<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 December 31, 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)

<Table>
<S>                                                              <C>
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
                                                                 --------------
</Table>

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 February 11, 2002 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 December 31, 2001, the related
condensed consolidated statements of operations for the three-month and
six-month periods ended December 31, 2001 and 2000, and the condensed
consolidated statements of cash flows for the six months ended December 31, 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 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
February 11, 2002



                                       2
<PAGE>


PART I -- FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                           UST Liquidating Corporation
                      Condensed Consolidated Balance Sheet
                                December 31, 2001
                                   (unaudited)


<Table>
<S>                                                                                     <C>
                                     ASSETS
Current assets:

   Cash and cash equivalents                                                            $     272,000
   Prepaid expenses                                                                            49,000
   Receivable from purchaser, current portion                                                 611,000
   Deferred income taxes                                                                      279,000
                                                                                        -------------
       Total current assets                                                                 1,211,000
                                                                                        -------------
Deferred income taxes                                                                         280,000
Receivable from purchaser, net of current portion                                             787,000
Other assets                                                                                   29,000
                                                                                        -------------
                                                                                            1,096,000
                                                                                        -------------
                                                                                        $   2,307,000
                                                                                        =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                                               $      13,000
    Deferred gain and interest, current portion                                               786,000
                                                                                        -------------
        Total current liabilities                                                             799,000
Deferred gain and interest, net of current portion                                            787,000
                                                                                        -------------
        Total liabilities                                                                   1,586,000
                                                                                        -------------

Shareholders' equity:
   Series A preferred stock, no par value; 1,000,000 shares
     authorized; 9,717 shares issued and outstanding; remaining
     liquidation preference, $6,208,000                                                       721,000
   Common stock, no par value: 25,000,000 shares authorized,
     22,298,598 shares issued and outstanding                                              11,615,000
   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                                                                    (11,615,000)
                                                                                        -------------
       Total shareholders' equity                                                             721,000
                                                                                        -------------
                                                                                        $   2,307,000
                                                                                        =============
</Table>


                             See accompanying notes


                                       3
<PAGE>


                           UST Liquidating Corporation
                 Condensed Consolidated Statements of Operations
                  Three Months Ended December 31, 2001 and 2000



<Table>
<Caption>
                                                               2001             2000
                                                            (unaudited)      (unaudited)
                                                           -------------    -------------
<S>                                                        <C>              <C>
Net sales                                                  $          --    $          --
Cost of sales                                                         --               --
                                                           -------------    -------------

    Gross profit                                                      --               --

Selling, general and administrative expenses                     138,000          132,000
                                                           -------------    -------------
                                                                (138,000)        (132,000)
                                                           -------------    -------------

Other income:
    Interest income                                                1,000           19,000
                                                           -------------    -------------
                                                                   1,000           19,000
                                                           -------------    -------------

Loss before income tax                                          (137,000)        (113,000)

Income tax benefit                                                52,000           39,000
                                                           -------------    -------------

Net loss                                                   $     (85,000)   $     (74,000)
                                                           =============    =============

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 Operations
                   Six Months Ended December 31, 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                    159,000        1,594,000
                                                           -------------    -------------
                                                                (159,000)        (696,000)
 Other income (expense):
    Gain on sale of assets                                            --        7,416,000
    Interest expense                                                  --          (60,000)
    Interest income                                                4,000           21,000
                                                           -------------    -------------
                                                                   4,000        7,377,000
                                                           -------------    -------------

(Loss) income before income tax benefit (expense)               (155,000)       6,681,000

Income tax benefit (expense)                                      59,000       (2,249,000)
                                                           -------------    -------------

 Net (loss) income                                         $     (96,000)   $   4,432,000
                                                           =============    =============

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
                   Six Months Ended December 31, 2001 and 2000

<Table>
<Caption>
                                                                         2001            2000
                                                                     (unaudited)      (unaudited)
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
Cash used in operating activities                                   $     (46,000)   $    (660,000)
                                                                    -------------    -------------

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                                     (46,000)        (115,000)

Cash and cash equivalents, beginning of period                            318,000          737,000
                                                                    -------------    -------------

Cash and cash equivalents, end of period                            $     272,000    $     622,000
                                                                    =============    =============

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
         six-month periods ended December 31, 2001 and 2000 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 six months ended December 31, 2001, costs of $102,000 were incurred
         against the reserve. During the quarter ended December 31, 2001, the
         Company increased the reserve by $127,000 to allow for additional
         estimated liquidation costs, resulting in a remaining reserve balance
         of $175,000 at December 31, 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 December 31, 2001, is $73,000, 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 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 December 31, 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 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 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 December 31, 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.

                                       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. 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 and six months ended December 31, 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 six months ended December 31, 2001, the Company incurred
         $64,000 of board of director fee expense. The Company incurred board of
         directors' fees of $50,000 for the six months ended December 31, 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.

         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.


                                       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 bas ed 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 six months ended December 31,
         2001, costs of $102,000 were incurred against the reserve. During the
         quarter ended December 31, 2001, the Company increased the reserve by
         $127,000 to allow for additional estimated liquidation costs, resulting
         in a remaining reserve balance of $175,000 at December 31, 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 December
         31, 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 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. 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. 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)


February 13, 2002                   By:  /s/ MARC A. WEISMAN
                                        --------------------------
                                    Marc A. Weisman
                                    Director


February 13, 2002                   By   /s/ BARRY S. ROSENSTEIN
                                        --------------------------
                                        Barry S. Rosenstein
                                        Director



                                       12