<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended December 31, 2000

      OR

[ ]  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.)
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

California                                                   95-2873757
----------                                                   ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

536 Pacific Avenue San Francisco, California                 94133
--------------------------------------------                 -----
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:          (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 [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of February 9, 2001, were 22,298,598 shares, no par value.


<PAGE>   2

                         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 (f/k/a USTMAN Technologies, Inc.) as of
December 31, 2000, and the related condensed consolidated statements of
operations and cash flows for the three-month and six-month periods then ended.
These financial statements are the responsibility of the Company's management.

We conducted our review 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 to financial
data 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 review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.



GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
February 9, 2001



                                       2
<PAGE>   3
\
PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           UST Liquidating Corporation

                      Condensed Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                                            2000
                                                                                        (unaudited)
                                                                                        ------------
<S>                                                                                     <C>
Assets:
        Current assets:
            Cash and cash equivalents                                                   $    622,000
                                                                                        ------------
        Total current assets                                                                 622,000
                                                                                        ------------

        Deferred income taxes                                                                624,000
        Receivables from purchaser:
           Hold-back receivable (net of reserve of $150,000)                               1,350,000
           Interest receivable                                                                16,000
                                                                                        ------------
                                                                                           1,990,000
                                                                                        ------------
                                                                                        $  2,612,000
                                                                                        ============

Liabilities and Shareholders' Equity:
 Current liabilities:
     Accounts payable                                                                   $    109,000
                                                                                        ------------
 Total current liabilities                                                                   109,000
                                                                                        ------------

 Deferred gain on sale                                                                     1,500,000
                                                                                        ------------

        Total Liabilities                                                                  1,609,000
                                                                                        ------------

 Shareholders' equity:
        Series A preferred stock, no par value: 1,000,000 shares authorized, none
       issued and outstanding at December 31, 2000; remaining liquidation preference,
       $6,423,960                                                                          1,003,000
        Common stock, no par value:  40,000,000 shares authorized, 22,298,598 shares
       issued and outstanding at December 31, 2000                                        11,303,000
        Class 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                                                              (11,303,000)
                                                                                        ------------
 Total shareholders' equity                                                                1,003,000
                                                                                        ------------
                                                                                        $  2,612,000
                                                                                        ============
</TABLE>

                             See accompanying notes


                                       3
<PAGE>   4

                           UST Liquidating Corporation


                 Condensed Consolidated Statements of Operations
                  Three Months Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                                          2000              1999
                                                                       (unaudited)        (unaudited)
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
Net sales                                                              $         --      $  1,745,000
Cost of sales                                                                    --           549,000
                                                                       ------------      ------------

       Gross profit                                                              --         1,196,000
                                                                       ------------      ------------

Selling, general and administrative expenses                                157,000           964,000
Write off of deferred rights offering costs                                      --           138,000
                                                                       ------------      ------------
                                                                           (157,000)        1,102,000
                                                                       ------------      ------------
                                                                           (157,000)           94,000
                                                                       ------------      ------------
Other income (expense):
    Gain on sale of assets                                                   25,000                --
    Interest expense                                                             --           (88,000)
    Interest income                                                          19,000             2,000
                                                                       ------------      ------------
                                                                             44,000           (86,000)
                                                                       ------------      ------------

(Loss) income before income tax benefit                                    (113,000)            8,000

Income tax benefit                                                           39,000                --
                                                                       ------------      ------------

Net (loss) income                                                      $    (74,000)     $      8,000
                                                                       ============      ============

Basic and diluted net (loss) income per share applicable to
    common shareholders                                                $       0.00      $       0.00
                                                                       ============      ============

Weighted average shares outstanding                                      22,298,598        20,221,108
                                                                       ============      ============
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>   5

                           UST Liquidating Corporation


                      Consolidated Statements of Operations
                   Six Months Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                                    2000              1999
                                                                 (unaudited)       (unaudited)
                                                                ------------      ------------
<S>                                                             <C>               <C>
Net sales                                                       $  1,451,000      $  3,455,000
Cost of sales                                                        553,000         1,108,000
                                                                ------------      ------------
        Gross profit                                                 898,000         2,347,000
                                                                ------------      ------------

Selling, general and administrative expenses                       2,070,000         1,922,000
Write off of deferred rights offering costs                               --           138,000
                                                                ------------      ------------
                                                                   2,070,000         2,060,000
                                                                ------------      ------------
                                                                  (1,172,000)          287,000
                                                                ------------      ------------

Other income (expense):
    Gain on sale of assets                                         7,892,000                --
    Interest expense                                                 (60,000)         (175,000)
    Interest income                                                   21,000             4,000
                                                                ------------      ------------
                                                                   7,853,000          (171,000)
                                                                ------------      ------------

Income before income tax expense                                   6,681,000           116,000

Income tax expense                                                 2,249,000                --
                                                                ------------      ------------
Net income                                                      $  4,432,000      $    116,000
                                                                ============      ============

Basic and diluted net income per share applicable to common
     shareholders
                                                                $        .00      $        .01
                                                                ============      ============

Weighted average shares outstanding                               22,298,598        20,050,176
                                                                ============      ============
</TABLE>


                             See accompanying notes.


