debt (includingthe current portion) includes the following:

•                                          $2.9million in principal outstanding under our Korean subsidiary’s loan fromKookmin Bank of South Korea;

10

•                                          $2.4million in principal outstanding under convertible notes issued in our August 19,2004 private exchange; and

•                                          $9.9million in principal outstanding under convertible notes issued in our August 2,2005 private placement.

Under our loan fromKookmin Bank, we are obligated to make equal monthly payments of principal andinterest of $0.11 million each through the period ending in September 2007.  Under our 6% Senior Secured Notes Due July 2007and 7% Senior Secured Notes Due August 2007, we are required to make cashinterest payments to the noteholders of $0.22 million per quarter until suchnotes are converted or paid.  Unless suchnotes are converted, the $2.9 million in aggregate principal amount under our6% Senior Secured Notes Due July 2007 will become due in July 2007,provided that the holders of such notes may demand payment thereunder in July 2006.  The $9.9 million in aggregate principalamount under our 7% Senior Secured Notes Due August 2007 will become duein August 2007.

Our level of debt affects our operations in severalimportant ways, including the following:

•                                          asignificant portion of our cash flow from operations is likely to be dedicatedto the payment of the principal of and interest on our indebtedness;

•                                          wemay be unable to refinance our indebtedness on terms acceptable to us or atall;

•                                          ourcash flow may be insufficient to meet our required principal and interestpayments;

•                                          wemay default on our obligations and the lenders may foreclose on their securityinterests that secure their loans; and

•                                          wemay be unable to obtain additional loans as a result of covenants andagreements with existing debt holders.

We havenot complied with Section 404 of the Sarbanes-Oxley Act of 2002 for ourfiscal year ended December 31, 2004, and we will likely not be able tocomply with Section 404 for our 2005 fiscal year.

As directed by Section 404of the Sarbanes-Oxley Act of 2002, or SOX, the SEC has adopted rules requiringpublic companies to include a report of management on the company’s internalcontrols over financial reporting in their annual reports on Form 10-K.  In addition, the public accounting firmauditing a public company’s financial statements must attest to and report onmanagement’s assessment of the effectiveness of the company’s internal controlsover financial reporting.  Although theserequirements were first applicable to our annual report on Form 10-K forour fiscal year ending December 31, 2004, we were unable to comply withthese requirements for such fiscal year. As disclosed in our amended Form 10-K filed with the SEC on May 10,2005, the time and resources necessary to complete the restatement of priorperiods’ financial statements delayed our ability to complete the internaldocumentation, assessment and evaluation of internal control over financialreporting, all of which are required to be undertaken to comply with Section 404of SOX.  This delay prevented ourindependent auditor from being able to satisfactorily complete a timely auditof our internal control over financial reporting as of December 31,2004. 

Due to these delays, weand our independent auditor determined that it would not be possible tocomplete the management’s assessment and auditor’s audit of our internalcontrols over financial reporting as of December 31, 2004, and accordinglyour independent auditor has issued a disclaimer of opinion with respect to ourinternal control over financial reporting as of December 31, 2004, andsuch disclaimer was filed with our amended Form 10-K filed on May 10,2005.  We have been advised by the SECthat the filing of this disclaimer does not comply with the SEC’s rules andregulations under Section 404, and the SEC has further advised us thatthis noncompliance has resulted in us being in violation of Section 13(a) underthe Securities Exchange Act of 1934.  Section 13(a) establishesthe general requirement that public companies must file with the SEC, inaccordance with such rules and regulations as the SEC may prescribe, suchinformation, documents, and reports as the SEC may from time to time requirefor the protection of investors, including Form 10-Ks and 10-Qs.

11

In general, the SEC hasbroad authority under the Securities Exchange Act of 1934 to institute investigations,to seek injunctions, to seek monetary penalties, and to otherwise pursueenforcement actions for violations of Section 13(a), including a failureto file a Form 10-K or for the omission of necessary statements in a Form 10-K.  Therefore, a violation under Section 404of SOX or Section 13(a) of the Securities Exchange Act of 1934 couldpotentially subject an issuer to these same investigations and penalties. Section 404of SOX is a relatively new legal requirement, and there is very little precedentestablishing the consequences or appropriate response to a public company’sfailure to comply with Section 404. Accordingly, although we have discussed our Section 404noncompliance with the SEC, we cannot predict what action, if any, the SEC maytake against our company as a result of a failure to be compliant with ourobligations under Section 404 of SOX or Section 13(a) of theSecurities Exchange Act of 1934. 

