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): January 21, 2011
 

U.S. DRY CLEANING SERVICES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-23305	77-0357037
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4040 MacArthur Blvd., Suite 305

Newport Beach, CA 92660

(Address of Principal Executive Offices) (Zip Code)

(949) 863-9669

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

Item 8.01  Other Events.

As previously disclosed, on March 4, 2010, U.S. Dry Cleaning Services Corporation (d/b/a U.S. Dry Cleaning Corporation) (the “Company”) and seven of its affiliates  (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Central District of California in Santa Ana, California (the “Bankruptcy Court”). The Debtors continue to manage and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.  On January 3, 2011, the Debtors filed with the Bankruptcy Court a Chapter 11 Plan of Reorganization (the “Plan”) and a related disclosure statement (the “Disclosure Statement”) pursuant to the Bankruptcy Code.  Copies of the Plan and the Disclosure Statement have been previously filed with the Securities and Exchange Commission (Current Report on Form 8-K, filed on January 4, 2011).

On January 21, 2011, the Debtors filed with the Bankruptcy Court copies of their monthly operating reports for November 2010.  Copies of such monthly operating reports are attached as Exhibits 99.1 to 99.7.

Bankruptcy law does not permit solicitation of acceptances of the Plan until the Court approves the Disclosure Statement.  Accordingly, this Current Report on Form 8-K is not intended to be, nor should it be construed as a solicitation for a vote on the Plan.  The Plan will become effective only if it receives the requisite stakeholder approval and if confirmed by the Bankruptcy Court.  There can be no assurance that the Bankruptcy Court will approve the Disclosure Statement, that the Debtors’ stakeholders will approve the Plan, or that the Bankruptcy Court will confirm the Plan.

 

The Debtors recommend that its stakeholders refer to the limitations and qualifications included in the Plan and the Disclosure Statement, as applicable, with respect to the information contained therein.  Information contained in the Plan and the Disclosure Statement is subject to change, whether as a result of an amendment to the Plan, actions of third parties, or otherwise.

Limitation on Incorporation by Reference

The monthly operating reports shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or other documents filed with the SEC shall not incorporate the monthly operating reports or any other information set forth therein by reference, except as otherwise expressly stated in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the monthly operating reports.

Cautionary Statement Regarding Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the monthly operating reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The monthly operating reports have been prepared solely for the purpose of complying with the monthly reporting requirements of, and is in a format acceptable to, the Bankruptcy Court and the Office of the United States Trustee. The monthly operating reports are limited in scope and only cover a limited time period.

The monthly operating reports were not audited or reviewed by independent accountants and were not prepared in accordance with accounting principles generally accepted in the United States of America.  There can be no assurance that, from the perspective of an investor or a potential investor in the Company’s securities, the monthly operating reports are complete. The monthly operating reports may be subject to future adjustment and reconciliation. The monthly operating reports also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. The information set forth in the monthly operating reports should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and its exhibits may contain forward-looking statements that are subject to certain risks and uncertainties that could cause the Company’s plans or actual results to differ materially from those projected, including the Company’s being unsuccessful in securing financing or engaging in another transaction in bankruptcy, the Company’s not obtaining court approval of its motions in the Chapter 11 proceeding, the Company’s ability to develop, pursue, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases, the Company’s ability to retain and compensate key executives and other key employees, the Company’s ability to maintain relationships with its vendors and suppliers, the inability to access capital and funding on favorable terms, and a variety of other risks set forth from time to time in the Company’s filings with the Securities and Exchange Commission, including but not limited to the risks attendant to the forward-looking statements included under Item 1A, “Risk Factors” in the Company’s Form 10-KSB for the year ended September 30, 2007 and the Company’s Form 10-QSB for the quarter ended June 30, 2008. The cautionary statements provided above are being made pursuant to and with the intention of obtaining the benefits of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 to the extent available to the Company for any such forward-looking statements. Except in special circumstances in which a duty to update arises under law when prior disclosure becomes materially misleading in light of subsequent events, the Company does not intend to update any of these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description*
99.1	Monthly Operating Report of Enivel, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.2	Monthly Operating Report of Cleaners Club Acquisition Sub, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.3	Monthly Operating Report of Steam Press Holdings, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.4	Monthly Operating Report of U.S. Dry Cleaning Services Corporation dba U. S. Dry Cleaning Corporation for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.5	Monthly Operating Report of USDC Fresno, Inc. and USDC Fresno 2, Inc., for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.6	Monthly Operating Report of USDC Portsmouth, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.7	Monthly Operating Report of USDC Tuchman Indiana, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.

