##### Table of Contents



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 December 31, 2007
 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
 
 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)
 415) 989-7770
  þ o
 þ o




---



TABLE OF CONTENTS  PART I  FINANCIAL INFORMATION ITEM 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 906    Table of Contents  
 PART I  FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS
 UST LIQUIDATING CORPORATION
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
DECEMBER 31, 2007
(UNAUDITED)
 ASSETSCash
    
    $
    67,000LIABILITIESAccounts payable
    
    $
    18,000Estimated costs of liquidation
    
    
    66,000Total liabilities
    
    
    84,000NET LIABILITIES IN LIQUIDATION
    
    $
    (17,000
    )
  2




---



##### Table of Contents



UST LIQUIDATING CORPORATION
CONSOLIDATED STATEMENTS OF LIQUIDATING ACTIVITIES
THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006
(UNAUDITED)
 2007
    
    
    2006Sources of additional cash:Insurance refund
    
    $
    75,000
    
    
    $
    Advance from related party
    
    
    2,000
    
    
    
    Additional uses of cash:Income taxes
    
    
    (2,000
    )
    
    
    Professional fees
    
    
    (16,000
    )
    
    
    (19,000
    )Net sources (uses) of cash
    
    
    59,000
    
    
    
    (19,000
    )Adjustment of estimated values; (increase) decrease
in estimated costs to liquidate
    
    
    (59,000
    )
    
    
    59,000Decrease in net liabilities in liquidation
    
    
    
    
    
    
    40,000Beginning net liabilities in liquidation
    
    
    (17,000
    )
    
    
    (172,000
    )Ending net liabilities in liquidation
    
    $
    (17,000
    )
    
    $
    (132,000
    )Weighted average number of common shares outstanding
    
    
    22,298,598
    
    
    
    22,298,598
  3




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF LIQUIDATING ACTIVITIES
SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006
(UNAUDITED)
 2007
    
    
    2006Sources of additional cash:Interest income
    
    $
    
    
    
    $
    1,000Insurance refund
    
    
    75,000
    
    
    
    Advance from related party
    
    
    2,000
    
    
    
    Additional uses of cash:Income taxes
    
    
    (2,000
    )
    
    
    Professional fees
    
    
    (24,000
    )
    
    
    (78,000
    )Net sources (uses) of cash
    
    
    51,000
    
    
    
    (77,000
    )Adjustment of estimated values; (increase) decrease in
estimated costs to liquidate
    
    
    (51,000
    )
    
    
    118,000Decrease in net liabilities in liquidation
    
    
    
    
    
    
    41,000Beginning net liabilities in liquidation
    
    
    (17,000
    )
    
    
    (173,000
    )Ending net liabilities in liquidation
    
    $
    (17,000
    )
    
    $
    (132,000
    )Weighted average number of common shares outstanding
    
    
    22,298,598
    
    
    
    22,298,598
  4




---



##### Table of Contents



UST LIQUIDATING CORPORATION
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006
 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. Although certain information and footnote disclosures normally included
in financial statements prepared in accordance with 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, 2007.The Company has adopted the liquidation basis of accounting. Under the liquidation basis of
accounting, assets are stated at their estimated net realizable values and liabilities are
stated at their estimated settlement amounts. These estimates are periodically reviewed and
adjusted by management. A statement of net assets (liabilities) in liquidation and a statement
of liquidating activities are the two financial statements presented under the liquidation basis
of accounting.In the opinion of management, all adjustments necessary for a fair presentation of the results
of operations for the three and six-month periods ended December 31, 2007 and 2006, 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 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. At December 31, 2007, the Company has
recorded a $66,000 accrual for estimated liquidation costs.Sagaponack Partners, L.P., a private investment firm based in San Francisco and New York
(Sagaponack Partners), 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 being used to pay costs
associated with winding up the Companys business. At December 31, 2007, the remaining
liquidation preference amount to preferred stockholders is $15,229,000. During the three months ended December 31,
2007, Sagaponack advanced $2,000 to the Company, which was repaid to Sagaponack in February 2008.The carrying values of the Companys assets and liabilities at December 31, 2007 approximate
estimated fair values. At December 31, 2007, 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.
 5




---



##### Table of Contents



UST LIQUIDATING CORPORATION
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006
 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.ESTIMATED COSTS OF LIQUIDATION:Estimated costs of liquidation primarily include managements estimate of costs to wind down the
Company.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.Effective July 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement 109 (FIN 48). The
Company did
not have any unrecognized tax benefits and there was no effect on it's consolidated financial
condition or results of operations as a result of implementing FIN 48. Management does not believe there will be any material changes in its unrecognized tax positions over
the next 12 months. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48,
the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods ended December 31, 2007.
 6




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
  RESULTS OF LIQUIDATING ACTIVITIES FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006
  LIQUIDITY AND CAPITAL RESOURCES
   
 ITEM 3. CONTROLS AND PROCEDURES
   
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 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
  7




---



##### Table of Contents



ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  31
    
    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 200232
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 8




---



##### Table of Contents



SIGNATURES
  UST Liquidating Corporation
(Registrant)By
    /s/ Marc A. WeismanFebruary 14, 2008
    
    Marc A. WeismanDirectorBy
    /s/ Barry S. RosensteinFebruary 14, 2008
    
    Barry S. RosensteinDirector 9




---



##### Table of Contents



Exhibit No.
    
    Document31
    
    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 200232
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 10