In addition to theforegoing, although our common stock was admitted to the OTC Bulletin Board forquotation on June 15, 2005, the SEC has further advised us that, as aresult of our noncompliance with Section 404 for our 2005 fiscal year, itmay not have been appropriate for the OTC Bulletin Board to admit our commonstock for quotation on June 15, 2005. Consequently, there is no assurance that our common stock will remaineligible for quotation on the OTC Bulletin Board.

With respect tocompliance with Section 404 of SOX for 2005, while we have devoted as muchfinancial and internal resources during 2005 toward compliance as we deemedpossible with our limited resources, we believe that there is significant workremaining to be done in a limited amount of time in order to be compliant as ofDecember 31, 2005.  In addition,effective December 1, 2005, our audit firm, Stonefield Josephson, Inc.,resigned as our auditor, and we have not yet found a replacement auditor.  Thus, we believe that we will likely not beable to complete our assessment of internal controls in accordance with Section 404requirements as of December 31, 2005.

We arecurrently a defendant in several stockholder class-action lawsuits andderivative actions.

We and certain of ourpresent and former officers and directors were named as defendants in ninepurported class action complaints filed in the United States District Courtsfor the Middle District of Florida, Tampa Division, and the Central District ofCalifornia, Southern Division, alleging violations of Sections 11 and 15 of theSecurities Act of 1933 and Sections 10(b) and 20(a) of the SecuritiesExchange Act of 1934 and Rule 10b-5 promulgated thereunder.  In August 2004, four complaints wereconsolidated in the United States District Court for the Middle District ofFlorida under the caption PrimaveraInvestors v. Liquidmetal Technologies, Inc., et al., Case No. 8:04-CV-919-T-23EAJ.  John Lee, Chris Cowley, Dwight Mamanteo,Scott Purcell and Mark Rabold were appointed co-lead plaintiffs (the “LeadPlaintiffs”).  In September 2004,the five complaints filed in the Central District of California weretransferred to the Middle District of Florida for consolidation with the Primavera Investors action.  The Lead Plaintiffs served their ConsolidatedAmended Class Action Complaint on January 12, 2005.  The Amended Complaint alleges that theProspectus issued in connection with our initial public offering in May 2002contained material misrepresentations and omissions regarding our historicalfinancial condition and regarding a personal stock transaction by our chiefexecutive officer.  The Lead Plaintiffsfurther generally allege that during the proposed Class Period of May 21,2002, through May 13, 2004, the defendants engaged in improper revenuerecognition with respect to certain of our business transactions, failed to maintainadequate internal controls, and knowingly disclosed unrealistic but favorableinformation about market demand for and commercial viability of our products toartificially inflate the value of our stock. The Amended Complaint seeks unspecified compensatory damages and otherrelief.  We, along with other defendants,filed a Motion to Dismiss Plaintiffs’ Consolidated Amended Class ActionComplaint on March 28, 2005.  TheLead Plaintiffs served their Memorandum in Opposition to Defendants’ Motion toDismiss Consolidated Amended Class Action Complaint on June 3,2005.  We cannot predict when the courtwill rule on the Motion to Dismiss. We intend to vigorously defend against the class action.  We cannot currently predict the impact orresolution of this litigation or reasonably estimate a range of possible loss,which could be material.  The resolutionof this lawsuit may harm our business and have a material adverse impact on ourfinancial condition.

12

In addition to the above,certain of our present and former officers and directors, as well as ourcompany as a nominal defendant, have been named in three shareholder derivativeactions.  Two shareholder derivative complaintswere filed in California state court styled BrianClair, Derivatively on Behalf of Liquidmetal Technologies, Inc. v. JohnKang, et al., Case No. 04CC00551, and Joseph Durgin, Derivatively on Behalf of LiquidmetalTechnologies, Inc.  v. John Kang, etal., Case No. 04CC00553, both commenced in the Superior Courtof Orange County, California.  A thirdshareholder derivative complaint was filed in Florida federal court styled Robert Story v. John Kang, et al., Case No. 8:04-CV-1587-T-23TBM,commenced in the Middle District of Florida, Tampa Division.  These shareholder derivative lawsuits allegethat the defendants breached various fiduciary duties and otherwise violatedstate law based primarily upon the same underlying facts and circumstances asalleged in the federal shareholder class action.  The plaintiffs seek unspecified compensatorydamages, restitution and disgorgement of profits, equitable and/or injunctiverelief as permitted by law and other relief. 

