<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 September 30, 2001

      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 November 8, 2001, were 22,298,598 shares, no par value.





                                       1
<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 September 30, 2001, and the
related condensed consolidated statements of operations and cash flows for the
three-month periods ended September 30, 2001 and 2000. 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 generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

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



GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
November 14, 2001




                                       2
<PAGE>

PART I -- FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                           UST Liquidating Corporation
                      Condensed Consolidated Balance Sheet
                               September 30, 2001
                                   (unaudited)

<Table>
<S>                                                                    <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents                                           $    318,000
   Prepaid expenses                                                          63,000
   Receivable from purchaser, current portion                               722,000
   Deferred income taxes                                                    227,000
                                                                       ------------
       Total current assets                                               1,330,000
                                                                       ------------
Deferred income taxes                                                       280,000
Receivable from purchaser, net of current portion                           731,000
Other assets                                                                 36,000
                                                                       ------------
                                                                          1,047,000
                                                                       ------------
                                                                       $  2,377,000
                                                                       ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                              $     12,000
    Deferred gain and interest current portion                              779,000
                                                                       ------------
        Total current liabilities                                           791,000
Deferred gain and interest, net of current portion                          780,000
                                                                       ------------
        Total liabilities                                                 1,571,000
                                                                       ------------

Shareholders' equity:
   Series A preferred stock, no par value; 1,000,000 shares
     authorized; 9717 shares issued and outstanding; remaining
     liquidation preference, $6,087,630                                     806,000
   Common stock, no par value: 25,000,000 shares authorized,
     22,298,598 shares issued and outstanding                            11,531,000
   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                                                  (11,531,000)
                                                                       ------------
       Total shareholders' equity                                           806,000
                                                                       ------------
                                                                       $  2,377,000
                                                                       ============
</Table>

                             See accompanying notes.


                                       3
<PAGE>

                           UST Liquidating Corporation
                 Condensed Consolidated Statements of Operations
                 Three Months Ended September 30, 2001 and 2000


<Table>
<Caption>
                                                                2001              2000
                                                            (unaudited)       (unaudited)
                                                            ------------      ------------
<S>                                                         <C>               <C>

Net sales                                                   $         --      $  1,451,000
Cost of sales                                                         --           553,000
                                                            ------------      ------------

    Gross profit                                                      --           898,000

Selling, general and administrative expenses                      21,000         1,462,000
                                                            ------------      ------------
                                                                 (21,000)         (564,000)
                                                            ------------      ------------
Other income (expense):
    Gain on sale of assets                                            --         7,416,000
    Interest expense                                                  --           (60,000)
    Interest income                                                2,000             2,000
                                                            ------------      ------------
                                                                   2,000         7,358,000
                                                            ------------      ------------

Income (loss) before income tax                                  (19,000)        6,794,000

Income tax benefit (expense)                                       7,000        (2,288,000)
                                                            ------------      ------------

Net (loss) income                                           $    (12,000)     $  4,506,000
                                                            ============      ============

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.


                                       4
<PAGE>

                           UST Liquidating Corporation
                 Condensed Consolidated Statements of Cash Flows
                 Three Months Ended September 30, 2001 and 2000

<Table>
<Caption>
                                                                           2001              2000
                                                                       (unaudited)       (unaudited)
                                                                       ------------      ------------
<S>                                                                    <C>               <C>

Cash used in operating activities                                      $    (53,000)     $   (395,000)
                                                                       ------------      ------------

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                                                --       (11,277,000)
    Principal payments on long-term debt                                         --        (1,750,000)
                                                                       ------------      ------------

Net cash used in financing activities:                                           --         1,612,000
                                                                       ------------      ------------

Increase (decrease) in cash                                                 (53,000)        1,150,000
Cash and cash equivalents, beginning of period                              371,000           737,000
                                                                       ------------      ------------

Cash and cash equivalents, end of period                               $    318,000      $  1,887,000
                                                                       ============      ============

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


                                       5
<PAGE>

                           UST LIQUIDATING CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF PRESENTATION

The condensed consolidated financial statements of UST Liquidating Corporate
      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 with accounting principals 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 period ended
      September 30, 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 a reserve of $150,000 was applied against the receivable to allow
      for estimated liquidation costs. During the three months ended September
      30, 2001, costs of $44,000 were incurred against the reserve, resulting in
      a remaining reserve balance of $106,000 at September 30, 2001. 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. Interest receivable at September 30, 2001, is
      $59,000, which has been recorded as deferred revenue, and will be
      recognized as income when any contingencies relating to its obligation are
      satisfied.



                                       6
<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 the cash and cash equivalents, the capital stock
      of the Company's subsidiaries, and the assets of Toxguard Systems (which
      have no carrying value at September 30, 2001). 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 to Veeder-Root 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 $12,277,000
      (11,277,00 through September 30, 2001) 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 presenting 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 September
      21, 2000, and through September 30, 2001, 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.



                                       7
<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 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. The Company does not expect that the adoption of
      SFAS No. 144 will have an impact on the financial condition and results of
      operations of the Company.

4.    EARNINGS (LOSS) PER SHARE

      For the three months ended September 30, 2001 and 2000, 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 three months ended September 30, 2001, the Company incurred
      $39,000 of board of director fee expense. The Company incurred board of
      directors fees of $25,000 for the three months ended September 30, 2000.

      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.



                                       8
<PAGE>

                           UST LIQUIDATING CORPORATION

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.    COMMITMENTS AND CONTINGENCIES (CONTINUED)

      LITIGATION (CONTINUED)

      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. The Company is now waiting for a decision from the
      California Court of Appeals. 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.



                                       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, of which $44,000 were incurred during the three months
      ended September 30, 2001, resulting in a reserve balance of $106,000 at
      September 30, 2001. 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.

      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 September 30,
      2001). 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 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. The Company does not expect that the adoption of
      SFAS No. 144 will have an impact on the financial condition and results of
      operations of the Company.





                                       11
<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. The Company is now waiting for a decision from the
California Court of Appeals. 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)


November 16, 2001                   By:  /s/ Marc A. Weisman
                                         --------------------------
                                    Marc A. Weisman
                                    Director


November 16, 2001                   By:  /s/ Barry S. Rosenstein
                                         --------------------------
                                    Barry S. Rosenstein
                                    Director



                                       12