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U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-QSB
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to .
 COMMISSION FILE NUMBER: 0-16011
 UST LIQUIDATING CORPORATION (F/K/A USTMAN TECHNOLOGIES, INC.)
  California
    
    95-2873757(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)201 Post Street, Suite 100 San Francisco, California
    
    94108(Address of principal executive offices)
    
    (Zip Code)Issuers
telephone number:  (415) 989-7770
  þ o
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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSISITEM 3. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITS AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 UST LIQUIDATING CORPORATION
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
SEPTEMBER 30, 2006
(UNAUDITED)
 ASSETSCash
    
    $
    45,000LIABILITIESAccounts payable
    
    $
    185,000Estimated costs of liquidation (Note 2)
    
    
    32,000Total liabilities
    
    
    217,000Contingency (Note 5)NET LIABILITIES IN LIQUIDATION
    
    $
    (172,000
    )
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UST LIQUIDATING CORPORATION
CONSOLIDATED STATEMENTS OF LIQUIDATING ACITIVITES
THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(UNAUDITED)
 2006
    
    
    2005Sources of additional cash:Interest income
    
    $
    1,000
    
    
    $
    4,000Additional uses of cash:Professional fees
    
    
    (59,000
    )
    
    
    (53,000
    )Increase in net liabilities in liquidation before adjustment
    
    
    (58,000
    )
    
    
    (49,000
    )Adjustment of estimated values
    
    
    59,000
    
    
    
    53,000Decrease in net liabilities in liquidation
    
    
    1,000
    
    
    
    4,000Beginning net (liabilities) assets in liquidation
    
    
    (173,000
    )
    
    
    Ending net (liabilities) assets in liquidation
    
    $
    (172,000
    )
    
    $
    4,000Basic and diluted net income per share applicable
to common shareholders (Note 3)
    
    $
    0
    
    
    $
    0Weighted average number of common shares outstanding
    
    
    22,298,598
    
    
    
    22,298,598
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UST LIQUIDATING CORPORATION
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
 1.
    
    BASIS OF PRESENTATION:The consolidated financial statements of UST Liquidating Corporation, formerly USTMAN
Technologies, Inc. (the Company) included in this Form 10-QSB, have been prepared by the
Company without audit. Effective September 21, 2000, holders of the majority of the Companys
issued and outstanding common stock adopted a plan of liquidation. Although certain information
and footnote disclosures normally included in financial statements prepared in accordance
accounting principles generally accepted in the United States of America have been condensed or
omitted, the Company believes that the disclosures are adequate to make the information
presented not misleading. The accompanying condensed consolidated financial statements should be
read in conjunction with the audited financial statements and notes thereto included in the
Companys Annual Report on Form 10-KSB for the fiscal year ended June 30, 2006.In the opinion of management, all adjustments necessary for a fair presentation of the results
of operations for the three-month periods ended September 30, 2006 and 2005, consist only of
normal and recurring adjustments, except for those described below. The results of operations
for the interim periods presented are not necessarily indicative of the results to be expected
for the full year.2.
    
