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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 SECURITIESEXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2004OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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
 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. þ Yes
o No State the number of shares outstanding of each of the issuers classes of common equity, as of
February 10, 2005 were 22,298,598 shares, no par value.




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSISITEM 3. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITS AND REPORTS ON FORM 8-KSIGNATURESExhibit IndexCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906    Table of Contents  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2004, the related condensed consolidated statements
of operations for the three-month and six-month periods ended December 31, 2004 and 2003, and the
related condensed consolidated statements of cash flows for the six-month periods ended December
31, 2004 and 2003. These interim condensed consolidated financial statements are the responsibility
of the Companys management. We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States). 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
standards of the Public Company Accounting Oversight Board (Untied States), 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. GHP HORWATH, P.C. Denver, Colorado
February 10, 2005 2




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PART I  FINANCIAL INFORMATION 
 ITEM 1. FINANCIAL STATEMENTS
 UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2004
(UNAUDITED) ASSETSCurrent and total assets:Cash
    
    $
    905,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    55,000Estimated costs of liquidation (Note 2)
    
    
    309,000Total current liabilities
    
    
    364,000Estimated costs of liquidation, net of current portion (Note 2)
    
    
    256,000Total liabilities
    
    
    620,000Contingency (Note 5)Shareholders equity (Notes 3 and 4):Series A preferred stock, no par value; 1,000,000 shares
authorized; 9,717 shares issued and outstanding; remaining
liquidation preference, $10,001,000
    
    
    285,000Common stock, no par value; 25,000,000 shares authorized,
22,298,598 shares issued and outstanding
    
    
    12,070,000Class 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
    
    
    (12,070,000
    )Total shareholders equity
    
    
    285,000Total liabilities and shareholders equity
    
    $
    905,000
 See notes to unaudited condensed consolidated financial statements. 3




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UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED) 2004
    
    
    2003General and administrative expenses (Note 4)
    
    $
    (3,000
    )
    
    $
    (6,000
    )Other income:Interest income
    
    
    2,000
    
    
    
    2,000Net loss
    
    $
    (1,000
    )
    
    $
    (4,000
    )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




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UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED) 2004
    
    
    2003Estimated costs of liquidation (Note 2)
    
    $
    
    
    
    $
    (200,000
    )General and administrative expenses (Note 4)
    
    
    (6,000
    )
    
    
    (12,000
    )(6,000
    )
    
    
    (212,000
    )Other income:Gain on sale of assets (Note 2)
    
    
    
    
    
    
    1,149,000Interest income (Note 2)
    
    
    4,000
    
    
    
    92,0004,000
    
    
    
    1,241,000(Loss) income before income tax
    
    
    (2,000
    )
    
    
    1,029,000Income tax expense
    
    
    
    
    
    
    (410,000
    )Net (loss) income
    
    $
    (2,000
    )
    
    $
    619,000Basic 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
 See notes to unaudited condensed consolidated financial statements. 5




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UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED) 2004
    
    
    2003Net cash (used in) provided by operating activities, and
(decrease) increase in cash
    
    $
    (85,000
    )
    
    $
    1,034,000Cash, beginning of period
    
    
    990,000
    
    
    
    26,000Cash, end of period
    
    $
    905,000
    
    
    $
    1,060,000
 See notes to unaudited condensed consolidated financial statements. 6




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UST LIQUIDATING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003  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, 2004. In the opinion of management, all adjustments necessary for a fair presentation of the results
of operations for the three-month and six-month periods ended December 31, 2004 and 2003,
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. Interest accrued on the holdback at the prevailing
published money market rate available from Citibank in New York City. 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 quarter 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, 2004. 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) 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. 7




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UST LIQUIDATING CORPORATION NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (CONTINUED) SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003  2.
    SALE OF COMPANY ASSETS, PLAN OF LIQUIDATION, AND
MANAGEMENTS PLANS (CONTINUED): 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. Effective September 21, 2000, holders of a majority of the Companys issued and
outstanding common stock adopted 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, 2004, the
Company has recorded a $565,000 accrual for estimated liquidation costs, which primarily
represents estimated costs to defend the Company against existing legal claims (Note 5). The carrying values of the Companys assets and liabilities at December 31, 2004, 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, and the results could be material. 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 preferred
shareholders. Distributions are first made to Series A preferred shareholders to satisfy the
liquidation preference on the Series A preferred stock. At December 31, 2004, the Series A
preferred stock has a liquidation preference of $10,001,000, 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-month and six-month periods ended December 31, 2004 and 2003, have been
allocated to the preferred shareholders. 8