The two shareholderderivative complaints in California state court have been consolidated.  Plaintiffs served a Consolidated ShareholderDerivative Complaint on October 12, 2004. The defendants served a Demurrer to the Consolidated ShareholderDerivative Complaint on November 22, 2004, seeking dismissal of thatcomplaint.  At a hearing on February 10,2005, the court sustained the demurrer, dismissing the Consolidated ShareholderDerivative Complaint but giving the plaintiffs 45 days within which to amendthe complaint.  Plaintiffs filed theirConsolidated Amended Shareholder Derivative Complaint on March 28,2005.  We, along with other defendants,filed a corrected demurrer on May 17, 2005, again seeking dismissal of theamended complaint.  At a hearing on July 7,2005, the Court again sustained the demurrer, dismissing the ConsolidatedAmended Shareholder Derivative Complaint but giving the plaintiffs 40 dayswithin which to further amend the complaint. On August 16, 2005, the plaintiffs filed a Consolidated SecondAmended Shareholder Derivative Complaint. We, along with the other defendants, filed a demurrer on September 15,2005, again seeking dismissal of the second amended complaint.  A hearing on that demurrer was held on October 19,2005, but was continued pending resolution of a dispute regarding ourparticipation in discovery in the California derivative action before theMotion to Dismiss the class action is resolved. On October 28, 2005, the presiding judge in the class actionresolved the discovery dispute by denying our Motion to Stay Discovery inRelated State Action, and we are now required to produce discovery materials inthe California derivative action.  Oncethose discovery materials are produced to and reviewed by the plaintiffs’counsel in the California derivative action, the judge will reconvene thehearing to determine whether the pending demurrer should be sustained withoutleave to amend. 

In the Florida derivativeaction, the Plaintiff filed a First Amended Shareholder Derivative Complaint onNovember 22, 2004.  Our Motion toDismiss, which was filed on December 20, 2004, is fully briefed.  We cannot predict when the court will rule onthe Motion to Dismiss.  We intend tovigorously defend against the derivative actions.  We cannot currently predict the impact orresolution of this litigation or reasonably estimate a range of possible loss,which could be material.  The resolutionof these lawsuits may harm our business and have a material adverse impact onour financial condition.

Evolvingregulation of corporate governance and public disclosure may result inadditional expenses and continuing uncertainty.

Changing laws,regulations and standards relating to corporate governance and publicdisclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations,are creating uncertainty for public companies. As a result of these new rules,we will incur additional costs associated with our public company reportingrequirements. In addition, these new rules could make it more difficult ormore costly for us to obtain certain types of insurance, including director andofficer liability insurance, and this could make it difficult for us to attractand retain qualified persons to serve on our board of directors.

We are presentlyevaluating and monitoring developments with respect to new and proposed rules andcannot predict or estimate the amount of the additional costs we may incur orthe timing of such costs. These new or changed laws, regulations, and standardsare subject to varying interpretations, in many cases due to their lack ofspecificity, and as a result, their application in practice may evolve overtime as new guidance is provided by regulatory and governing bodies. This couldresult in continuing uncertainty regarding compliance matters and higher costsnecessitated by ongoing revisions to disclosure and governance practices.

13

We are committed tomaintaining high standards of corporate governance and public disclosure. As aresult, we intend to invest resources to comply with evolving laws,regulations, and standards, and this investment may result in increased generaland administrative expenses and a diversion of management time and attentionfrom revenue-generating activities to compliance activities. If our efforts tocomply with new or changed laws, regulations, and standards differ from theactivities intended by regulatory or governing bodies due to ambiguitiesrelated to practice, regulatory authorities may initiate legal proceedingsagainst us and we may be harmed.

The timeand cost associated with complying with government regulations to which wecould become subject could have a material adverse effect on our business.