* The Monthly Operating Reports filed with the Bankruptcy Court contain exhibits such as bank statements and payroll information that are not attached hereto.

SIGNATURE

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

U.S. DRY CLEANING SERVICES CORPORATION
	(Company)
	By:	/s/ Robert Y. Lee
		Name:	Robert Y. Lee
		Title:	Chief Executive Officer

Date: January 31, 2011

EXHIBIT INDEX

Exhibit No.	Description*
99.1	Monthly Operating Report of Enivel, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.2	Monthly Operating Report of Cleaners Club Acquisition Sub, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.3	Monthly Operating Report of Steam Press Holdings, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.4	Monthly Operating Report of U.S. Dry Cleaning Services Corporation dba U. S. Dry Cleaning Corporation for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.5	Monthly Operating Report of USDC Fresno, Inc. and USDC Fresno 2, Inc., for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.6	Monthly Operating Report of USDC Portsmouth, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.
99.7	Monthly Operating Report of USDC Tuchman Indiana, Inc. for the Period from December 1, 2010 to December 31, 2010 filed with the Bankruptcy Court on January 21, 2011.

* The Monthly Operating Reports filed with the Bankruptcy Court contain exhibits such as bank statements and payroll information that are not attached hereto.

EX-99.1

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

In Re:			CHAPTER 11 (BUSINESS)
	ENIVEL, INC.
			Case Number:	8:10-bk-12735-RK
			Operating Report Number:	10
		Debtor(s).	For the Month Ending:	12/31/2010
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				5,886,486.58
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				5,846,238.30
3.   BEGINNING BALANCE:				40,248.28
4.   RECEIPTS DURING CURRENT PERIOD:
	Accounts Receivable - Post-filing		562,192.10
	Accounts Receivable - Pre-filing		0.00
	General Sales		0.00
	Other (Specify)	Transfers between DIP Accts	165,300.00
	Other (Specify)	DIP Financing	0.00
	TOTAL RECEIPTS THIS PERIOD:			727,492.10
5.   BALANCE:				767,740.38
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	Transfers to Other DIP Accounts (from page 2)		407,050.00
	Disbursements (from page 2)		358,550.98
	TOTAL DISBURSEMENTS THIS PERIOD:			765,600.98
7.   ENDING BALANCE:				2,139.40
8.	General Account Number(s):		BOH: 0007-050151, 0028-039131
			FHB: 46-019156
	Depository Name & Location:		Bank of Hawaii, 1617 Dillingham Blvd
			Honolulu, HI  96817
			First Hawaiian Bank, 120 Sand Island Access Rd
			Honolulu, HI  96819

Page 1 of 17

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount Transferred	Amount Disbursed	Total Disbursements
December 2010		See Exhibit I for details	December disbursements		358,550.98	358,550.98
December 2010		See Exhibit I for details	December Intra Debtor transfers	372,400.00		372,400.00
December 2010		See Exhibit I for details	December Inter Debtor transfers	34,650.00		34,650.00
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		TOTAL DISBURSEMENTS THIS PERIOD (FN1):		407,050.00	358,550.98	$765,600.98

(FN1) - Transfers reported on this schedule represent two different types of non-disbursement activity.  Intra Debtor transfers are transfers between bank accounts with the same Federal Identification Number.  Inter Debtor transfers are transfers to bank accounts held by other Debtors within the same bankruptcy proceeding.

