8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 14, 2008

U.S. Dry Cleaning Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-23305	77-0357037
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
4040 MacArthur Blvd., Suite 305 Newport Beach, California		92660
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:  (949) 863-9669

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR240.13e-4(c))

CURRENT REPORT ON FORM 8-K

U.S. DRY CLEANING CORPORATION

February 14, 2008

Item 2.01. Completion of Acquisition or Disposition of Assets.

As originally reported in our current report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 6, 2007, we completed the acquisition of Team Enterprises, Inc. and three affiliated companies and 18 dry cleaning stores centered around Fresno, California and two dry cleaning stores in Arizona.

On August 30, 2007, we entered into a Master Purchase Agreement with these affiliated companies and their respective stockholders.  During the prior several months, all store lease assignments have been approved.  Team Enterprises and its affiliated companies reported 2006 consolidated revenues of approximately $6,450,000.

The total purchase price was $6,111,000, composed of $1,572,000 in cash, $1,472,000 in the form of our 10% senior secured convertible notes (convertible into shares of common stock at $2.50 per share), and $3,067,000 in the form of 2,044,667 shares of our common stock, valued at $1.50 per share.  The notes issued in the acquisition were identical to the notes issued in our recent private placement, a form of which was included as an exhibit to our current report on Form 8-K filed with the SEC on December 14, 2007.  The purchase price for the acquisition was determined as a result of arm’s length negotiation between the parties.

At the completion of the acquisition, we entered into Amendment No. 1 to the Master Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a), the consolidated financial statements of Team Enterprises, Inc. and three affiliated companies shall be provided not later than May 2, 2008.

(b) Pro Forma Financial Information.

In accordance with Item 9.01(b), the pro forma consolidated financial information shall be provided not later than May 2, 2008.

(c)           Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this current report.

Exhibit No.                                Description

10.1 Amendment No. 1, dated as of February 14, 2008, to Master Purchase Agreement, dated as of August 30, 2007, by and among U.S. Dry Cleaning Corporation, USDC Fresno, Inc. and USDC Fresno 2, Inc., and Team Enterprises, Inc., Bell Hop Cleaners of California, Inc., Team Equipment, Inc., Fabricare Services, Inc., Andrew B. Jones (as Shareholders Agent) and the Shareholders (as defined therein).

99.1 Press Release of U.S. Dry Cleaning Corporation issued February 19, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	U.S. DRY CLEANING CORPORATION
Date:  February 25, 2008	By:  /s/ Robert Y. Lee
	Robert Y. Lee
	Chief Executive Officer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

TO

MASTER PURCHASE AGREEMENT

This Amendment No. 1 to Master Purchase Agreement (this "Amendment"), dated as of February 14, 2008, amends that certain Master Purchase Agreement (the "Agreement"), dated as of August 30, 2007, by and among U.S. Dry Cleaning Corporation, a Delaware corporation ("Parent"), USDC Fresno, Inc, a California corporation and wholly owned subsidiary of Parent ("Fresno Sub"), USDC Fresno 2, Inc, a California corporation and a wholly owned subsidiary of Parent ("Fresno 2 Sub"), Team Enterprises, Inc., a New Mexico corporation ("Team Enterprises"), Bell Hop Cleaners of California, Inc., a New Mexico corporation ("Bell Hop"), Team Equipment, Inc., a California corporation ("Team Equipment"), Fabricare Services, Inc., a California corporation ("FSI"), Andrew B. Jones, as Shareholders Agent and, solely for the purposes of ARTICLE III, ARTICLE IX, AND ARTICLE X of this Agreement, the Shareholders (as defined herein).

WHEREAS, Parent, Fresno Sub, Fresno 2 Sub, Team Enterprises, Bell Hop, Team Equipment, FSI, the Company and Shareholders desire to amend the Agreement as more fully described herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.           Defined Terms. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the Agreement.

2.           Amendment to Section 2.2a(i) Purchase Price.  Section 2.2a(i) is hereby modified in its entirety to read as follows:

"fully paid and nonassessable shares of Parent Common Stock (collectively, the "Team Enterprises Shares") shall be equal to 2,044,667 of Parents Common Stock.

3.           Amendment to Section 2.2a (iii) A, B and C Purchase Price. The Section 2.2a (iii) A, B, and C is hereby deleted in its entirety.

