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U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-QSB
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to .
 COMMISSION FILE NUMBER: 0-16011
 UST LIQUIDATING CORPORATION (F/K/A USTMAN TECHNOLOGIES, INC.)
  California
    
    95-2873757(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 201 Post Street, Suite 100 San Francisco, California
    
    94108(Address of principal executive offices)
    
    (Zip Code)
 Issuers telephone number:
    
    (415) 989-7770
  þ o
 þ o




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSUST LIQUIDATING CORPORATION CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION DECEMBER 31, 2006 (UNAUDITED)UST LIQUIDATING CORPORATION CONSOLIDATED STATEMENTS
OF LIQUIDATING ACTIVITIES THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005 (UNAUDITED)UST LIQUIDATING CORPORATION CONSOLIDATED STATEMENTS
OF LIQUIDATING ACTIVITIES SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005 (UNAUDITED)SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005UST LIQUIDATING CORPORATIONNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005UST LIQUIDATING CORPORATIONNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005ITEM 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-KSIGNATURESCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 UST LIQUIDATING CORPORATION
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
DECEMBER 31, 2006
(UNAUDITED)
 ASSETSCash
    
    $
    26,000LIABILITIESAccounts payable
    
    $
    117,000Estimated costs of liquidation (Note 2)
    
    
    41,000Total liabilities
    
    
    158,000Contingency (Note 5)NET LIABILITIES IN LIQUIDATION
    
    $
    (132,000
    )
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UST LIQUIDATING CORPORATION
CONSOLIDATED STATEMENTS OF LIQUIDATING ACTIVITIES
THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005
(UNAUDITED)
 2006
    
    
    2005Sources of additional cash:Interest income
    
    $
    
    
    
    $
    5,000Additional uses of cash:Professional fees
    
    
    (19,000
    )
    
    
    (105,000
    )Net uses of cash
    
    
    (19,000
    )
    
    
    (100,000
    )Adjustments
of estimated values:(Increase)
decrease in estimated costs to liquidate
    
    
    (9,000
    )
    
    
    96,000Payment of
accounts payable by related party (Note 4)
    
    
    68,000
    
    
    
    Total
adjustments of estimated values
    
    
    59,000
    
    
    
    96,000Decrease in net liabilities (assets) in liquidation
    
    
    40,000
    
    
    
    (4,000
    )Beginning net (liabilities) assets in liquidation
    
    
    (172,000
    )
    
    
    4,000Ending net liabilities in liquidation
    
    $
    (132,000
    )
    
    $
    Basic and diluted net (loss) income per share applicable
to common shareholders (Note 3)
    
    $
    0
    
    
    $
    0Weighted average number of common shares outstanding
    
    
    22,298,598
    
    
    
    22,298,598
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UST LIQUIDATING CORPORATION
CONSOLIDATED STATEMENTS OF LIQUIDATING ACTIVITIES
SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005
(UNAUDITED)
 2006
    
    
    2005Sources of additional cash:Interest income
    
    $
    1,000
    
    
    $
    9,000Additional uses of cash:Professional fees
    
    
    (78,000
    )
    
    
    (161,000
    )Net uses of cash
    
    
    (77,000
    )
    
    
    (152,000
    )Adjustments
of estimated values:Decrease in
estimated costs to liquidate
    
    
    50,000
    
    
    
    152,000Payment of
accounts payable by related party (Note 4)
    
    
    68,000
    
    
    
    Total
adjustments of estimated values
    
    
    118,000
    
    
    
    152,000Decrease in net liabilities in liquidation
    
    
    41,000
    
    
    
    Beginning net liabilities in liquidation
    
    
    (173,000
    )
    
    
    Ending net liabilities in liquidation
    
    $
    (132,000
    )
    
    $
    Basic and diluted net (loss) income per share applicable
to common shareholders (Note 3)
    
    $
    0
    
    
    $
    0Weighted average number of common shares outstanding
    
    
    22,298,598
    
    
    
    22,298,598
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UST LIQUIDATING CORPORATION
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005
 1. BASIS OF PRESENTATION:
   2. PLAN OF LIQUIDATION AND MANAGEMENTS PLANS:
    5




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UST LIQUIDATING CORPORATION
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005
 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 USE OF ESTIMATES:
  EARNINGS (LOSS) PER SHARE:
 Earnings Per Share
 ESTIMATED COSTS OF LIQUIDATION:
  RECLASSIFICATION:
  4. RELATED PARTY TRANSACTIONS:
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UST LIQUIDATING CORPORATION
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005
 5. LITIGATION:
   7




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
  RESULTS OF LIQUIDATING ACTIVITIES FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005
  LIQUIDITY AND CAPITAL RESOURCES
   
 ITEM 3. CONTROLS AND PROCEDURES
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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  31.1
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  UST Liquidating Corporation
(Registrant)February 14, 2007
    By
    /s/ Marc A. WeismanMarc A. WeismanDirectorFebruary 14, 2007
    By
    /s/ Barry S. RosensteinBarry S. RosensteinDirector 10




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31.1
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.