Page 2 of 17

GENERAL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	18,972.94
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
	Deposits from BOH Acc #007-050151 are set
	forth on Exhibit II and total $2,730.09		2,730.09	See Exhibit II
	Deposits from FHB Acc #46-019156 are set
	forth on Exhibit III and total $15,347.04		15,347.04	See Exhibit III
TOTAL DEPOSITS IN TRANSIT				18,077.13
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from BOH Acc #007-050151 are set
	forth on Exhibit IV and total $17,588.17		17,588.17	See Exhibit IV
	Checks from FHB Acc #46-019156 are set
	forth on Exhibit V and total $17,322.50		17,322.50	See Exhibit V
TOTAL OUTSTANDING CHECKS:				34,910.67
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				2,139.40

Page 3 of 17

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		1,640,494.93
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		1,640,355.80
3.   BEGINNING BALANCE:		139.13
4.   RECEIPTS DURING CURRENT PERIOD:
(Transferred from General Account)		207,100.00
5.   BALANCE:		207,239.13
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:		207,073.61
7.   ENDING BALANCE:  (FN1)		165.52
8.   PAYROLL Account Number(s):	01-198254
Depository Name & Location:	First Hawaiian Bank
	120 Sand Island Access Rd
	Honolulu, HI  96819

Page 4 of 17

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
December 2010		See Exhibit VI for details	December Payroll	207,073.61
			TOTAL DISBURSEMENTS THIS PERIOD:	207,073.61

Page 5 of 17

PAYROLL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	14,740.66
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from FHB Acc #01-198254 are set
	forth on Exhibit VII and total $14,575.14		14,575.14	See Exhibit VII
TOTAL OUTSTANDING CHECKS:				14,575.14
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				165.52

Page 6 of 17

I.  CASH RECEIPTS AND DISBURSEMENTS

C. (TAX ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS		0.00
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX ACCOUNT REPORTS
3.   BEGINNING BALANCE:		0.00
4.   RECEIPTS DURING CURRENT PERIOD:		0.00
(Transferred from General Account)
5.   BALANCE:		0.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:		0.00
7.   ENDING BALANCE:		0.00
8.   TAX Account Number(s):	NONE
Depository Name & Location:

Page 7 of 17

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
N/A
			TOTAL DISBURSEMENTS THIS PERIOD:	0.00

Page 8 of 17

TAX ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	N/A	Balance on Statement:	0.00
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				0.00

Page 9 of 17

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:

		General Account:	2,139.40
		Payroll Account:	165.52
		Tax Account:	0.00
Other Accounts:	NONE		0.00
			0.00
			0.00
Other Monies:	NONE		0.00
	Petty Cash and Cash on Hand (from below):		5,515.00
TOTAL CASH AVAILABLE:				7,819.92

Petty Cash Transactions (Includes cash maintained in registers at stores, office petty cash and petty cash for gas for delivery vehicles):

Date	Purpose	Amount
3/31/2010	Beginning balance	6,787.67
5/31/2010	Three months of petty cash disbursements at main office	(590.00)
	and 15 stores on supplies, fuel, minor repairs and small cash
	transactions. In the past, petty cash was reconciled every 3
	to 4 months but is now done monthly. The Debtor replenishes
	the balances at the end of each month.  Petty cash expense are
	included in the profit and loss statement.  Balance $6,197.67
9/30/2010	Prior to 9/30/10, the Debtor reconciled petty cash sporadically.	(12.67)
	When petty cash was reconciled at the end of September, it was
	off by $12.67.  The balance on September 30, 2010 was $6,185.
	All disbursements are reflected on the Debtor's profit and loss
	statement when amounts are replenished.
10/31/2010	$4,025-cash registers at 15 stores, $600-petty cash at office &	0.00
	$1,560-petty cash for gas for delivery vehicles. Balance $6,185.00
12/31/2010	$520 from closed store (918) and $120 gas petty cash expense	(670.00)
TOTAL PETTY CASH TRANSACTIONS:			5,515.00

Page 10 of 17

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Setal and related entities (secured creditors)(FN1)	N/A.  Debt matured pre-petition	N/A	N/A
De Lage Landen-Equip Lease	Monthly	277.00	0	0.00
De Lage Landen-Equip Lease	Monthly	277.00	0	0.00
Axis-Equipment Lease	Monthly	642.00	0	0.00
Direct Capital- Equip Lease	Monthly	1,275.00	0	0.00
First Hawaiian Bank-Secured Note (FN2)	Monthly	6,655.05	0	0.00
Rhoton Family Trust dated 5/8/00	N/A.  Debt matured pre-petition	N/A	N/A
Kaimana Ventures Ltd. - Landlord	Monthly	1,751.83	0	0.00
Bishop Square Associates - Landlord	Monthly	1,238.00	0	0.00
Duesenberg Investment Co.  - Landlord	Monthly	1,157.00	0	0.00
Pacific Guardian Center - Landlord	Monthly	390.19	0	0.00
Tanaka Properties, LLC - Landlord - HI Plant	Monthly	30,286.17	0	0.00
			TOTAL DUE:	11,811.10