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UST LIQUIDATING CORPORATION NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (CONTINUED) SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003  3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): EARNINGS (LOSS) PER SHARE: For the three-month and six-month periods ended December 31, 2004 and 2003, 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 ($285,000). Therefore, the
preferred shareholders are being allocated all net income (loss), resulting in no net income
(loss) being allocated to common shareholders (Note 2). 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 TRANSACTIONS: CAPITAL TRANSACTIONS: During the six months ended December 31, 2004, a member of the board of directors provided
services to the Company valued at approximately $6,000, which has been recorded as general and
administrative expense. These services were primarily administrative and managerial in nature,
and performed in order to manage the Companys ongoing liquidation process and litigation. The
services were provided for no consideration, and therefore this was accounted for as a capital
transaction (an increase in shareholders equity). Contributed services were not considered
material during the six months ended December 31, 2003. OTHER: During the quarter ended September 30, 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. 9




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UST LIQUIDATING CORPORATION NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (CONTINUED) SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003  5.
    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 transaction. After filing the complaint, the Plantiffs sought a preliminary injunction, which was denied.
Subsequently, defendants demurrer to the complaint was sustained, without leave to amend. The
Court of Appeal reversed, though it did limit the scope of the Plaintiffs case, and the parties
have been litigating the case following the appellate court reversal. A trial has been
scheduled for October 2005. However, it is too early at this time to determine the ultimate
outcome of this matter and the nature and extent of the Companys exposure. Included in the estimated costs of liquidation at December 31, 2004, is approximately $500,000
of estimated legal costs expected to be incurred in connection with this contingency. 10




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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. RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003 The Company recognized general and administrative expenses during the six months ended December 31,
2004 of $6,000, compared to $12,000 during the six months ended December 31, 2003. General and
administrative expense during the three-month and six-month periods ended December 31, 2004 ($3,000
per quarter) represents managements estimate of services contributed by a member of the board of
directors. These services were primarily administrative and managerial in nature, and performed in
order to manage the Companys ongoing liquidation process and litigation. These services were
provided for no consideration, and therefore this was accounted for as a capital transaction (an
increase in shareholders equity). Contributed services are not considered material during the six
months ended December 31, 2003. General and administrative expense of $12,000 for the six months
ended December 31, 2003 represents insurance expense. During the six months ended December 31,
2003 the Company also increased the estimated costs of liquidation by $200,000, primarily for
estimated legal costs. FINANCIAL CONDITION AND LIQUIDITY On September 21, 2000, the Company sold substantially all of its assets, net of certain
liabilities, to Veeder-Root Service Company (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. As a result, the Company recorded a $1,149,000 gain on the sale of assets during the
quarter ended September 30, 2004. 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, 2004. 11




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Effective September 21, 2000, holders of the majority of the Companys issued and outstanding
common stock adopted a plan of liquidation (the 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, 2004, the Company has recorded a $565,000 accrual for
estimated liquidation costs, which primarily represents estimated costs to defend the Company
against legal claims. 12




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ITEM 3. CONTROLS AND PROCEDURES Within 90 days of the filing of this Form 10-QSB, an evaluation was carried out by our Charimen of
the Board of Directors of the effectiveness of our disclosure controls and procedures. Disclosure
controls and 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 Chairmen of the
Board of Directors concluded that as of December 31, 2004, 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. 13




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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 transaction. After filing the complaint, the Plantiffs sought a preliminary injunction, which was denied.
Subsequently, defendants demurrer to the complaint was sustained, without leave to amend. The
Court of Appeal reversed, though it did limit the scope of the Plaintiffs case, and the parties
have been litigating the case following the appellate court reversal. A trial has been scheduled
for October 2005. However, it is too early at this time to determine the ultimate outcome of this
matter and the nature and extent of the Companys exposure. Included in the estimated costs of liquidation at December 31, 2004, is approximately $500,000 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 31.1
    
    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.
 14




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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
 15




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Exhibit Index 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.