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Filing Details

Accession Number:: 0001209191-10-049917
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-10-12 06:27:16
Reporting Period:: 2008-12-31

Filing Date:: 2010-10-12
Accepted Time:: 2010-10-12 06:27:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
920317	Us Dry Cleaning Corp	UDRY	Services-Personal Services (7200)	770357037

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1457936	Anita Wilson	10450 Trabuco St. Bellflower CA	No	No	Yes	No
1458037	Clyde Wilson	10450 Trabuco St. Bellflower CA	No	No	Yes	No
1501239	Clyde Wilson , Trustee Of The Wilson Family Trust	10450 Trabuco St. Bellflower CA	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2008-09-19	6,800	$0.51	35,012,167	No	4	P	Direct
Common Stock	Acquisiton	2008-10-17	11,000	$0.28	35,012,167	No	4	P	Direct
Common Stock	Acquisiton	2008-10-20	36,000	$0.28	35,012,167	No	4	P	Direct
Common Stock	Acquisiton	2008-09-19	2,000	$0.55	35,012,167	No	4	P	Indirect	By Taylor Trust
Common Stock	Acquisiton	2008-11-18	27,501	$0.22	35,012,167	No	4	P	Indirect	By Taylor Trust
Common Stock	Acquisiton	2008-11-19	22,000	$0.19	35,012,167	No	4	P	Indirect	By Taylor Trust
Common Stock	Acquisiton	2008-10-20	57,000	$0.25	35,012,167	No	4	P	Indirect	By Park Place
Common Stock	Acquisiton	2008-10-22	3,100	$0.25	35,012,167	No	4	P	Indirect	By Park Place

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	By Taylor Trust
No	4	P	Indirect	By Taylor Trust
No	4	P	Indirect	By Taylor Trust
No	4	P	Indirect	By Park Place
No	4	P	Indirect	By Park Place

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Acquisiton	2008-12-31	8,421	$0.00	2,631,563	$0.32
Common Stock	Series B Preferred Stock	Acquisiton	2008-12-31	6,316	$0.00	1,973,750	$0.32
Common Stock	Series B Preferred Stock	Acquisiton	2008-12-31	10,526	$0.00	3,289,375	$0.32
Common Stock	Series B Preferred Stock	Acquisiton	2008-12-31	8,421	$0.00	2,631,563	$0.32
Common Stock	Series B Preferred Stock	Acquisiton	2008-12-31	6,316	$0.00	1,973,750	$0.32
Common Stock	Series B Preferred Stock	Acquisiton	2008-12-31	1,050	$0.00	328,125	$0.32
Common Stock	Series B Preferred Stock	Acquisiton	2008-12-31	1,050	$0.00	328,125	$0.32
Common Stock	Convertible Promissory Note	Acquisiton	2008-12-31	0	$0.00	2,549,750	$0.00
Common Stock	Convertible Promissory Note	Acquisiton	2008-12-31	0	$0.00	2,519,034	$0.00
Common Stock	Convertible Promissory Note	Acquisiton	2008-12-31	0	$0.00	4,403,612	$0.00
Common Stock	Convertible Promissory Note	Acquisiton	2008-12-31	0	$0.00	3,472,686	$0.00
Common Stock	Convertible Promissory Note	Acquisiton	2008-12-31	0	$0.00	2,475,237	$0.00

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect
35,012,167	2008-12-31	No	4	J	Indirect

Footnotes

Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
As the trustees of the Taylor Family Trust (the "Taylor Trust") Lester E. Taylor, Jr. ("Lester") and Diane M. Taylor ("Diane") are deemed to beneficially own the securities beneficially owned by the Taylor Trust.
As the general partners of Park Place Services ("Park Place") Lester and Clyde Wilson are deemed to beneficially own the securities beneficially owned by Park Place.
As the sole manager of Setal 1, LLC ("Setal 1"), Setal 2, LLC ("Setal 2"), Setal 3, LLC ("Setal 3"), Setal 4, LLC ("Setal 4"), Setal 5, LLC ("Setal 5") and Setal 6, LLC ("Setal 6") (collectively, the "Setals"), Lester is deemed to beneficially own the securities beneficially owned by the Setals.
Pursuant to the terms of a Securities Exchange Agreement with Issuer, Setal 1, Setal 2, Setal 3, Setal 4, Setal 5, Park Place, and the Taylor Trust agreed to exchange their respective convertible promissory notes due from Issuer for new convertible promissory notes and shares of Issuer's Series B Preferred Stock, which Series B Preferred Stock is convertible into shares of Common Stock.
The first $842,105 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.
The first $631,579 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.
The first $1,052,632 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.
The first $842,105 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.
The first $631,579 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.
Based on the outstanding balance of the convertible note eligible for conversion as of December 31, 2008.
Price of derivative equal to monies loaned pursuant to the convertible note.
N/A