**See attached schedule for remaining leases

(FN1) - All of the Debtors are jointly and severally liable for Setal debt, which for convenience is listed in detail on the Monthly report for U.S. Dry Cleaning Services

(FN2) - This is a secured loan and the treatment of this loan will be provided for in the plan of reorganization.

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:

		Gross Sales Subject to Sales Tax:		643,051.56
		Total Wages Paid:		269,239.07
		Total Post-Petition  Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
(FN3)	Federal Withholding	0.00	0.00
(FN3)	State Withholding	0.00	0.00
(FN3)	FICA- Employer's Share	0.00	0.00
(FN3)	FICA- Employee's Share	0.00	0.00
(FN3)	Federal Unemployment	0.00	0.00
	Sales and Use	8,625.96	0.00
	Real Property	0.00	0.00
Other:	State Unemployment (FN3)	0.00	0.00
	TOTAL:	8,625.96	0.00

(FN3) - The Debtor uses a payroll service that makes pre-funded payroll tax payments directly to the taxing authorities

Page 11 of 17

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

(CONTINUED)

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Trustees of the Estate of Bernice Pauahi Bishop	Monthly	2,381.60	0	0.00
Manoa Marketplace, LLC	Monthly	2,554.00	0	0.00
Kahala Center Company	Monthly	3,622.00	0	0.00
WCSC, LLC	Monthly	1,806.00	0	0.00
TIAA Realty, Inc.	Monthly	2,282.00	0	0.00
Fort Street Investment Corp.	Monthly	4,080.00	0	0.00
Kahala Center Company	Monthly	8,133.34	0	0.00
Twenty First Technologies Corp.	Monthly	3,178.00	0	0.00
Victoria Ward, Limited	Monthly	6,264.00	0	0.00
Manana CDIT, LLC	Monthly	6,319.00	0	0.00
Vision Windward 1, LLC-Rejected Lease (FN1)	Monthly	4,537.00	3	9,534.41
Waimalu Plaza Co.-Rejected Lease (FN1)	Monthly	2,159.00	3	2,276.69

(FN1) - These leases were rejected by the Debtor at the end of May 2010.  The Debtor owes lease administrative payments for March, April and May 2010.  The remaining unpaid balances are shown on the schedule.

Page 12 of 17

IV.  AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

			Accounts Payable	Accounts Receivable
			Post-Petition	Pre-Petition	Post-Petition
		30 days or less	54,748.85	0.00	353,623.78
		31 - 60 days	(5,966.30)	0.00	51,175.62
		61 - 90 days	6,539.48	0.00	9,199.75
		91 - 120 days	(317.47)	0.00	2,375.88
		Over 120 days	74,111.73	0.00	91,616.75
		TOTAL:	129,116.29	0.00	507,991.78
V. INSURANCE COVERAGE
		Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
Workers Compensation		Argo	Compulsory	6/1/2011	6/1/2011	*
	Umbrella	Evanston	4,000,000	10/30/2011	12/31/2010
	Property	Lloyd's of London	3,592,500	10/30/2011	12/31/2010
	Liability	Essex	1,000,000	10/30/2011	12/31/2010
Others:	Health (FN1)	HMAA	Varies	Mo. to Mo.	12/31/2010
	Auto	Island Insurance	1,000,000	9/30/2011	9/30/2011
* The premiums have been paid through the policy term.  Premium financing payments are due in 4 monthly payments of $7,499.
VI.  UNITED STATES TRUSTEE QUARTERLY FEES
(TOTAL PAYMENTS)
	(FN2)
Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
3/31/2010	346,459.41	4,875.00	5/11/10	4,875.00	0.00
6/30/2010	1,755,913.30	6,500.00	7/30/10	9,750.00	(3,250.00)
9/30/2010	1,476,449.21	6,500.00	10/28/10	6,500.00	0.00
		Additional payment - 11/23/10		3,250.00	(3,250.00)
12/31/2010	1,674,532.12	6,500.00	Previous overpayments applied		6,500.00
		24,375.00		24,375.00	0.00

(FN1) - The health insurance is paid current at the beginning of each month.

