##### 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, 2003OR 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.)
 536 Pacific Avenue San Francisco, California
    
    94133(Address of principal executive offices)
    
    (Zip Code)
 Issuers telephone number:
    
    (415) 989-7770
 Former name, former address and former fiscal year, if changed since last
report: N/A Indicate by check mark whether the issuer (1) has filed all annual, quarterly
and other reports required to be filed by Section 13 or 15(d) of the Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. x Yes o No State the number of shares outstanding of each of the issuers classes of
common equity, as of February 20, 2004 were 22,298,598 shares, no par value.




---



TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSCONDENSED CONSOLIDATED BALANCE SHEETCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO UNAUDITED CONDENSED CONSOLIDATED 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 INDEXEX-31.1 CertificationEX-31.2 CertificationEX-32.1 CertificationEX-32.2 Certification    Table of Contents  INDEPENDENT ACCOUNTANTS REPORT The Board of Directors and Shareholders
UST Liquidating Corporation We have reviewed the accompanying condensed consolidated balance sheet of UST
Liquidating Corporation and subsidiaries as of December 31, 2003, and the
related condensed consolidated statements of operations for the three-month and
six-month periods ended December 31, 2003 and 2002, and the related condensed
consolidated statements of cash flows for the six-month periods ended December
31, 2003 and 2002. These interim condensed consolidated financial statements
are the responsibility of the Companys management. We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying interim condensed consolidated financial
statements referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America. GELFOND HOCHSTADT PANGBURN, P.C. Denver, Colorado
February 20, 2004 2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 
 UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
(UNAUDITED) ASSETSCurrent assets:Cash
    
    $
    1,060,000Income tax refund receivable
    
    
    41,000Prepaid expenses
    
    
    5,000Total assets (all current)
    
    $
    1,106,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    79,000Estimated costs of liquidation (Note 2)
    
    
    225,000Total current liabilities
    
    
    304,000Estimated costs of liquidation, net of current portion (Note 2)
    
    
    138,000Total liabilities
    
    
    442,000Contingency (Note 5)Shareholders equity (Note 3):Series A preferred stock, no par value; 1,000,000 shares
authorized; 9,717 shares issued and outstanding; remaining
liquidation preference, $8,089,000
    
    
    664,000Common stock, no par value: 25,000,000 shares authorized,
22,298,598 shares issued and outstanding
    
    
    11,673,000Class A common stock, no par value; 15,000,000 shares
authorized, none issued and outstanding
    
    
    Class B common stock, no par value; 15,000,000 shares
authorized, none issued and outstanding
    
    
    Accumulated deficit
    
    
    (11,673,000
    )Total shareholders equity
    
    
    664,000Total liabilities and shareholders equity
    
    $
    1,106,000
 See notes to unaudited condensed consolidated financial statements. 3




---



##### Table of Contents



UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER, 2003 AND 2002
(UNAUDITED) 2003
    
    2002Selling, general and administrative expenses,
including estimated liquidation costs (Note 2)
    
    $
    (6,000
    )
    
    $
    (6,000
    )Other income:Interest income (Note 2)
    
    
    2,000
    
    
    
    Net loss
    
    $
    (4,000
    )
    
    $
    (6,000
    )Basic and diluted net loss per share applicable to
common shareholders (Note 3)
    
    $
    0
    
    
    $
    0Weighted average number of common shares outstanding
    
    
    22,298,598
    
    
    
    22,298,598
 See notes to unaudited condensed consolidated financial statements. 4




---



##### Table of Contents



UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED DECEMBER, 2003 AND 2002
(UNAUDITED) 2003
    
    2002Selling, general and administrative expenses,
including estimated liquidation costs (Note 2)
    
    $
    (212,000
    )
    
    $
    (12,000
    )Other income:Gain on sale of assets (Note 2)
    
    
    1,149,000
    
    
    
    Interest income (Note 2)
    
    
    92,000
    
    
    