                                       5
<PAGE>   6

                           UST Liquidating Corporation

                 Condensed Consolidated Statements of Cash Flows
                   Six Months Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                       2000              1999
                                                                    (unaudited)       (unaudited)
                                                                   ------------      ------------
<S>                                                                <C>               <C>
 Operating activities:
        Net income                                                 $  4,432,000      $    116,000
        Adjustments to reconcile net income to net cash
           provided by (used in) operating activities:
         Depreciation                                                    49,000           115,000
         Amortization of intangible assets                              228,000           455,000
         Amortization of debt issue costs included in interest
           expense                                                       16,000            10,000
         Amortization of deferred compensation cost                      62,000            62,000
         Decrease in deferred income taxes                            2,111,000                --
         Gain on sale of assets                                      (7,892,000)               --
         Write off deferred costs                                            --           138,000
         Loss on sale of equipment                                           --             2,000
         Net changes in operating assets and liabilities               (209,000)         (419,000)
                                                                   ------------      ------------
 Net cash provided by (used in) operating activities                 (1,203,000)          479,000
                                                                   ------------      ------------

Investing activities:
        Purchase of property and equipment                                   --          (161,000)
                                                                   ------------      ------------
 Net cash used in investing activities:                                      --          (161,000)
                                                                   ------------      ------------

 Financing activities:
        Proceeds from sale of assets                                 15,115,000                --
        Distributions to shareholders                               (12,277,000)               --
        Principal payments on long-term debt                         (1,750,000)         (250,000)
                                                                   ------------      ------------
 Net cash provided by (used in) financing activities:                 1,088,000          (250,000)
                                                                   ------------      ------------

 Increase (decrease) in cash                                           (115,000)           68,000
 Cash and cash equivalents, beginning of period                         737,000           411,000
                                                                   ------------      ------------
 Cash and cash equivalents, end of period                          $    622,000      $    479,000
                                                                   ============      ============

Sale of Company assets to Veeder-Root Service Company:
 Assets sold                                                       $  7,918,000
Liabilities assumed by Veeder-Root                                     (695,000)
      Cash received from Veeder-Root                                (15,115,000)
                                                                   ------------

      Gain on sale                                                 $ (7,892,000)
                                                                   ============
</TABLE>


                             See accompanying notes.


                                       6
<PAGE>   7

                           UST Liquidating Corporation

              Notes to Condensed Consolidated Financial Statements

    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, and accordingly the
    Company revalued its assets and liabilities to the amounts expected to be
    collected and paid during the liquidation period. Although certain
    information and footnote disclosures normally included in financial
    statements prepared in accordance with generally accepted accounting
    principles 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, 2000.

    In the opinion of management, all adjustments necessary for a fair
    presentation of the results of operations for the three and six months ended
    December 31, 2000 and 1999 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.

    Certain amounts for the prior period have been reclassified to conform to
    the current period presentation.

    SALE OF COMPANY ASSETS AND PLAN OF LIQUIDATION

    On September 21, 2000, the Company sold substantially all of the assets of
    the Company, net of certain liabilities to Veeder-Root Service Company
    ("Veeder-Root"), a wholly-owned subsidiary of Danaher Corporation (a
    publicly traded company) for $16,614,700, subject to 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. One-half
    of the holdback is to be paid to the Company on April 1, 2002, and the
    remaining portion is to be paid on April 1, 2003. The holdback bears
    interest at the prevailing published money market rate available from
    Citibank in New York City.

    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, Inc. (which have
    no carrying value at December 31, 2000). In addition, Veeder-Root assumed
    substantially all liabilities and obligations of the Company, except those
    of Toxguard Systems, Inc., the unpaid principal and accrued interest due
    under the Company's credit facility with BankBoston, N.A., the obligation
    under the Series A Preferred Stock liquidation preference, and certain other
    liabilities including transaction costs incurred in connection with the
    Veeder-Root transaction, and income taxes.