(FN2) - Pursuant to discussion with the Office of the United States Trustee, the Total Disbursements amounts for the previous quarters have been restated to reflect only disbursements from the Debtors' bankruptcy estates (and not inter and intra company transfers).  Inter and intra company transfers have been eliminated to show only true disbursements leaving the bankruptcy estates.  The relating Quarterly Fees have been restated, accordingly.

Page 13 of 17

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Authorized Gross Compensation	Gross Compensation Paid During the Month
Michael Drace	July 2010	Weekly compensation $3,800.00	19,450.00
Michael Drace	July 2010	Monthly auto allowance	450.00
VIII.  SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS
Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
NONE

Page 14 of 17

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month	Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue	643,051.56	5,934,144.79
Less: Returns/Discounts	115,497.43	996,345.03
Net Sales/Revenue	527,554.13	4,937,799.76
Cost of Goods Sold:
Beginning Inventory at cost	0.00	0.00
Purchases	32,950.15	252,302.33
Less: Ending Inventory at cost	0.00	0.00
Cost of Goods Sold (COGS)	32,950.15	252,302.33
Gross Profit	494,603.98	4,685,497.43
Other Operating Income (Itemize)	0.00	0.00
Operating Expenses:
Payroll - Insiders	19,450.00	109,100.00
Payroll - Other Employees	249,789.07	2,399,870.32
Payroll Taxes	29,097.58	263,132.80
Other Taxes (Itemize)	0.00	1,402.12
Depreciation and Amortization	16,471.98	176,127.08
Rent Expense - Real Property	72,226.19	749,335.08
Lease Expense - Personal Property	0.00	30,297.28
Insurance	5,928.08	66,123.58
Real Property Taxes	0.00	0.00
Telephone and Utilities	48,427.24	365,992.66
Repairs and Maintenance	6,366.67	37,780.98
Travel and Entertainment (Itemize)	203.13	2,960.47
Miscellaneous Operating Expenses (Itemize)	44,948.37	495,307.74
Total Operating Expenses	492,908.31	4,697,430.11
Net Gain/(Loss) from Operations	1,695.67	(11,932.68)
Non-Operating Income:
Interest Income	20.63	949.69
Net Gain on Sale of Assets (Itemize)	0.00	0.00
Other (Itemize)	2,968.08	22,181.20
Total Non-Operating income	2,988.71	23,130.89
Non-Operating Expenses:
Interest Expense	2,975.60	35,317.33
Legal and Professional (Itemize)	0.00	27,035.74
Other (Itemize)	52,980.00	256,577.46
Total Non-Operating Expenses	55,955.60	318,930.53
NET INCOME/(LOSS)	(51,271.22)	(307,732.32)

Page 15 of 17

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash	7,819.92
Restricted Cash	0.00
Accounts Receivable	507,991.78
Inventory	0.00
Notes Receivable	0.00
Prepaid Expenses	94,061.49
Other (Itemize)	107,011.50
Total Current Assets		716,884.69
Property, Plant, and Equipment	5,465,283.05
Accumulated Depreciation/Depletion	(4,029,479.06)
Net Property, Plant, and Equipment		1,435,803.99
Other Assets (Net of Amortization):
Due from Insiders	0.00
Other (Itemize)	4,597,649.48
Total Other Assets		4,597,649.48
TOTAL ASSETS		6,750,338.16
LIABILITIES
Post-petition Liabilities:
Accounts Payable	129,116.29
Taxes Payable	8,625.96
Notes Payable	0.00
Professional fees	0.00
Secured Debt	0.00
Other (Itemize)	365,404.26
Total Post-petition Liabilities		503,146.51
Pre-petition Liabilities:
Secured Liabilities	472,841.31
Priority Liabilities	275,341.65
Unsecured Liabilities	623,957.76
Other (Itemize)	583,817.82
Total Pre-petition Liabilities		1,955,958.54
TOTAL LIABILITIES		2,459,105.05
EQUITY:
Pre-petition Owners’ Equity	4,598,965.43
Post-petition Profit/(Loss)	(307,732.32)
Direct Charges to Equity	0.00
TOTAL EQUITY		4,291,233.11
TOTAL LIABILITIES & EQUITY		6,750,338.16