Some of the applicationsthat we have identified or may identify in the future may be subject togovernment regulations. For example, any medical devices such as precisionophthalmic instruments and orthopedic devices made from our alloys likely willbe subject to extensive government regulation in the United States by the Foodand Drug Administration, or FDA. Any medical device manufacturers to whom wesell Liquidmetal alloy products may need to comply with FDA requirements,including premarket approval or clearance under Section 510(k) of the FoodDrug and Cosmetic Act before marketing in the United States Liquidmetal alloymedical device products. These medical device manufacturers may be required toobtain similar approvals before marketing these medical devices in foreigncountries. Any medical device manufacturers with which we jointly develop andsell medical device products may not provide significant assistance to us inobtaining required regulatory approvals. The process of obtaining andmaintaining required FDA and foreign regulatory approvals could be lengthy,expensive, and uncertain. Additionally, regulatory agencies can delay orprevent product introductions. The failure to comply with applicable regulatoryrequirements can result in substantial fines, civil and criminal penalties,stop sale orders, loss or denial of approvals, recalls of products, and productseizures. 

In addition, theprocessing of beryllium, a minor constituent element of some of our alloys, canresult in the release of beryllium into the workplace and the environment andin the creation of beryllium oxide as a by-product. Beryllium is classified asa hazardous air pollutant, a toxic substance, a hazardous substance, and aprobable human carcinogen under environmental, safety, and health laws, andvarious acute and chronic health effects may result from exposure to beryllium.We are required to comply with certain regulatory requirements and to obtain apermit from the U.S. Environmental Protection Agency or other governmentagencies to process beryllium. Our failure to comply with present or futuregovernmental regulations related to the processing of beryllium could result insuspension of manufacturing operations and substantial fines or criminalpenalties.

To the extent that ourproducts have the potential for dual use, such as military and non-militaryapplications, they may be subject to import and export restrictions of the U.S.government, as well as other countries. The process of obtaining any requiredU.S. or foreign licenses or approvals could be time-consuming, costly, anduncertain. Failure to comply with import and export regulatory requirements canlead to substantial fines, civil and criminal penalties, and the loss ofgovernment contracting and export privileges.

Theexistence of minority stockholders in our Liquidmetal Golf subsidiary createspotential for conflicts of interest.

We directly own 79% ofthe outstanding capital stock of Liquidmetal Golf, our subsidiary that has theexclusive right to commercialize out technology in the golf market.  The remaining 21% of Liquidmetal Golf stock isowned by approximately 95 stockholders of record. As a result, conflicts ofinterest may develop between us and the minority stockholders of LiquidmetalGolf. To the extent that our officers and directors are also officers ordirectors of Liquidmetal Golf, matters may arise that place the fiduciaryduties of these individuals in conflicting positions.  John Kang, our Chairman, President, and ChiefExecutive Officer, is also director of Liquidmetal Golf.  In addition, James Kang, Founder andDirector, is also a director of Liquidmetal Golf.

14

Ourstock price has experienced volatility and may continue to experiencevolatility.

During the first ninemonths of 2005, the highest bid price for our common stock was $2.85 per share,while the lowest bid price during that period was $1.10 per share.  The trading price of our common stock couldcontinue to fluctuate widely due to:

•                                          quarter-to-quartervariations in results of operations;

•                                          lossof a major customer;

•                                          announcementsof technological innovations by us or our potential competitors;

•                                          changesin, or our failure to meet, the expectations of securities analysts;

•                                          newproducts offered by us or our competitors;

•                                          announcementsof strategic relationships or strategic partnerships; or

•                                          otherevents or factors that may be beyond our control.

In addition, thesecurities markets in general have experienced extreme price and trading volumevolatility in the past. The trading prices of securities of many companies atour stage of growth have fluctuated broadly, often for reasons unrelated to theoperating performance of the specific companies. These general market andindustry factors may adversely affect the trading price of our common stock,regardless of our actual operating performance. If our stock price is volatile, we could face securities class actionlitigation, which could result in substantial costs and a diversion ofmanagement’s attention and resources and could cause our stock price to fall.

We havenever paid dividends on our common stock, and we do not anticipate paying anycash dividends in the foreseeable future.

We have paid no cashdividends on our common stock to date. We currently intend to retain our futureearnings, if any, to fund the development and growth of our businesses, andupon the completion of this offering, we do not anticipate paying any cashdividends on our capital stock for the foreseeable future. In addition, theterms of existing or any future debts may preclude us from paying dividends onour stock. As a result, capital appreciation, if any, of our common stock willbe your sole source of gain for the foreseeable future. 

Antitakeoverprovisions of our certificate of incorporation and bylaws and provisions ofapplicable corporate law could delay or prevent a change of control that youmay favor.