    1,241,000
    
    
    
    Income (loss) before income tax
    
    
    1,029,000
    
    
    
    (12,000
    )Income tax expense
    
    
    (410,000
    )
    
    
    Net income (loss)
    
    $
    619,000
    
    
    $
    (12,000
    )Basic and diluted net income (loss) per share applicable
to common shareholders (Note 3)
    
    $
    0
    
    
    $
    0Weighted average number of common shares outstanding
    
    
    22,298,598
    
    
    
    22,298,598
 See notes to unaudited condensed consolidated financial statements. 5




---



##### Table of Contents



UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002
(UNAUDITED) 2003
    
    2002Cash provided by (used in) operating activities, and
increase (decrease) in cash
    
    $
    1,034,000
    
    
    $
    (7,000
    )Cash, beginning of period
    
    
    26,000
    
    
    
    55,000Cash, end of period
    
    $
    1,060,000
    
    
    $
    48,000
 See notes to unaudited condensed consolidated financial statements. 6




---



##### Table of Contents



UST LIQUIDATING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED DECEMBER 31 , 2003 AND 2002  1.
    
    BASIS OF PRESENTATION:The condensed 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, 2003.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, 2003 and 2002, 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.
    
    SALE OF COMPANY ASSETS, PLAN OF LIQUIDATION, AND MANAGEMENTS PLANS:On September 21, 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)
for an adjusted purchase price of $16,589,000, subject to additional
adjustment based on the terms of the Definitive Asset Purchase Agreement (the
Agreement). Of the total purchase price, $1,500,000 was held back by
Veeder-Root to secure indemnity obligations of the Company, of which an
allowance of $351,000 was applied against the receivable at June 30, 2003.
In September 2003, the Company received cash of $1,239,000. Of that amount,
$1,149,000 represented payment of the receivable and $90,000 represented
interest. As a result, the Company recorded a $1,149,000 gain during the
three months ended September 30, 2003. This gain was previously deferred.Pursuant to an agreement regarding the September 2003 payment, a remaining
holdback balance of $150,000 is being held by Veeder-Root to cover costs they
may incur related to existing litigation against the Company (Note 5). Due
to uncertainty regarding the ultimate collection of this holdback receivable,
the remaining holdback has been allowed for at December 31, 2003.The assets sold by the Company included all assets of the Company and its
subsidiaries except for cash and cash equivalents, the capital stock of the
Companys subsidiaries, and the assets of Toxguard Systems (which have no
carrying value at December 31, 2003). In addition, Veeder-Root assumed
certain liabilities and obligations of the Company. 7




---



##### Table of Contents



UST LIQUIDATING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) THREE AND SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002  2.
    
    SALE OF COMPANY ASSETS, PLAN OF LIQUIDATION, AND MANAGEMENTS PLANS (CONTINUED):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. It is not expected that there will be funds available for distribution
to the common stockholders. Proceeds received in September 2003 are 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.As a result of the Veeder-Root sale, the Company no longer has any ongoing
business operations. On August 16, 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 September
21, 2000, 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, 2003, the Company has recorded a $363,000
accrual for estimated liquidation costs, of which approximately $335,000 represents estimated
costs to defend the Company against existing legal claims (Note 5).The carrying values of the Companys financial instruments at December 31,
2003, approximate estimated fair values. 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.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.PREFERRED STOCK:As discussed above, the Company is in the process of liquidating, which
consists of settling all outstanding assets and liabilities, and distributing
any remaining net proceeds to its shareholders. Distributions are first made
to Series A preferred shareholders to satisfy the liquidation preference on
the Series A preferred stock. At December 31, 2003, the Series A preferred
stock has a liquidation preference of $8,089,000, and the estimated proceeds
from liquidation are not expected to exceed the Series A preferred stock
liquidation; therefore, no distributions are expected to be made to the
common shareholders. As a result, earnings and losses for the three and
six-month periods ended December 31, 2003 and 2002, have been allocated to
the preferred shareholders. 8