Page 16 of 17

XI.  QUESTIONNAIRE

		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?  If "Yes", explain below:	X
	N/A
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?  If "Yes", explain below:	X
	N/A
3.	State what progress was made during the reporting period toward filing a plan of reorganization
	The Debtors and their management finalized the Debtors' Chapter 11 plan of reorganization and disclosure statement in December.  The Debtors filed their plan and disclosure statement on January 3, 2011.  A hearing on approval of the disclosure statement is set for February 9, 2011.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a pending motion to appoint a chapter 11 trustee.  If that motion is granted, it would significantly impact this case.  The current hearing has been continued to April 2011.   The Debtor (and its related entities) are in the process of attempting to raise exit financing with their investment banker, Provident Group.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	N/A
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report?  If "Yes", please set forth the amounts and sources of the income below.	X
	N/A
I,	Robert Lee, Chief Executive Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

1-20-11
Date	Principal for debtor-in-possession

Page 17 of 17

EX-99.2

UNITED STATES DEPARTMENT OF JUSTICE
OFFICE OF THE UNITED STATES TRUSTEE
CENTRAL DISTRICT OF CALIFORNIA
In Re:			CHAPTER 11 (BUSINESS)
	CLEANERS CLUB ACQUISITION SUB, INC.
			Case Number:	8:10-bk-12742-RK
			Operating Report Number:	10
		Debtor(s).	For the Month Ending:	12/31/2010
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				924,782.58
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL				907,460.16
ACCOUNT REPORTS
3.   BEGINNING BALANCE:				17,322.42
4.   RECEIPTS DURING CURRENT PERIOD:
	Accounts Receivable - Post-filing		104,587.11
	Accounts Receivable - Pre-filing		0.00
	General Sales		0.00
	Other (Specify)	Transfers between DIPS	12,170.00
	Other (Specify)	DIP Financing	15,500.36
	TOTAL RECEIPTS THIS PERIOD:			132,257.47
5.   BALANCE:				149,579.89
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	Transfers to Other DIP Accounts (from page 2)		66,058.00
	Disbursements (from page 2)		68,440.28
	TOTAL DISBURSEMENTS THIS PERIOD:			134,498.28
7.   ENDING BALANCE:				15,081.61
8.	General Account Number(s):		870626074; 887481570
	Depository Name & Location:		JPMorgan Chase Bank
			PO Box 659754
			San Antonio, TX  78265

Page 1 of 17

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD
Date mm/dd/yyyy	Check Number	Payee or  DIP account	Purpose	Amount Transferred	Amount Disbursed	Amount
December 2010		See Exhibit I for detail	December Disbursements		68,440.28	68,440.28
December 2010		See Exhibit I for detail	December Intra Debtor transfers	60,745.00		60,745.00
December 2010		See Exhibit I for detail	December Inter Debtor transfers	5,313.00		5,313.00
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		TOTAL DISBURSEMENTS THIS PERIOD (FN1):		66,058.00	68,440.28	$134,498.28
(FN1) - Transfers reported on this schedule represent two different types of non-disbursement activity.  Intra Debtor transfers are transfers between bank accounts with the same Federal Identification Number.  Inter Debtor transfers are transfers to bank accounts held by other Debtors within the same bankruptcy proceeding.

Page 2 of 17

GENERAL ACCOUNT
BANK RECONCILIATION
	Bank Statement Date:	12/31/2010	Balance on Statement:	19,452.44
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
	Deposits from Chase Acc # 870626074 are set
	forth on Exhibit II and total $6,329.53		6,329.53	See Exhibit II
TOTAL DEPOSITS IN TRANSIT				6,329.53
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 870626074 are set
	forth on Exhibit III and total $10,700.36		10,700.36	See Exhibit III
	Checks from Chase Acc # 887481570 are set
	forth on Exhibit III and total $0.00		0.00	See Exhibit III
TOTAL OUTSTANDING CHECKS:				10,700.36
Bank statement Adjustments:				0.00
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				15,081.61

