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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 27, 2004

LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)

Delaware 000-31332 20-0121262
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)

25800 Commercentre Dr., Suite 100
Lake Forest, CA 92630
(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code:  (949) 206-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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LIQUIDMETAL TECHNOLOGIES, INC.

FORM 8-K

Item 7.01.  Regulation FD Disclosure.

Item 8.01.  Other Events.

The following information is being furnished under Items 7.01 and 8.01 of Form 8-K: Press release by Liquidmetal Technologies, Inc. announcing status of the company’s external audit and SEC filings. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

LIQUIDMETAL TECHNOLOGIES, INC.


 		 By:  /s/ John Kang
        John Kang
        Chairman, President, and Chief Executive Officer

Date: September 27, 2004











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EXHIBIT INDEX

Exhibit Number               Description

99.1 — Press Release, dated September 27, 2004.





















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[GRAPHIC OMITTED][LIQUIDMETAL LOGO]

News Release    

FOR IMMEDIATE RELEASE

CONTACT: John Nesbett/Kathryn McNeil David Townsend
x The Investor Relations Group Liquidmetal Technologies
x (212) 825-3210 (813) 314-0280

Liquidmetal Technologies Provides Update on
Status of External Audits and SEC Filings

        LAKE FOREST, CA, September 27, 2004—Liquidmetal® Technologies, Inc. (OTC:LQMT) announced today that it is nearing completion of the ongoing audits and expected restatement of the company’s consolidated financial results for certain prior reporting periods. Liquidmetal and Stonefield Josephson Inc. (“Stonefield”), the company’s independent auditor, currently expect to complete the audit and file its Form 10-K for the year ended December 31, 2003 by October 18, 2004.

        Liquidmetal and Stonefield also expect to complete the review of results and file the respective Form 10-Qs for the first and second quarters of 2004 shortly after the filing of its Form 10-K. The company intends to host a conference call to discuss these results and provide an update on current operations once it has become current in its SEC filings.

        As previously disclosed, Stonefield was engaged as Liquidmetal’s new independent auditor on May 21, 2004. Stonefield is currently finalizing a full audit of the company’s consolidated financial statements for the three years ended December 31, 2001, 2002, and 2003, as well as reviews of the company’s consolidated financial statements for the quarters ended March 31 and June 30, 2004. Given the time-consuming nature of comprehensively auditing three years of consolidated financial statements and reviewing two quarters of financial statements in 2004, Liquidmetal has not yet filed its Form 10-K for the year ended December 31, 2003 or its Forms 10-Q for the quarters ended March 31 and June 30, 2004.



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About Liquidmetal Technologies, Inc.

Liquidmetal Technologies, Inc., http://www.liquidmetal.com, is the leading developer, manufacturer, and marketer of products made from amorphous alloys. Amorphous alloys are unique materials that are characterized by a random atomic structure, in contrast to the crystalline atomic structure possessed by ordinary metals and alloys. Bulk Liquidmetal® alloys are two to three times stronger than commonly used titanium alloys, harder than tool steel, and relatively non-corrosive and wear resistant. Bulk Liquidmetal alloys can also be molded into precision net-shaped parts similar to plastics, resulting in intricate and sophisticated engineered designs. Liquidmetal Technologies is the first company to produce amorphous alloys in commercially viable bulk form, enabling significant improvements in products across a wide array of industries. The combination of a super alloy’s performance coupled with unique processing advantages positions Liquidmetal alloys for what the company believes will be The Third Revolution™ in material science.

This press release may contain “forward-looking statements” that involve risks and uncertainties, including statements regarding our anticipated financial results, as well as our plans, future events, objectives, expectations, forecasts, and the assumptions on which those statements are based. Any statement in this press release that is not a statement of historical fact is a forward-looking statement, and in some cases, words such as “believe,” “estimate,” “project,” “expect,” “intend,” “may,” “anticipate,” “plans,” “seeks,” and similar expressions identify forward-looking statements. These statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the anticipated outcomes or result, and undue reliance should not be placed on these statements. These risks and uncertainties include: unforeseen events that could further delay completion of the company’s audit process; pending litigation against the company and its potential outcome; our limited operating history in developing and manufacturing products from bulk amorphous alloys; the adoption of our alloys by customers; the commercial success of our customer’s products; our ability to identify, develop, and commercialize new applications for our alloys; competition with suppliers of incumbent materials; the development of new materials that render our alloys obsolete; the ability to manage our anticipated growth; our limited direct experience in manufacturing bulk alloy products; scaling-up our manufacturing facilities; protecting our intellectual property; problems associated with manufacturing and selling our alloys outside of the United States; and other risks and uncertainties discussed in filings made with the Securities and Exchange Commission (including risks described in subsequent reports on Form 10-Q, Form 10-K, Form 8-K, and other filings). Liquidmetal Technologies disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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