4.           Amendment to Section 1.1 Defined Terms. Section 1.1 is hereby modified to add the following defined term "Senior Debt" which shall be defined as the debt defined in the following documents 10% Senior Secured Private Placement Memorandum, Subscription Agreement, Security Agreement and Note attached hereto as Exhibit A.

5.          Amendment to Section 2.2b Purchase Price Bell Hop.  Section 2.2b is hereby modified in its entirety to read as follows:

"Bell Hop. Subject to the terms of this Agreement, as full consideration for the sale, assignment, transfer and delivery of the Bell Hop Purchased Assets and the execution and delivery of this Agreement and the transactions contemplated hereby, Fresno Sub 2 shall deliver to Bell Hop at the Closing Seventy Six Thousand Dollars ($76,000), payable by wire transfer of immediately available funds, and Two Hundred Seventy Six Thousand ($276,000) in the Senior Debt (the "Bell Hop Purchase Price"). The Bell Hop Purchase Price is subject to adjustment in accordance with Section 2.3."

6.           Amendment to Section 2.2c Purchase Price Team Equipment. Section 2.2c is hereby modified in its entirety to read as follows:

"Team Equipment. Subject to the terms of this Agreement, as full consideration for the sale, assignment, transfer and delivery of the Team Equipment Purchased Assets and the execution and delivery of this Agreement and the transactions contemplated hereby, Fresno Sub 2 shall deliver to Team Equipment at the Closing Eighty Seven Thousand Dollars ($87,000), payable by wire transfer of immediately available funds, and One Million One Hundred Ninety Six Thousand Dollars ($1,196,000) in the Senior Debt (the "Team Equipment Purchase Price"). The Team Equipment Purchase Price is subject to adjustment in accordance with Section 2.3."

7.           Reimbursement of Expenses. Parent shall reimburse Team Enterprises the sum of $49,610.00 for those items paid for by Seller on behalf of Parent which are listed on Exhibit B. Parent shall further reimburse Sellers for Seller's attorneys' fees of $4000.00 which is Sellers' estimate of the additional attorneys' feed incurred by Sellers in connection with the modifications reflected by this Amendment. $50,000.00 of such reimbursement amounts shall be payable at Closing by wire transfer of immediately available funds and the remainder shall be reimbursed after Closing.

Certain reimbursement items will not be known as of Closing, and Parent and Seller shall exert their best efforts to agree on the remaining reimbursement items as promptly as possible after Closing but in no event later than 30 days after closing. Such additional amounts shall be reimbursed within five days after Parent and Sellers agree on such amounts. All reimbursement amounts shall be in addition to the Purchase Price.

8.          Amendment to Section 2.3 Purchase Price Team Equipment. Section 2.3 is hereby modified in its entirety to read as follows:

"(a) The Team Enterprises Cash Amount shall be increased, dollar for dollar, by the amount of the Additional Assets of Team Enterprises and paid subject to Section 2.3(b). The Bell Hop. Cash Amount shall be increased, dollar for dollar, by the amount of the Additional Assets of Bell Hop and paid subject to Section 2.3(b). The Team Equipment Cash Amount shall be increased, dollar for dollar, by the amount of the Additional Assets of Team Equipment and paid subject to Section 2.3(b). The FSI Cash Amount shall be increased, dollar for dollar, by the amount of the Additional Assets of FSI and paid subject to Section 2.3(b)."

(b)     No later than the day prior to Closing, the Sellers shall deliver to Parent a draft Closing Statement setting forth the Sellers' best estimate of the Additional Assets as of the Closing Date. Sellers and Parent shall each exert their reasonable best efforts to agree, within Thirty (30) days after the Closing Date, upon a statement (a "Closing Statement") in form and substance reasonably satisfactory to each setting forth the Additional Assets as of the Closing Date. Parent shall pay Seller in cash within 5 Business Days, by wire transfer of immediately available funds, the amount due in the Closing Statement.

(c)           In the event that the parties have not agreed upon the final Closing Statement within such 30 day period, then Parent shall pay to Sellers the undisputed portion thereof and the parties shall exercise their best efforts in good faith to resolve any disputes over the remaining amounts as promptly as possible. In the event that such amounts are not resolved within 60 days of the Closing, the parties shall submit such dispute to arbitration in accordance with the provisions of Section 9.3.

(d)       In the event that Parent fails to pay the Closing Statement amount (or the undisputed portion thereof) within 35 days after Closing, then Bell Flop and Team Equipment shall be entitled to declare the Senior Debt held by such parties in default.

