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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, 2005
 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)
 (415) 989-7770
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
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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 302    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005
(UNAUDITED)
 ASSETSCurrent and total assets:Cash
    
    $
    672,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    189,000Estimated costs of liquidation (Note 2)
    
    
    223,000Total current liabilities
    
    
    412,000Estimated costs of liquidation, net of current portion (Note 2)
    
    
    260,000Total liabilities
    
    
    672,000Contingency (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, $11,600,000
    
    
    -Common stock, no par value: 25,000,000 shares authorized,
22,298,598 shares issued and outstanding
    
    
    12,367,000Class 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
    
    
    (12,367,000
    )Total shareholders equity
    
    
    -Total liabilities and shareholders equity
    
    $
    672,000
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UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
(UNAUDITED)
 2005
    
    
    2004General and administrative expenses (Note 4)
    
    $
    (3,000
    )
    
    $
    (3,000
    )Estimated costs of liquidation (Note 2)
    
    
    (9,000
    )
    
    
    (12,000
    )
    
    
    (3,000
    )Other income:Interest income
    
    
    5,000
    
    
    
    2,000Net loss
    
    $
    (7,000
    )
    
    $
    (1,000
    )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
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UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2005 AND 2004
(UNAUDITED)
 2005
    
    
    2004General and administrative expenses (Note 4)
    
    $
    (6,000
    )
    
    $
    (6,000
    )Estimated costs of liquidation (Note 2)
    
    
    (9,000
    )
    
    
    (15,000
    )
    
    
    (6,000
    )Other income:Interest income
    
    
    9,000
    
    
    
    4,000Net loss
    
    $
    (6,000
    )
    
    $
    (2,000
    )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
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UST LIQUIDATING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2005 AND 2004
(UNAUDITED)
 2005
    
    
    2004Operating activities:Net cash used in operating activities and decrease in cash
    
    $
    (153,000
    )
    
    $
    (85,000
    )Cash, beginning of period
    
    
    825,000
    
    
    
    990,000Cash, end of period
    
    $
    672,000
    
    
    $
    905,000Supplemental disclosure of non-cash investing activities:Contribution of services by a member of the board of
directors
    
    $
    6,000
    
    
    $
    6,000
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UST LIQUIDATING CORPORATION
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SIX MONTHS ENDED DECEMBER 31, 2005 AND 2004
 1. BASIS OF PRESENTATION:
   2. SALE OF COMPANY ASSETS, PLAN OF LIQUIDATION, AND MANAGEMENTS PLANS:
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UST LIQUIDATING CORPORATION
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (CONTINUED)
 SIX MONTHS ENDED DECEMBER 31, 2005 AND 2004
 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 USE OF ESTIMATES:
  EARNINGS (LOSS) PER SHARE:
 Earnings Per Share,
  4. RELATED PARTY TRANSACTIONS:
  5. LITIGATION
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
  RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2005 AND 2004
  FINANCIAL CONDITION AND LIQUIDITY
    
 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
  February 14, 2006
    
    UST Liquidating Corporation
          (Registrant)By
    
    /s/ Marc A. Weisman

     Marc A. WeismanDirectorBy
    
    /s/ Barry S. Rosenstein

      Barry S. RosensteinDirector
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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.
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