Page 3 of 17

I. CASH RECEIPTS AND DISBURSEMENTS
B. (PAYROLL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		93,608.19
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL		93,849.73
ACCOUNT REPORTS
3.   BEGINNING BALANCE:		(241.54)
4.   RECEIPTS DURING CURRENT PERIOD:		274.52
(Transferred from General Account)		49,390.00
5.   BALANCE:		49,422.98
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:		53,210.79
7.   ENDING BALANCE:		(3,787.81)
8.   PAYROLL Account Number(s):	887481539
Depository Name & Location:	JPMorgan Chase Bank
	PO Box 659754
	San Antonio, TX  78265
(FN1) Funds were transferred into the account by the debtor early in January and all payroll checks cleared when presented by employees.

Page 4 of 17

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD
Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
December 2010		See Exhibit IV for detail	December Disbursements	53,210.79
TOTAL DISBURSEMENTS THIS PERIOD:				53,210.79

Page 5 of 17

PAYROLL ACCOUNT
BANK RECONCILIATION
	Bank Statement Date:	12/31/2010	Balance on Statement:	3,401.56
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc #887481539 are set
	forth on Exhibit V and total $7,189.37		7,189.37	See Exhibit V
TOTAL OUTSTANDING CHECKS:				7,189.37
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				(3,787.81)

Page 6 of 17

I.  CASH RECEIPTS AND DISBURSEMENTS
C. (TAX ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS		100.00
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX		48.00
ACCOUNT REPORTS
3.   BEGINNING BALANCE:		52.00
4.   RECEIPTS DURING CURRENT PERIOD:		25.00
(Transferred from General Account)
5.   BALANCE:		77.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:		52.00
7.   ENDING BALANCE:		25.00
8.   TAX Account Number(s):	887481562
Depository Name & Location:	JPMorgan Chase Bank
	PO Box 659754
	San Antonio, TX  78265

Page 7 of 17

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD
Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
12/22/2010	211		Transfer from Tax acct to Ops acct	40.00
12/31/2010			Service Charge	12.00
			TOTAL DISBURSEMENTS THIS PERIOD:	52.00

Page 8 of 17

TAX ACCOUNT
BANK RECONCILIATION
	Bank Statement Date:	12/31/2010	Balance on Statement:	25.00
Plus deposits in transit:
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks:
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				25.00

Page 9 of 17

I. D SUMMARY SCHEDULE OF CASH
ENDING BALANCES FOR THE PERIOD:
		General Account:	15,081.61
		Payroll Account:	(3,787.81)
		Tax Account:	25.00
Other Accounts:	NONE		0.00
			0.00
			0.00
Other Monies:	NONE		0.00
		Petty Cash (from below):	600.00
TOTAL CASH AVAILABLE:				11,918.80
Petty Cash Transactions:
Date	Purpose		Amount
3/31/2010	Beginning balance		2,800.27
6/30/2010	Petty cash expenditures including office supplies, small		(2,200.27)
	repairs, fuel expenses and COD transactions
TOTAL PETTY CASH TRANSACTIONS:				600.00