    PLAN OF LIQUIDATION AND MANAGEMENTS PLANS:In September 2000, the Company sold substantially all of its assets, net of certain liabilities,
to Veeder-Root Service Company (Veeder-Root), a wholly-owned subsidiary of Danaher Corporation
(a publicly-traded company). As a result of the Veeder-Root sale, the Company no longer has any
ongoing business operations. In August 2000, in contemplation of and conditioned upon the
closing of the Veeder-Root transaction, the Companys board of directors unanimously approved a
plan of liquidation (the Plan of Liquidation). The Plan of Liquidation provides that
subsequent to the Veeder-Root sale transaction, the Company will no longer engage in any
business, but will only act to preserve the value of the remaining assets in order to make
distributions to the Series A Preferred shareholders and wind up the Companys business, at
which time the Company is to cease to exist as an operating entity. These interim condensed
consolidated financial statements are presented using the liquidation basis of accounting. At
September 30, 2006, the Company has recorded a $32,000 accrual for estimated liquidation costs,
of which $30,000 represents estimated costs regarding an existing legal claim (Note 5).Sagaponack Partners, L.P., a private investment firm based in San Francisco and New York, and
its foreign affiliate, Sagaponack International Partners, L.P. (collectively Sagaponack, or
the Investors) own all of the Series A Preferred Stock and beneficially own greater than 50%
of the Companys common stock. There will not be any funds available for distribution to the
common stockholders. Remaining cash is to be used to pay costs associated with preserving the
value of the Companys remaining assets, to pay costs associated with winding up the Companys
business, and to make additional distributions in accordance with the Series A Preferred Stock
liquidation preference.The carrying values of the Companys assets and liabilities at September 30, 2006 approximate
estimated liquidation values. At September 30, 2006, assets are carried at net realizable value
and liabilities at net settlement value. It is at least reasonably possible that the amounts
expected to be realized in the liquidation process will change in the near term, and these
changes could be material.
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UST LIQUIDATING CORPORATION
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
 3.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:USE OF ESTIMATES:The preparation of the consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those estimates and the
results could be material.EARNINGS (LOSS) PER SHARE:Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, requires dual
presentation of basic and diluted earnings per share, with a reconciliation of the numerator and
denominator of the diluted income (loss) per share computation. Basic income (loss) per share is
computed using the weighted average number of common shares outstanding during the period.
Diluted earnings per share is computed using the weighted average number of common and dilutive
common equivalent shares outstanding during the period. The Company had no common stock
equivalents outstanding during the three months periods ended September 30, 2006 and 2005.For the three month periods ended September 30, 2006 and
2005, net income (decrease in net liabilities in liquidation) available to common shareholders
is $0 due to the allocation of all net income (decrease in net
liabilities in liquidation) to the preferred shareholders. The
allocation to the preferred shareholders is due to their liquidation
preference exceeding the amount of net liabilities in liquidation. At September 30, 2006, the remaining liquidation preference amount is
$12,764,000.ESTIMATED COSTS OF LIQUIDATION:Estimated costs of liquidation primarily include managements estimate of costs to wind down the
Company and to bring an existing legal matter to conclusion (Note 5).INCOME TAXES:Deferred income taxes are provided based on the estimated future tax effects of differences
between financial statement carrying amounts and the tax bases of existing assets and
liabilities using statutory tax rates expected to be in effect in the period in which the
deferred tax item is expected to be settled. Deferred tax assets are reduced by a valuation
allowance if, based on the weight of available evidence, it is more likely than not that some
portion or all of the deferred tax assets may not be realized.RECLASSIFICATION:Certain amounts reported in the 2005 consolidated financial statements have been reclassified to
conform to the 2006 presentation.
 
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UST LIQUIDATING CORPORATION
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
 4.
    
    RELATED PARTY TRANSACTIONS:During the three months ended September 30, 2005, a member of the board of directors provided
services to the Company valued at approximately $3,000. These services were primarily
administrative and managerial in nature, and performed in order to manage the Companys ongoing
liquidation process and litigation. The services were provided for no consideration, and
therefore this was accounted for as a capital transaction (an increase in shareholders equity).5.
    
    LITIGATION:In June 2000, a class action complaint was filed against the Company and certain other parties
on behalf of certain common shareholders of the Company (the Plaintiffs), alleging that the
Company and other parties breached their fiduciary duty to the Companys common shareholders in
connection with the Veeder-Root sale transaction.A trial was held in March and April 2006. In July 2006, the Court issued its decision, finding
no liability on behalf of the Company. The Judge issued a Statement of Decision ruling that the
business judgment rule applied because there were disinterested directors in the decision
process and that even if the case is analyzed under the inherent fairness test, the transaction
was fair and the plaintiffs failed to meet their burden of proving breach of duty. The
plaintiffs still have the right to appeal and may also file a post-trial motion in an effort to
change the Judges ruling.Included in the estimated costs of liquidation at September 30, 2006, is approximately $30,000
of estimated legal costs expected to be incurred in connection with bringing this legal matter
to conclusion.
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
  RESULTS OF LIQUIDATING ACTIVITIES FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
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LIQUIDITY AND CAPITAL RESOURCES
   
 ITEM 3. CONTROLS AND PROCEDURES
   
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
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PART II  OTHER INFORMATION (CONTINUED)
 ITEM 1. LEGAL PROCEEDINGS (CONTINUED)
   
 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  31.1
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 SIGNATURES
  UST Liquidating Corporation(Registrant)November 14,
2006
    
    By
    
    /s/ Marc A. Weisman

Marc A. WeismanDirectorBy
    
    /s/ Barry S. Rosenstein

Barry S. RosensteinDirector
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EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.