---



##### Table of Contents



UST LIQUIDATING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) THREE AND SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002  3.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):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
per share computation. Basic income 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.For the three and six-month periods ended December 31, 2003 and 2002, net
income (loss) available to common shareholders is $0 due to the allocation of
all net income (loss) to the preferred shareholders. The allocation to the
preferred shareholders is due to their liquidation preference exceeding the
amount of total shareholders equity ($664,000 at December 31, 2003).
Therefore, the preferred shareholders are being allocated all net income or
loss, resulting in no net income or loss being allocated to the common
shareholders.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.4.
    
    RELATED PARTY TRANSACTIONSDuring the six months ended December 31, 2003, Sagaponack paid on behalf of
the Company, an $11,250 liability owed to a third party. The Company
reimbursed this amount to Sagaponack in December 2003.5.
    
    LITIGATIONIn 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. The Plaintiffs also filed a derivative claim alleging
corporate waste. In August 2000, the Plaintiffs filed a motion for a
preliminary injunction, which was denied in a court hearing held on September
18, 2000. The Company and certain other parties subsequently filed a demurrer
to Plaintiffs complaints contending that Plaintiffs failed to state a valid
cause of action, which was granted in October 2000.The Plaintiffs filed a notice of appeal regarding the demurrer and
voluntarily dismissed the derivative claim alleging corporate waste, which
the trial court dismissed. On November 21, 2001, the California Court of
Appeals reversed the trial court with respect to the demurrer and ruled that
the plaintiffs could assert a personal, non-derivative claim. 9




---



##### Table of Contents



UST LIQUIDATING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) THREE AND SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002  5.
    
    LITIGATION (CONTINUED):The Company intends to continue to contest this case vigorously; however, it
is too early at this time to determine the ultimate outcome of this matter
and the extent of the Companys exposure. Included in the estimated costs of
liquidation at December 31, 2003, is approximately $335,000 of estimated
legal costs expected to be incurred in connection with this contingency. 10




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS This report contains certain statements, which are forward looking statements
under federal securities laws that are based on the beliefs of management as
well as assumptions made by and information currently available to management.
Forward looking statements appear throughout Item 2 of Part I, Managements
Discussion and Analysis of Financial Condition and Results of Operations
concerning UST Liquidating Corporations Financial Condition and Liquidity.
Certain factors could cause actual results to differ materially from those in
the forward-looking statements including without limitation, (i) continuation
of historical patterns of demand for UST Liquidating Corporations products and
UST Liquidating Corporations ability to meet demand, (ii) actions by
competitors, including without limitation new product introductions (iii) and
general economic conditions. UST Liquidating Corporation does not intend to
update these forward-looking statements. RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2003 AND
2002 The Company recognized selling, general and administrative expenses (including
estimated liquidation costs) of $6,000 and $212,000 during the three and six
months ended December 31, 2003, respectively, compared to $6,000 and $12,000
during the three and six months ended December 31, 2002. The expense for the
three and six months ended December 31, 2002, consisted of insurance expense.
The expense for the three and six months ended December 31, 2003 consisted of
insurance expense, as well as an increase in the estimated costs of liquidation
by $200,000, primarily for estimated legal costs. The Company also recognized
interest income of $92,000 for the six months ended December 31, 2003 ($2,000
for the three months ended December 31, 2003). FINANCIAL CONDITION AND LIQUIDITY On September 21, 2000, the Company sold substantially all of its assets, net of
certain liabilities, to Veeder-Root in accordance with the terms of the
definitive asset purchase agreement (the Agreement). Upon closing the sale,
the Company ceased day-to-day operations, all of which were assumed by
Veeder-Root. There will not be any proceeds available for distribution to the
holders of the Companys common stock. The Company intends to eventually wind
up its affairs and liquidate and dissolve the Company. Pursuant to the Agreement, the Company sold substantially all of the assets of
the Company to Veeder-Root for an adjusted purchase price of $16,589,000,
subject to additional adjustment based on the terms of the Agreement. Of the
total purchase price, $1,500,000 was held back by Veeder-Root to secure
indemnity obligations of the Company. In September 2003, the Company received
cash of $1,239,000. Of that amount, $1,149,000 represented payment of the
receivable and $90,000 represented interest. As a result, the Company recorded
a $1,149,000 gain on the sale of assets during the six months ended December
31, 2003. This gain was previously deferred. Pursuant to an agreement regarding the September 2003 payment, a remaining
holdback balance of $150,000 is being held by Veeder-Root to cover costs they
may incur related to existing litigation against the Company (See Legal
Proceedings). Due to uncertainty regarding the ultimate collection of this
holdback receivable, the remaining holdback has been allowed for at December
31, 2003. On August 16, 2000, the Companys board of directors unanimously approved a
Plan of Liquidation. The Plan of Liquidation provides that the Company is to no
longer engage in any business, except for preserving the net value of the
Companys 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, 2003, the
Company has recorded a $363,000 accrual for estimated liquidation costs, of which
approximately $335,000 represents estimated costs to defend the Company against legal
claims. 11




