<PAGE>
                     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 March 31, 2002
                                       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 May 13, 2002 were 22,298,598 shares, no par value.





<PAGE>

                         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 March 31, 2002, the related
condensed consolidated statements of operations for the three-month and
nine-month periods ended March 31, 2002 and 2001, and the condensed consolidated
statements of cash flows for the nine months ended March 31, 2002 and 2001.
These 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 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 auditing standards generally accepted in the United States of
America, 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 condensed consolidated financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.




GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
May 13, 2002



                                        2


<PAGE>


PART I -- FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                           UST Liquidating Corporation
                      Condensed Consolidated Balance Sheet
                                 March 31, 2002
                                   (unaudited)

<Table>
<S>                                                                                     <C>
                                          ASSETS

Current assets:
   Cash and cash equivalents                                                            $    201,000
   Prepaid expenses                                                                           35,000
   Receivable from purchaser, current portion                                                682,000
   Deferred income taxes                                                                     283,000
                                                                                        ------------

             Total current assets                                                          1,201,000
                                                                                        ------------

Deferred income taxes                                                                        284,000
Receivable from purchaser, net of current portion                                            794,000
Other assets                                                                                  23,000
                                                                                        ------------

                                                                                           1,101,000

                                                                                        $  2,302,000
                                                                                        ============

                         LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses                                                $      5,000
   Deferred gain and interest, current portion                                               794,000
                                                                                        ------------
             Total current liabilities                                                       799,000

Deferred gain and interest, net of current portion                                           794,000
                                                                                        ------------

             Total liabilities                                                             1,593,000
                                                                                        ------------

Shareholders' equity:
   Series A preferred stock, no par value; 1,000,000 shares
     authorized; 9,717 shares issued and outstanding; remaining
     liquidation preference, $6,332,000                                                      709,000
   Common stock, no par value: 25,000,000 shares authorized,
     22,298,598 shares issued and outstanding                                             11,628,000
   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                                                                   (11,628,000)
                                                                                        ------------

             Total shareholders' equity                                                      709,000
                                                                                        ------------

                                                                                        $  2,302,000
                                                                                        ============
</Table>


                             See accompanying notes



                                        3


<PAGE>


                           UST Liquidating Corporation
                 Condensed Consolidated Statements of Operations
                   Three Months Ended March 31, 2002 and 2001



<Table>
<Caption>
                                                                             2002                 2001
                                                                          (unaudited)         (unaudited)
                                                                         ------------         ------------

<S>                                                                      <C>                  <C>
Net sales                                                                $         --         $         --
Cost of sales                                                                      --                   --
                                                                         ------------         ------------

      Gross profit                                                                 --                   --

Selling, general and administrative expenses                                   22,000               68,000
                                                                         ------------         ------------

                                                                              (22,000)             (68,000)
                                                                         ------------         ------------

Other income:
      Interest income                                                           1,000               21,000
                                                                         ------------         ------------

                                                                                1,000              (21,000)
                                                                         ------------         ------------

Loss before income tax                                                        (21,000)             (47,000)

Income tax benefit                                                              8,000               16,000
                                                                         ------------         ------------

Net loss                                                                 $    (13,000)        $    (31,000)
                                                                         ============         ============

Basic and diluted net loss per share
    applicable to common shareholders (note 4)                           $       0.00         $       0.00
                                                                         ============         ============

Weighted average shares outstanding                                        22,298,598           22,298,598
                                                                         ============         ============
</Table>


                             See accompanying notes.



                                        4


<PAGE>


                           UST Liquidating Corporation
                 Condensed Consolidated Statements of Operations
                    Nine Months Ended March 31, 2002 and 2001



<Table>
<Caption>
                                                                             2002                 2001
                                                                          (unaudited)         (unaudited)
                                                                         ------------         ------------

<S>                                                                      <C>                  <C>
Net sales                                                                $         --         $  1,451,000
Cost of sales                                                                      --              553,000
                                                                         ------------         ------------

      Gross profit                                                                 --              898,000

Selling, general and administrative expenses                                  181,000            1,662,000
                                                                         ------------         ------------

                                                                             (181,000)            (764,000)
                                                                         ------------         ------------
Other income (expense):
      Gain on sale of assets                                                       --            7,416,000
      Interest expense                                                             --              (60,000)
      Interest income                                                           5,000               42,000
                                                                         ------------         ------------

                                                                                5,000            7,398,000
                                                                         ------------         ------------

(Loss) income before income tax                                              (176,000)           6,634,000

Income tax benefit (expense)                                                   67,000           (2,233,000)
                                                                         ------------         ------------

Net (loss) income                                                        $   (109,000)        $  4,401,000
                                                                         ============         ============

Basic and diluted net (loss) income per share
    applicable to common shareholders (note 4)                           $       0.00         $       0.00
                                                                         ============         ============

Weighted average shares outstanding                                        22,298,598           22,298,598
                                                                         ============         ============
</Table>


                             See accompanying notes.



