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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Liquidmetal Technologies, Inc.
Common Stock
53634X
December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the notes).
| SCHEDULE 13G | ||||||
| CUSIP No. 53634X | Page 2 of 9 Pages | |||||
| 1. | Name of Reporting Person: J. Holdsworth Capital Ltd. |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | x | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Delaware |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: -0- | |||||
| 6. | Shared Voting Power: -0- | |||||
| 7. | Sole Dispositive Power: -0- | |||||
| 8. | Shared Dispositive Power: -0- | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: -0- (1) |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 0% | |||||
| 12. | Type of Reporting Person: CO | |||||
| SCHEDULE 13G | ||||||
| CUSIP No. 53634X | Page 3 of 9 Pages | |||||
| Item 1(a) | Name of Issuer: | |
| Liquidmetal Technologies, Inc. | ||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: | |
| 100 N. Tampa St., Suite 3150, Tampa, Florida 33602 | ||
| Item 2(a) | Name of Person Filing: | |
| J. Holdsworth Capital Ltd. | ||
| Item 2(b) | Address of Principal Business Office or, if none, Residence: | |
| 4300 West Cypress Street, Suite 900, Tampa, Florida 33607 | ||
| Item 2(c) | Citizenship: | |
| Delaware | ||
| Item 2(d) | Title of Class of Securities: | |
| Common Stock | ||
| Item 2(e) | CUSIP Number: | |
| 53634X | ||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c) check whether the person filing is a: | |
| Not applicable. | ||
| Item 4. | Ownership: | |
| Reference is made to Items 5-11 on page 2 of this Schedule 13G |
| SCHEDULE 13G | ||||||
| CUSIP No. 53634X | Page 4 of 9 Pages | |||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X] | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 13, 2004 | ||||
| J. Holdsworth Capital Ltd. | ||||
| By: | /s/ John Kang | |||
|
|
||||
| Name: John Kang | ||||
| Title: President | ||||
| SCHEDULE 13G | ||||||
| CUSIP No. 53634X | Page 5 of 9 Pages | |||||
| 1. | Name of Reporting Person: Wesley Investments, Inc. |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | x | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Florida |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: -0- | |||||
| 6. | Shared Voting Power: -0- | |||||
| 7. | Sole Dispositive Power: -0- | |||||
| 8. | Shared Dispositive Power: -0- | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: -0- (1) |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 0% | |||||
| 12. | Type of Reporting Person: CO | |||||
| SCHEDULE 13G | ||||||
| CUSIP No. 53634X | Page 6 of 9 Pages | |||||
| Item 1(a) | Name of Issuer: | |
| Liquidmetal Technologies, Inc. | ||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: | |
| 100 N. Tampa St., Suite 3150, Tampa, Florida 33602 | ||
| Item 2(a) | Name of Person Filing: | |
| Wesley Investments, Inc. | ||
| Item 2(b) | Address of Principal Business Office or, if none, Residence: | |
| 4300 West Cypress Street, Suite 900, Tampa, Florida 33607 | ||
| Item 2(c) | Citizenship: | |
| Florida | ||
| Item 2(d) | Title of Class of Securities: | |
| Common Stock | ||
| Item 2(e) | CUSIP Number: | |
| 53634X | ||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c) check whether the person filing is a: | |
| Not applicable. | ||
| Item 4. | Ownership: | |
| Reference is made to Items 5-11 on page 5 of this Schedule 13G |
| SCHEDULE 13G | ||||||
| CUSIP No. 53634X | Page 7 of 9 Pages | |||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than fiver percent of the class of securities, check the following [X] | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 13, 2004 | ||||
| Wesley Investments, Inc. | ||||
| By: | /s/ John Kang | |||
|
|
||||
| Name: John Kang | ||||
| Title: President | ||||
| SCHEDULE 13G | ||||||
| CUSIP No. 53634X | Page 8 of 9 Pages | |||||
Exhibit A
Note (1)
1. J. Holdsworth Capital Ltd. (“Holdsworth”) was dissolved on December 4, 2003. Prior to its dissolution, Holdsworth was owned by four shareholders, with each such shareholder owning 25% of the outstanding stock of Holdsworth. Upon the dissolution, the assets of Holdsworth, including the shares of stock of Liquidmetal Technologies, Inc. owed by Holdsworth, were distributed to the shareholders of Holdsworth.
2. Wesley Investments, Inc. (“Wesley”) was dissolved on December 18 2003. Prior to its dissolution, Wesley was owned by four shareholders, with each such shareholder owning 25% of the outstanding stock of Wesley. Upon the dissolution, the assets of Wesley, including the shares of stock of Liquidmetal Technologies, Inc. owned by Wesley, were distributed to the shareholders of Wesley.
| SCHEDULE 13G | ||||||
| CUSIP No. 53634X | Page 9 of 9 Pages | |||||
Exhibit B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the common stock of Liquidmetal Technologies, Inc. and further agree that this Joint Filing Agreement may be included as an Exhibit to such joint filing.
| Dated: February 13, 2004 | ||||
| J. Holdsworth Capital Ltd. | ||||
| By: | /s/ John Kang | |||
|
|
||||
| Name: John Kang | ||||
| Title: President | ||||
| Wesley Investments, Inc. | ||||
| By: | /s/ John Kang | |||
|
|
||||
| Name: John Kang | ||||
| Title: President | ||||