                                       7
<PAGE>   8

                           UST Liquidating Corporation

              Notes to Condensed Consolidated Financial Statements

    SALE OF COMPANY ASSETS AND PLAN OF LIQUIDATION (CONTINUED)

    Cash proceeds from the sale to Veeder-Root of $15,114,700 were used to repay
    the outstanding $1.75 million term loan and accrued interest to BankBoston,
    N.A., pay costs incurred in connection with the Veeder-Root transaction and
    partially pay the liquidation preference of the Series A Preferred Stock.
    During the quarter ended September 30, 2000, $11,277,000 was paid to the
    Series A Preferred shareholders. An additional $1,000,000 was paid to the
    Series A Preferred shareholders during the quarter ended December 31, 2000.
    At December 31, 2000, the remaining liquidation preference amount estimated
    to be paid to the Series A Preferred shareholders is $1,003,000. 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 common shareholders. Any proceeds to be received upon the
    release of the held back portion of the sales price are to be used to pay
    costs associated with preserving the value of the Company's remaining assets
    (primarily proceeds from the sale), 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.

    Upon effecting the transaction with Veeder-Root, the Company no longer has
    any ongoing business operations, and subsequent to September 21, 2000, the
    Company terminated executive management and employee positions. Further, 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 the date of sale, the Company will
    not engage in any business, except for preserving the value of the Company's
    remaining assets (primarily proceeds from the sale) 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.

    EARNINGS (LOSS) PER SHARE

    For the six months ended December 31, 2000, net income, applicable to common
    shareholders, is reduced to $0 due to the allocation of the Series A
    Preferred Stock distributions in excess of the carrying value of the
    Preferred Stock, which represents a return on investment to the preferred
    shareholders and a reduction in earnings available to common shareholders.

    Basic and diluted net income per share are the same for the three-months and
    six-months ended December 31, 1999, because the exercise price on options
    outstanding exceeded the Company's average price during the three and six
    months ended December 31, 1999.


                                       8
<PAGE>   9

    INVESTOR AND OTHER TRANSACTIONS

    During the six months ended December 31, 2000, the Company incurred $105,000
    of board of directors fees, compared to $50,000 for the six months ended
    December 31, 1999.

    EQUITY

    The Company incurred $31,000 and $62,000 of stock-based compensation expense
    during the three and six months ended December 31, 2000 and 1999,
    respectively.

    LITIGATION

    On June 8, 2000, a complaint was filed against the Company and certain other
    parties, on behalf of certain common shareholders of the Company, 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
    Company, and certain other parties have filed a demurrer to plaintiffs'
    first amended complaint contending that plaintiffs have failed to state a
    valid cause of action. The defendants have approximately 60 days to file a
    notice of appeal with respect to the granting of defendants' demurrer, as by
    order dated January 22, 2001, the plaintiffs' derivative action was
    dismissed in its entirety. The Company intends to contest this case
    vigorously, and in the opinion of management, the ultimate resolution of
    this matter is not expected to have a material adverse effect of the
    Company's financial position, results of operations, or cash flows.


                                       9
<PAGE>   10

    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, 2000
    COMPARED TO THE THREE AND SIX MONTHS ENDED DECEMBER 31, 1999

    On September 21, 2000 the Company closed the sale of substantially all of
    its assets to Veeder-Root in accordance with the terms of the definitive
    asset purchase agreement ("the agreement") executed by the parties on July
    21, 2000. Upon the closing of the sale, the Company ceased day-to-day
    operations, all of which were assumed by Veeder-Root. The Company is using
    the proceeds from the sale, $15,114,700 to pay (i) all legal, accounting,
    investment banking and other fees and expenses related to the transaction,
    (ii) the repayment in full of $1.7 million in principal plus accrued
    interest and other charges of $253,467 to Fleet National Bank (f/k/a
    BankBoston), and (iii) partial repayment of the approximately $17,500,000
    liquidation preference with respect to the Company's issued and outstanding
    Series A Convertible Preferred Stock. As a consequence, there will not be
    any proceeds available for distribution to the holders of the Company's
    common stock. Sale proceeds of $1,500,000 are being held back to secure
    indemnity obligations and will be released 50% on April 1, 2002 and 50% on
    April 1, 2003. The Company presently intends to eventually wind up its
    affairs and liquidate and dissolve the Company. The Company believes that
    revenues and expenses subsequent to the transaction will represent a minimal
    continuing impact to the Company.