                                        5


<PAGE>


                           UST Liquidating Corporation
                 Condensed Consolidated Statements of Cash Flows
                    Nine Months Ended March 31, 2002 and 2001



<Table>
<Caption>
                                                                              2002              2001
                                                                          (unaudited)        (unaudited)
                                                                         ------------         ------------

<S>                                                                      <C>                  <C>
Cash used in operating activities                                        $   (117,000)        $   (795,000)
                                                                         ------------         ------------

Investing activities:
   Purchase of property and equipment                                              --              (67,000)
                                                                         ------------         ------------

Net cash used in investing activities:                                             --              (67,000)
                                                                         ------------         ------------

Financing activities:
   Proceeds from sale of assets                                                    --           15,089,000
   Costs incurred in sale of assets                                                               (450,000)
   Distributions to shareholders                                                   --          (12,277,000)
   Principal payments on long-term debt                                            --           (1,750,000)
                                                                         ------------         ------------

Net cash provided by financing activities:                                         --              612,000
                                                                         ------------         ------------

Decrease in cash and cash equivalents                                        (117,000)            (250,000)
Cash and cash equivalents, beginning of period                                318,000              737,000
                                                                         ------------         ------------

Cash and cash equivalents, end of period                                 $    201,000         $    487,000
                                                                         ============         ============

Non-cash investing and financing activities:
   Sale of Company assets, net of certain liabilities,
     to Veeder Root Service Company:
         Assets sold                                                                          $  7,918,000
         Receivable                                                                             (1,500,000)
         Liabilities assumed                                                                      (695,000)
         Deferred gain on sale                                                                   1,500,000
         Transaction costs                                                                         450,000
         Cash received                                                                         (15,089,000)
                                                                                              ------------

         Gain on sale                                                                         $ (7,416,000)
                                                                                              ============
</Table>


                             See accompanying notes



                                        6


<PAGE>


                           UST LIQUIDATING CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2001.

       In the opinion of management, all adjustments necessary for a fair
       presentation of the results of operations for the three-month and
       nine-month periods ended March 31, 2002 and 2001, 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.

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 an additional adjustment based on the terms of the Definitive
       Asset Purchase Agreement (the "Agreement"). The Company recognized a gain
       on the sale of $7,416,000. Of the total purchase price, $1,500,000 was
       held back by Veeder-Root to secure indemnity obligations of the Company,
       of which an original reserve of $150,000 was applied against the
       receivable to allow for estimated liquidation costs. During the nine
       months ended March 31, 2002, the Company increased the reserve by
       $127,000 to allow for additional estimated costs of liquidation, and
       $165,000 of costs were incurred against the reserve, resulting in a
       remaining reserve balance of $112,000 at March 31, 2002.

       One-half of the $1,500,000 holdback was to be paid to the Company on
       April 1, 2002, and the remaining portion is to be paid on April 1, 2003.
       The holdback portion due on April 1, 2002, has not yet been received, and
       has been held back by Veeder Root due to potential indemnity obligations
       related to existing litigation (Note 5). The holdback bears interest at
       the prevailing published money market rate available from Citibank in New
       York City. Interest receivable at March 31, 2002, is $87,000, which has
       been recorded as deferred revenue.



                                        7


<PAGE>


                           UST LIQUIDATING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.     SALE OF COMPANY ASSETS, PLAN OF LIQUIDATION, AND MANAGEMENT'S PLANS
       (CONTINUED):

       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 March 31, 2002). In addition, Veeder-Root
       assumed 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.

       Cash proceeds from the sale of $15,089,000 were used to repay the
       outstanding $1.75 million term loan and accrued interest to BankBoston,
       N.A., pay approximately $450,000 of costs incurred in connection with the
       Veeder-Root transaction, and pay a total of $12,277,000 of the
       liquidation preference of the Series A preferred stock.

       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 stockholders.
       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.

       As a result of the Veeder-Root sale, the Company no longer has any
       ongoing business operations, and subsequent to September 21, 2000, the
       Company terminated executive management and employee positions. 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.

       The carrying values of the Company's financial instruments at March 31,
       2002, 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.



                                        8


<PAGE>


                           UST LIQUIDATING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

       In August 2001, the Financial Accounting Standards Board ("FASB") issued
       Statement of Financial Accounting Standard ("SFAS") No. 144, Accounting
       for the Impairment or Disposal of Long-Lived Assets, which addresses
       accounting and financial reporting for the impairment or disposal of
       long-lived assets. This statement is effective for fiscal years beginning
       after December 15, 2001. Adoption of SFAS No. 144 did not have an impact
       on the financial condition and results of operations of the Company.

4.     EARNINGS (LOSS) PER SHARE

       For the three months and nine months ended March 31, 2002 and 2001, net
       income (loss) available to common shareholders is $0 due to the
       allocation of all net income (loss) to the preferred shareholders. The
       allocation of all net income (loss) to the preferred shareholders is due
       to their liquidation preference exceeding the amount of net income,
       resulting in no net income being available to common shareholders.

