-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LuIBlaEp3CRBEyaJzIb18phhhcDqmcnDQCwslz39rkppBN9W43naTv/03KpZgctI mMwnkHQAYM5wzZVF2d3p7w== 0001019687-09-000170.txt : 20090113 0001019687-09-000170.hdr.sgml : 20090113 20090113172140 ACCESSION NUMBER: 0001019687-09-000170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090110 ITEM INFORMATION: Other Events FILED AS OF DATE: 20090113 DATE AS OF CHANGE: 20090113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US DRY CLEANING CORP CENTRAL INDEX KEY: 0000920317 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 770357037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 09524572 BUSINESS ADDRESS: STREET 1: 125 TAHQUITZ CANYON WAY #203 CITY: PALM SPRINGS STATE: CA ZIP: 92262 BUSINESS PHONE: 760-322-7447 MAIL ADDRESS: STREET 1: 125 TAHQUITZ CANYON WAY #203 CITY: PALM SPRINGS STATE: CA ZIP: 92262 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL COMMUNICATIONS INC DATE OF NAME CHANGE: 20010207 FORMER COMPANY: FORMER CONFORMED NAME: FVC COM INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL CORP DATE OF NAME CHANGE: 19971010 8-K 1 usdry_8k-011309.htm US DRY CLEANING usdry_8k-011309.htm
 
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): January 10, 2009
 
 
U.S. DRY CLEANING CORPORATION
(Exact name of registrant as specified in Charter)
     
Delaware
000-23305
77-0357037
(State or other jurisdiction of
incorporation or organization)
(Commission File No.)
(IRS Employee Identification No.)
 
4040 MacArthur Blvd., Suite 305
Newport Beach, CA 92660
(Address of Principal Executive Offices)
 
(949) 863-9669
(Issuer Telephone number)
 
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 (see General Instruction A.2. below):
 
¨ 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 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K and other reports filed by U.S. Dry Cleaning Corporation (the “Registrant”, the “Company”, “we”, “our” or “us”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the risks contained in the section of the Registrant’s Form 10-KSB entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations, and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
 
Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward looking statements to conform these statements to actual results.
 
Item 8.01 – Other Events

U.S. Dry Cleaning Corporation (UDRY.OB) has recently undergone a number of material events.  For that reason the Company is delaying its annual 10-KSB filing.

These events include but are not limited to:

1.  
 As of January 10, 2009 the Company has converted and retired $6,977,032.00 of its debt into equity.  Further the Company is currently engaged in active discussions to convert additional debt into equity.
2.  
As of January 10, 2009 the Company has raised $1,563,765.00 through the sale of Preferred Stock.
3.  
Four acquisitions were completed during the fiscal year ending 9/30/08.  The last of which was completed on 9/30/08.  These acquisitions have materially increased the company’s annualized revenues by over 300%.
4.  
The Company has executed significant cost reductions in areas of administrative expenses.
5.  
A material shift in the Company’s focus from acquisition-driven growth to incremental growth of cash flow in existing operations during the current economic recession.  Management believes the Company’s operational cash flow should be positive on a go forward basis.

The Company believes that these recent events are material disclosures and should be included in its 10-KSB and has informed its auditors of these matters.

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 hereunto duly authorized.

  U.S. Dry Cleaning Corporation  
       
Date: January 13, 2009
By:
/s/ Robert Y. Lee  
    Robert Y. Lee  
    Chief Executive Officer  
       
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