Provisions in ourcertificate of incorporation, our bylaws, and Delaware law could make it moredifficult for a third party to acquire us, even if doing so would be beneficialto our stockholders. These provisions could discourage potential takeoverattempts and could adversely affect the market price of our shares. Because ofthese provisions, you might not be able to receive a premium on yourinvestment. These provisions:

•                                          authorizeour board of directors, without stockholder approval, to issue up to 10,000,000shares of “blank check” preferred stock that could be issued by our board ofdirectors to increase the number of outstanding shares and prevent a takeoverattempt;

•                                          limitstockholders’ ability to call a special meeting of our stockholders;

•                                          providefor a classified board of directors; and

•                                          establishadvance notice requirements to nominate directors for election to our board ofdirectors or to propose matters that can be acted on by stockholders atstockholder meetings.

The provisions described abovecould delay or make more difficult transactions involving a change in controlof us or our management.

15

FORWARD-LOOKING STATEMENTS

This prospectus maycontain “forward-looking statements” that relate to our management’s currentexpectations, estimates, forecasts, and projections about our company and itsbusiness.  Any statement in thisprospectus that is not a statement of historical fact is a forward-lookingstatement, and in some cases, words such as “believe,” “estimate,” “project,” “expect,”“intend,” “may,” “anticipate,” “plans,” “seeks,” and similar expressionsidentify forward-looking statements. Forward-looking statements involve risksand uncertainties that could cause actual outcomes and results to differmaterially from the anticipated outcomes or result. These statements are notguarantees of future performance, and undue reliance should not be placed onthese statements.  It is important to notethat our actual results could differ materially from what is expressed in ourforward-looking statements due to, among other things, the matters discussed inthe “RISK FACTORS” section of this prospectus, as well as the followingrisks and uncertainties:

•                  Our history oflosses and uncertainty surrounding our ability to achieve profitability;

•                  Our limitedhistory of manufacturing products from bulk amorphous alloys;

•                  Lengthy customeradoption cycles and unpredictable customer adoption practices;

•                  Our ability toidentify, develop, and commercialize new product applications;

•                  Competition fromother materials;

•                  Our ability toconsummate strategic partnerships in the future;

•                  The potentialfor manufacturing problems or delays;

•                  Potentialdifficulties associated with protecting or expanding our intellectual propertyposition; and

•                  Pendingstockholder litigation against out company.

We undertake noobligation to update publicly any forward-looking statements, whether as aresult of new information, future events or otherwise.

16

SELLINGSTOCKHOLDERS

On behalf of the sellingstockholders named in the table below (including their donees, pledgees,transferees or other successors-in-interest who receive any of the sharescovered by this prospectus), we are registering, pursuant to the registrationstatement of which this prospectus is a part, all 14,937,509 shares of ourcommon stock which will become issuable upon:

•                                          theconversion of 6% Senior Secured Notes Due July 2007 (the “July 2007Notes”), which notes were issued by us to such selling stockholders on July 29,2004;

•                                          theconversion of 7% Senior Secured Convertible Notes Due August 2007 (the “August 2007Notes”), which notes were issued by us to such selling stockholders on August 2,2005;

•                                          the exerciseof outstanding common stock purchase warrants issued by us on March 1,2004 and having an exercise price of $3.00 per share;

•                                          the exerciseof outstanding common stock purchase warrants issued by us on June 13,2005 and having an exercise price of $2.00 per share;

•                                          the exerciseof outstanding common stock purchase warrants issued by us on August 2,2005 and having an exercise price of $2.00 per share; and

•                                          the exerciseof an outstanding non-qualified stock option issued by us to one individual,Paul Azinger, on January 1, 2001 and having an exercise price of $1.16 pershare.

Other than Mr. Azinger,the selling stockholders are investors that provided financing to us or arethose that acted as placement agents in our private placement financings.  We are registering the shares to permit theselling stockholders to offer these shares for resale from time to time.  The selling stockholders may sell all, someor none of the shares covered by this prospectus.  All information with respect to beneficialownership has been furnished to us by the respective selling stockholders.  For more information, see “Plan ofDistribution.”  None of the sellingstockholders has had any material relationship with us within the past threeyears other than as a result of the ownership of shares of our commonstock. 

The table below lists theselling stockholders and information regarding their ownership of common stockas of November 1, 2005:

17

18

19

* Less than 1.0%.

(1)                                  Includes the number of shares of commonstock issuable pursuant to the July 2007 Notes, August 2007 Notes,and/or the above-described common stock purchase warrants.

(2)                                  Represents the number of sharesissuable pursuant to Mr. Azinger’s non-qualified stock option agreementdated January 1, 2001.