    In accordance with the terms of the agreement, Veeder Root delivered to the
    Company an unaudited consolidated balance sheet within 60 days after the
    Closing Date. The $25,000 additional gain on sale of assets is a result of
    the Veeder Root review and preparation of the balance sheet.

    FINANCIAL CONDITION AND LIQUIDITY

    On September 21, 2000, the Company sold substantially all of the assets of
    the Company, net of certain liabilities to Veeder-Root Service Company
    ("Veeder-Root"), a wholly-owned subsidiary of Danaher Corporation (a
    publicly traded company) for $16,614,700, subject to 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. The
    holdback bears interest at the prevailing published money market rate
    available from Citibank in New York City. One-half of the holdback is to be
    paid to the Company on April 1, 2002, and the remaining portion is to be
    paid on April 1, 2003.


                                       10
<PAGE>   11

    The assets sold by the Company pursuant to the Agreement include 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, 2000). In addition,
    Veeder-Root is to assume substantially all liabilities and obligations of
    the Company, except those of Toxguard Systems, the unpaid principal and
    accrued interest due under the Company's credit facility with BankBoston,
    N.A., the obligation under the Series A Preferred Stock liquidation
    preference, and certain other liabilities including transaction costs
    incurred in connection with the Veeder-Root transaction, and income taxes.

    On August 16, 2000, the Company's board of directors unanimously approved a
    Plan of Liquidation. The Plan of Liquidation provides that after the sale,
    the Company will not engage in any business, except for preserving the net
    value of the Company's remaining assets (primarily proceeds from the sale)
    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.


                                       11
<PAGE>   12

                          PART II -- OTHER INFORMATION

    ITEM 3. LEGAL PROCEEDINGS

    On June 8, 2000, a class action complaint was filed by Stourbridge
    Investments Ltd. against the Company, Barry S. Rosenstein, Marc A. Weisman,
    Dan R. Cook, Danaher Corporation, Buyer and RSP Capital, L.L.C. alleging
    breach of fiduciary duty in connection with the transactions completed by
    the Agreement. On August 24, 2000, the complaint was amended to including
    the allegation of corporate waste, and change the named plaintiffs and
    defendants. Specifically, Joseph Dilillo and David L. Timmons replaced
    Stourbridge Investments Ltd. as the named plaintiffs, and David Shapiro,
    Michael Lerner, Sagaponack Partners, L.P., Sagaponack International
    Partners, L.P. and Sagaponack International Holdings, L.L.C. have been added
    as named defendants. Defendants are required to answer the amended complaint
    by September 29, 2000. In addition, plaintiffs filed a Motion for a
    Preliminary Injunction on August 25, 2000. Defendants' filed their
    opposition to this Motion on September 8, 2000, and the Plaintiffs' filed
    their reply to Defendants' opposition on September 13, 2000. The preliminary
    injunction hearing was held on September 18, 2000 in Los Angeles Superior
    Court, and the motion for a Preliminary Injunction was denied in all
    respects. The Company, Barry Rosenstein, Marc Weisman and RSP Capital LLC
    have filed a demurer to plaintiffs' first amended complaint contending that
    plaintiffs have failed to state a valid cause of action. The demurrer
    asserts that plaintiffs' direct claim on behalf of individual shareholders
    is barred as a matter of law because they cannot pursue a claim on behalf of
    the Company. The demurrer further asserts that plaintiffs lack standing to
    pursue their derivative claim, or second cause of action, because they have
    not complied with the statutory procedures for filing a derivative action on
    behalf of the Company; namely they did not make a demand on the Board, and
    they did not demonstrate that such a demand would be futile. At a hearing on
    October 11, 2000, the defendants' demurrer was granted. The defendants have
    approximately 60 days to file a notice of appeal with respect to the
    granting of defendants' demurrer, as by order dated January 22, 2001, the
    plaintiffs' derivative action was dismissed in its entirety.

    ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    In accordance with the applicable provisions of the California General
    Corporation Law, in December 2000, stockholders of the Company owning a
    majority of the issued and outstanding shares of the common stock executed
    and delivered a majority written consent in lieu of a meeting voting for
    Barry Rosenstein, Marc Weisman, David Shapiro and Michael Lerner as
    directors of the Company with respect to the calendar year 2000.

    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

           NONE


                                       12
<PAGE>   13

                                   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)


    Date:    2/14/01                     By  /s/ Marc A. Weisman
           -----------                      ------------------------------------
                                             Marc A. Weisman
                                             Director


    Date:    2/14/01                     By  /s/ Barry S. Rosenstein
           -----------                      ------------------------------------
                                             Barry S. Rosenstein
                                             Director