9.            Amendment to Section 10.2 (a) Notices. Section 10.2 (a) is hereby modified in its entirety to read as follows:

"if to Parent or the Acquirers, to:

U.S. Dry Cleaning Corporation

4040 MacArthur Blvd

Suite 305

Newport Beach, CA 92660

Attention:Chief Executive Officer

Facsimile No: (949) 863-9657

with a copy to (not notice):

Greenberg Traurig, LLP

200 Park Ave.

NY, NY 10166

Attention: Spencer Feldman Facsimile No: (212) 805-9221"

10.           Miscellaneous. Except for the amendments expressly set forth in this Amendment, the Agreement shall remain unchanged and in full force and effect. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Amendment shall be subject to all applicable provisions of the Agreement including provisions relating to notices, governing law, severability and section headings. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 11.          Counterparts. This Amendment may he executed in one or more counterparts, each of which shall be deemed an original, but all.of which together shall constitute one and the same agreement.

 12.          Schedules. Attached hereto are the final updated schedules to the Agreement.

IN WITNESS WHEREOF, Parent, the Acquirors, Team Enterprises, Bell Hop, Team Equipment, FSI.and the Shareholders have executed and delivered this Agreement or have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above.

U.S. Dry Cleaning Corporation     By:  /s/ Robert Y. Lee Name:  Robert Y. Lee Title:  CEO USDC Fresno, Inc.     By:  /s/ Robert Y. Lee Name:  Robert Y. Lee Title: President

USDC Fresno 2, Inc.     By:  /s/ Robert Y. Lee Name:  Robert Y. Lee Title: President Bell Hop Cleaners of California, Inc.     By:  /s/ Thomas H. Jones Name:  Thomas H. Jones Title:  President

Team Enterprises, Inc.     By:  /s/ Thomas H. Jones Name:  Thomas H. Jones Title:  President Fabricare Services, Inc.     By:  /s/ Thomas H. Jones Name:  Thomas H. Jones Title:  President

Team Equipment, Inc.

By:  /s/ Thomas H. Jones

Name:  Thomas H. Jones

Title:  President

Contd.

Team Enterprises Shareholders     /s/ Melinda J. Brooke Melinda J. Brooke, Trustee of The Melinda J. Hayes Revocable Trust U/D/T March 19, 1991     /s/ Frederic P. Jones, Jr. Frederic P. Jones, Jr.   /s/ Frederic P. Jones Frederic P. Jones, Co-trustee of the Jones Family Trust     /s/ Mary S. Jones Mary s. Jones, Co-trustee of the Jones Family Trust     /s/ Andrew B. Jones Andrew B. Jones       /s/ Thomas H. Jones Thomas H. Jones, Trustee of the Thomas H. Jones and Shirley C. Jones Family Trust/Survivors Trust     /s/ Gail J. Lohmann Gail J. Lohmann, trustee of The 2000 Gail J. Lohmnan SWP Trust U/D/T September 28, 2000 Bell Hop Shareholders     /s/ Melinda J. Brooke Melinda J. Brooke, Trustee of The Melinda J. Hayes Revocable Trust U/D/T March 19, 1991     /s/ Frederic P. Jones, Jr. Frederic P. Jones, Jr   /s/ Andrew B. Jones Andrew B. Jones       /s/ Thomas H. Jones Thomas H. Jones, Trustee of the Thomas H. Jones and Shirley C. Jones Family Trust/Survivors Trust   /s/ Gail J. Lohmann Gail J. Lohmann, trustee of The 2000 Gail J. Lohman SWP Trust U/D/T September 28, 2000

Contd.

Team Equipment Shareholders       /s/ Melinda J. Brooke Melinda J. Brooke, Trustee of The Melinda J. Hayes Revocable Trust U/D/T March 19, 1991     /s/ Frederic P. Jones, Jr. Frederic P. Jones, Jr.     /s/ Andrew B. Jones Andrew B. Jones       /s/ Thomas H. Jones Thomas H. Jones, Trustee of the Thomas H. Jones and Shirley C. Jones Family Trust/Survivors Trust     /s/ Gail J. Lohmann Gail J. Lohmann, trustee of The 2000 Gail J. Lohmann SP Trust U/D/T September 28, 2000 FSI Shareholders       /s/ Melinda J. Brooke Melinda J. Brooke, Trustee of The Melinda J. Hayes Revocable Trust U/D/T March 19, 1991     /s/ Frederic P. Jones, Jr. Frederic P. Jones, Jr.     /s/ Andrew B. Jones Andrew B. Jones       /s/ Thomas H. Jones Thomas H. Jones, Trustee of the Thomas H. Jones and Shirley C. Jones Family Trust/Survivors Trust     /s/ Gail J. Lohmann Gail J. Lohmann, trustee of The 2000 Gail J. Lohmann SP Trust U/D/T September 28, 2000