---



##### Table of Contents



During the six months ended December 31, 2003, Sagaponack paid on behalf of the
Company, an $11,250 liability owed to a third party. The Company reimbursed
this amount to Sagaponack in December 2003. Management believes cash of $1,060,000 at December 31, 2003 will be sufficient
to fund the estimated costs to liquidate for the next twelve months. ITEM 3. CONTROLS AND PROCEDURES Within 90 days of the filing of this Form 10-QSB, an evaluation was carried out
by our Chairman of the Board of Directors of the effectiveness of our
disclosure controls and procedures. Disclosure controls and procedures are
procedures that are designed with the objective of ensuring that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, such as this Form 10-QSB, is recorded, processed, summarized and
reported within the time period specified in the Securities and Exchange
Commissions rules and forms. Based on that evaluation, our Chairman of the
Board of Directors concluded that as of December 31, 2003, and as of the date
that the evaluation of the effectiveness of our disclosure controls and
procedures was completed, our disclosure controls and procedures were effective
to satisfy the objectives for which they are intended. There were no changes in our internal control over financial reporting
identified in connection with the evaluation performed that occurred during the
fiscal year covered by this report that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting. 12




---



##### Table of Contents



PART II  OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 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. The Plaintiffs also filed a derivative claim alleging
corporate waste. In August 2000, the Plaintiffs filed a motion for a
preliminary injunction, which was denied in a court hearing held on September
18, 2000. The Company and certain other parties subsequently filed a demurrer
to Plaintiffs complaints contending that Plaintiffs failed to state a valid
cause of action, which was granted in October 2000. The Plaintiffs filed a notice of appeal regarding the demurrer and voluntarily
dismissed the derivative claim alleging corporate waste, which the trial court
dismissed. On November 21, 2001, the California Court of Appeals reversed the
trial court with respect to the demurrer and ruled that the plaintiffs could
assert a personal, non-derivative claim. The Company intends to continue to contest this case vigorously; however, it is
too early at this time to determine the ultimate outcome of this matter and the
extent of the Companys exposure. Included in the estimated costs of
liquidation at December 31, 2003, is approximately $335,000 of estimated legal
costs expected to be incurred in connection with this contingency. 
 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 
 ITEM 5. OTHER INFORMATION None. 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 342 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.
 13




---



##### Table of Contents



SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized. UST Liquidating Corporation
(Registrant)By
    
    /s/ MARC A. WEISMANMarc A. Weisman
DirectorBy
    
    /s/ BARRY S. ROSENSTEINBarry S. Rosenstein
Director
 14




---



##### Table of Contents



EXHIBIT INDEX Exhibit No.
    
    Description31
    
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 342 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.
 15