(3)                                  Assumes that the stockholders disposeof all the shares of common stock covered by this prospectus and do not acquireor dispose of any additional shares of common stock.  The selling stockholders are notrepresenting, however, that any of the shares covered by this prospectus willbe offered for sale, and the selling stockholders reserve the right to acceptor reject, in whole or in part, any proposed sale of shares.  On August 2, 2005, we entered into anamended and restated registration rights agreement with the sellingstockholders listed above (other than Mr. Azinger).  See the section of this prospectusentitled “DESCRIPTION OF CAPITAL STOCK-- Registration Rights”.  Under the amended and restated registrationrights agreement, we are required to file a resale registration statement forthe shares underlying all of our outstanding convertible notes and warrants toenable the resale of such shares by the selling stockholders on a delayed orcontinuous basis under Rule 415 of the Securities Act.  To account for potential adjustments in thenumber of shares issuable pursuant to such notes and/or warrants, the agreementprovides that we are required to include in such registration statement no lessthan the sum of 1.2 times the number of shares issuable upon the conversion ofsuch notes and the exercise of such warrants as of the date of the amended andregistration rights agreement. Accordingly, the full number of shares set forth in this column may notultimately become issuable to the selling stockholders under such notes and/orwarrants.

(4)                                  Thepercentage of common stockbeneficially owned is based on 42,245,299 shares of common stock outstanding onNovember 1, 2005.

USE OF PROCEEDS

The selling stockholderswill receive all of the proceeds from the sale of the common stock offered bythis prospectus.  We will not receive anyof the proceeds from the sale of common stock by the selling stockholders,although we may receive proceeds from the exercise of warrants by the sellingstockholders or the

20

exercise of Mr. Azinger’sstock option, if exercised.  We cannotguarantee that the warrants or the option will be exercised by the sellingstockholders.

DIVIDEND POLICY

Historically, we have notpaid any dividends on our common stock, and we do not anticipate paying anydividends on our common stock in the foreseeable future.  We expect to retain any earnings generatedfrom our operations for use in our business. Any future determination as to the payment of dividends will be at thediscretion of our Board of Directors and will depend upon our future operatingresults, financial condition and capital requirements, general businessconditions and such other factors as our Board of Directors deems relevant.

21

MARKET FOR AND PRICE RANGE OF THE COMMON STOCK

Our common stock iscurrently quoted on the Nasdaq OTC Bulletin Board under the symbol “LQMT.OB.”  From the period July 16, 2004 through June 14,2005, we were delisted from the Nasdaq Stock Market and our common stock wasquoted on the “pink sheets”.  We werere-listed on the Nasdaq’s OTC Bulletin Board on June 15, 2005  On December 6, 2005, the last reportedsales price of our common stock was $1.11 per share.  As of November 1, 2005, we had 245record holders of our common stock.

The following table setsforth, on a per share basis, the range of high and low bid information for theshares of our common stock for each full quarterly period within the two mostrecent fiscal years and any subsequent interim period for which financialstatements are included.  Thesequotations reflect inter-dealer prices, without retail mark-up, mark-down orcommission and may not necessarily represent actual transactions.

22

SELECTEDFINANCIAL DATA

The following table showsour selected consolidated financial data as of and for the years ended December 31,2000 through 2004. The selected consolidated financial data as of and for theyears ended December 31, 2002, 2003 and 2004 are derived from our auditedconsolidated financial statements included elsewhere in this prospectus. Theselected consolidated financial data as of and for the fiscal year ended December 31,2000 and 2001 are derived from our unaudited and audited financial statementsnot included in this prospectus. The selected consolidated financial data as ofand for the nine months ended September 30, 2004 and 2005 are derived fromour unaudited consolidated financial statements included elsewhere in thisprospectus. Such unaudited interim financial statements have been prepared onthe same basis as the audited consolidated financial statements and, in theopinion of management, reflect all adjustments, which include only normalrecurring adjustments, necessary for a fair presentation of our financialposition, results of operations and cash flows for the nine-month periods endedSeptember 30, 2004 and 2005. The following information should be read with“MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS” and our Consolidated Financial Statements and Notes theretoincluded elsewhere in this prospectus.

These statements shouldbe read in conjunction with restatement footnote 2 in the notes to consolidatedfinancial statements in the fiscal 2003 annual report on Form 10-K filedon November 10, 2004, which reflects the restatements of prior yeartransactions.