EX-99.1

EXHIBIT 99.1

Press Release Source: U.S. Dry Cleaning Corporation

U.S. Dry Cleaning Corporation Adds More Than 60% to Company Revenues by Completing the Acquisition of the Leading Dry Cleaning Chain in Central California

Tuesday February 19, 8:15 am ET

PALM SPRINGS, CA--(MARKET WIRE)--Feb 19, 2008 -- U.S. Dry Cleaning Corporation (OTC BB:UDRY.OB - News) ("U.S. Dry Cleaning," "USDC"), the first mover in consolidating the nation's dry cleaning industry, today announced it has completed the acquisition of the #1 dry cleaning business in Central California.

The acquisition, completed on February 14, 2008, increases USDC's annual revenues by over 60% and adds approximately $6.5 million in revenue to USDC's existing $10 million annualized run rate.

Under the terms of acquisition, half the purchase price was paid in the form of shares of U.S. Dry Cleaning common stock valued at $1.50 per share. The remaining was paid in a combination of cash and notes, which are convertible into USDC stock at $2.50 per share.

Robert ("Robbie") Y. Lee, CEO of U.S. Dry Cleaning, said, "This profitable chain of stores represents an exceptional financial and strategic addition to our company. With this acquisition, U.S. Dry Cleaning increases its annualized run rate to over $16 million -- nearly doubling our revenues from Fiscal Year 2007."

Mr. Lee continued, "The Jones family has built this company over two generations into a profitable business with a commanding market share. We have invested a great deal of time and effort in preparing for this relationship and enlarging the USDC family. Tom Jones and his family have created one of the premier chains in the nation and have done a wonderful job in building a large base of loyal customers, profitable revenues and most importantly employees committed to incredible customer service."

Tom Jones stated, "This was a very important decision for our company, and we put a great deal of thought and time into making it. In the end we decided the best future for our company, employees and community was to join the USDC family. We believe in the USDC business plan, and we look forward to the benefits of our substantial equity stake. We are excited to be such an integral part of a corporation that is becoming the nation's leading dry cleaning consolidator. With the added corporate resources that USDC can offer as a public company, we expect further increases in our market share."

About U.S. Dry Cleaning Corporation

U.S. Dry Cleaning Corporation's mission is to create the premier national chain in the dry cleaning industry. The Company's management team has extensive experience in retail consolidations and premier dry cleaning operations with a proven operating model. Management intends to rapidly acquire profitable, market-leading operations at accretive valuations. Each acquisition target is expected to be self-sufficient, and field management will remain in place to ease the assimilation.

USDC Management believes the greatest value achieved in any consolidation occurs during the earliest phases. As a result, USDC intends to grow as rapidly as possible to maximize shareholder value.

This release is provided for informational purposes only and should not be construed as a solicitation to invest. U.S. Dry Cleaning Corporation's future operation results are dependent upon many factors, including but not limited to (i) the company's ability to obtain sufficient capital or a strategic business arrangement to fund its expansion plans; (ii) the company's ability to build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the company's control; and (iv) other risk factors discussed in the company's periodic filings with the Securities and Exchange Commission, which are available for review at http://www.sec.gov under "Search for Company Filings."

In accordance with a December 5, 2006 agreement, Consulting For Strategic Growth 1, Ltd. ("CFSG1") provides U.S. Dry Cleaning Corporation ("the Company") with consulting, business advisory, investor relations, public relations and corporate development services. CFSG1 receives only restricted stock as compensation from the Company. CFSG1 may also choose to purchase the Company's common stock and thereafter liquidate those securities at any time it deems appropriate to do so. For more information please visit www.cfsg1.com.

Contact:

     Company Contact

     Rick Johnston

     Director of Shareholder Communications

     Tel: 760-668-1274

     Email: Email Contact

     http://www.usdrycleaning.com

     Investor Relations:

     Stanley Wunderlich

     CEO

     Consulting For Strategic Growth 1

     Tel: 800-625-2236

     Fax: 646-205-7771

     Email: Email Contact

     Web site: http://www.cfsg1.com

Source: U.S. Dry Cleaning Corporation