5.     COMMITMENTS AND CONTINGENCIES

       TRANSACTIONS WITH INVESTORS AND OTHERS

       During the nine months ended March 31, 2002, the Company incurred $78,000
       of board of directors' fees. The Company incurred board of directors'
       fees of $75,000 for the nine months ended March 31, 2001.

       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. 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. The briefing on the appeal has been
       completed and oral argument was heard before the California Court of
       Appeals on October 26, 2001. 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, and in the
       opinion of management, the ultimate resolution of this matter is not
       expected to have a material adverse effect on the Company's financial
       position, results of operations, or cash flows.



                                        9


<PAGE>


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 THROUGH SEPTEMBER 21, 2000

The Company recognized net sales, cost of sales, and gross profit through
September 21, 2000, at which time the Company's operations were sold to
Veeder-Root Service Company ("Veeder-Root"). Selling, general and administrative
expenses through September 21, 2000, include $275,000 of expense incurred in
connection with employment termination costs paid to former officers of the
Company. Selling, general and administrative expense also includes approximately
$125,000 of legal and professional fees.

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") 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 used the
proceeds from the sale, $15,089,000 to pay (i) all legal, accounting, investment
banking and other fees and expenses related to the transaction, (approximately
$450,000) (ii) the repayment in full of $1.75 million in principal plus accrued
interest and other charges of $253,000 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. The Company 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.

Of the total purchase price, $1,500,000 was held back by Veeder-Root to secure
indemnity obligations of the Company, of which an original reserve of $150,000
was applied against the receivable to allow for estimated liquidation costs.
During the nine months ended March 31, 2002, the Company increased the reserve
by $127,000 to allow for additional estimated costs of liquidation, and $165,000
of costs were incurred against the reserve, resulting in a remaining reserve
balance of $112,000 at March 31, 2002.



                                       10


<PAGE>


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. The
Company recognized a gain on the sale of $7,416,000. Of the total purchase
price, $1,500,000 has been held back by Veeder-Root to secure indemnity
obligations of the Company. A reserve of $150,000 was originally applied against
the receivable to allow for estimated liquidation costs. During the nine months
ended March 31, 2002, the Company increased the reserve by $127,000 to allow for
additional estimated costs of liquidation, and $165,000 of costs were incurred
against the reserve, resulting in a remaining reserve balance of $112,000 at
March 31, 2002.

One-half of the $1,500,000 holdback was to be paid to the Company on April 1,
2002, and the remaining portion is to be paid on April 1, 2003. The holdback
portion due on April 1, 2002, has not yet been received, and has been held back
due to potential indemnity obligations related to existing litigation (Note 5).
The holdback bears interest at the prevailing published money market rate
available from Citibank in New York City. Interest receivable at March 31, 2002,
is $87,000, which has been recorded as deferred revenue.

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 March 31, 2002). In addition, Veeder-Root
assumed 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 Fleet National Bank (f/k/a BankBoston), 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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses accounting and
financial reporting for the impairment or disposal of long-lived assets. This
statement is effective for fiscal years beginning after December 15, 2001.
Adoption of SFAS No. 144 did not have an impact on the financial condition and
results of operations of the Company.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses an related disclosures of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to the reserve for liquidation costs, contingencies (litigation),
and deferred income taxes. We base our estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which for the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ form these estimates under different
assumptions or conditions.

We believe the following are the more significant accounting policies and
methods used by the Company:

     -    Reserve for liquidation costs

     -    Contingencies (litigation)

     -    Deferred income taxes



                                       11
<PAGE>

RESERVE FOR LIQUIDATION COSTS

The Company's reserve for liquidation costs is based on management's best
estimates of costs to be incurred in preserving the value of the Company's
remaining assets in order to make distributions to the Company's Series A
preferred shareholders. The Company's management uses its judgment based on
available facts and circumstances. This reserve is reevaluated and adjusted as
additional information is received that impacts the amount of the reserve. It is
at least reasonably possible that the reserve for liquidation costs will change
in the near term, and these changes could be material.

CONTINGENCIES (LITIGATION)

The Company is involved in a class action complaint as discussed in Note 5 to
the financial statements. The Company intends to continue 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 on the Company's
financial position, results of operations, or cash flows.

DEFERRED INCOME TAXES

We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. The Company regularly reviews its deferred tax assets for
recoverability and establishes a valuation allowance, if determined to be
necessary.



                                       12


<PAGE>


PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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. 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. The briefing on the appeal has
been completed and oral argument was heard before the California Court of
Appeals on October 26, 2001. 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, and in the opinion of management, the
ultimate resolution of this matter is not expected to have a material adverse
effect on the Company's financial position, results of operations, or cash
flows.

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)

May 15, 2002                    By: /s/ MARC A. WEISMAN
                                    -------------------
                                    Marc A. Weisman
                                    Director


May 15, 2002                    By  /s/ BARRY S. ROSENSTEIN
                                    -----------------------
                                    Barry S. Rosenstein
                                    Director



                                       13