Page 10 of 17

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS
AND OTHER PARTIES TO EXECUTORY CONTRACTS
Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Setal and related entities (secured creditors)(FN1)	N/A.  Debt matured pre-petition	N/A	N/A
Butler Capital (FN2)	Monthly	1,715.48	0	0.00
Butler Capital (FN3)	Monthly	785.45	0	0.00
GE Capital (FN4)	Monthly	830.44	9	7,473.96
GMAC (FN4)	Monthly	492.29	9	4,430.61
Leaf (FN5)	Monthly	1,715.48	0	0.00
Chrysler	Monthly	801.39	0	0.00
Canon (FN6)	Monthly	265.00	8	2,120.00
Mountain Gate-Corona, LP	Monthly	3,914.80	0	0.00
Orangecrest Partners, LLC	Monthly	2,035.00	0	0.00
Summit Heights Center, LP	Monthly	2,992.00	0	0.00
LHC Morningside Marketplace, LLC	Monthly	3,440.48	0	0.00
** See attached schedule for remaining leases			TOTAL DUE:	35,291.89
(FN1) - All of the Debtors are jointly and severally liable for Setal debt, which for convenience is listed in detail on the Monthly report for U.S. Dry Cleaning Services
(FN2) - This loan has been renegotiated.  The Debtor and creditor agreed to $9,999.84 to be paid over twenty-four months, beginning December 1, 2010.  All payments will be made according to the completed and executed documents.  There are no post petition payments that have not been made.
(FN3) - This loan has been renegotiated.  The Debtor and creditor agreed to $10,000.08 to be paid over twenty-four months, beginning December 1, 2010.  All payments will be made according to the completed and executed documents.  There are no post petition payments that have not been made.
(FN4) - The Debtor is currently negotiating adequate protection payments on these loans.
(FN5) - This loan has been renegotiated.  Thee Debtor and creditor agreed to $10,000.00 to be paid over twelve monthly payments, beginning December 15, 2010.
(FN6) - The Debtor is currently renegotiating payments on this lease.
III. TAX LIABILITIES
		Gross Sales Subject to Sales Tax:		0.00
		Total Wages Paid:		42,326.76
		Total Post-Petition Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
(FN7)	Federal Withholding	1,399.38	1,399.38	3/31/2010
(FN7)	State Withholding	753.14	753.14	3/31/2010
(FN7)	FICA- Employer's Share	2,915.40	2,915.40	3/31/2010
(FN7)	FICA- Employee's Share	2,915.40	2,915.40	3/31/2010
(FN7)	Federal Unemployment	259.25	259.25	3/31/2010
	Sales and Use	NA	NA
	Real Property	0.00	0.00
Other:	State Unemployment (FN7)	2,172.21	2,172.21	3/31/2010
	TOTAL:	10,414.78	10,414.78
(FN7) - The Debtors discovered in November that payroll taxes for certain entities were not paid for the month of March 2010.  The Debtors now use a payroll service that makes pre-funded payroll tax payments directly to the taxing authorities.  The only delinquent amounts are from March 2010.

Page 11 of 17

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS
AND OTHER PARTIES TO EXECUTORY CONTRACTS
Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Cloverdale Marketplace, LLC	Monthly	3,120.00	0	0.00
Trimark/Hughes Corona Valley, LLC	Monthly	5,186.00	0	0.00
Biltmore Riverside I, LLC	Monthly	4,476.28	0	0.00
Heritage Village, LLC-Rejected Lease	Monthly	2,261.95	0	0.00
Sierra Lakes Village, LLC-Rejected Lease (FN1)	Monthly	5,316.83	4	21,267.32
(FN1) - This lease was rejected by the Debtor at the end of June 2010.  The Debtor owes lease admin payments for March, April, May and June 2010.

Page 12 of 17

IV.  AGING OF ACCOUNTS PAYABLE AND RECEIVABLE
			Accounts Payable	Accounts Receivable
			Post-Petition	Pre-Petition	Post-Petition
		30 days or less	10,740.87	0.00	36,448.78
		31 - 60 days	2,732.79	0.00	0.00
		61 - 90 days	1,746.04	0.00	31.44
		91 - 120 days	0.00	0.00	817.67
		Over 120 days	3,044.61	0.00	0.00
		TOTAL:	18,264.31	0.00	37,297.89
V. INSURANCE COVERAGE
		Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
	Workers Compensation	Argonaut Great Central	Compulsory	6/1/2011	6/1/2011	*
	Automobile	Argonaut Great Central	1,000,000	2/14/2011	2/14/2011	*
	Umbrella	Argonaut Great Central	1,000,000	2/14/2011	2/14/2011	*
Others:	BOP	Argonaut Great Central	Included	2/14/2011	2/14/2011	*
* The premiums have been paid through the policy term.  Premium financing payments are due in 4 monthly payments of $7,965.
VI.  UNITED STATES TRUSTEE QUARTERLY FEES
(TOTAL PAYMENTS)
Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
3/31/2010	1,111.48	325.00	5/11/10	325.00	0.00
6/30/2010	102,173.31	975.00	7/30/10	1,625.00	(650.00)
9/30/2010	192,772.89	1,625.00	10/26/10	4,875.00	(3,250.00)
12/31/2010	364,607.42	4,875.00	Previous overpayments applied		4,875.00
(FN1)		7,800.00		6,825.00	975.00
(FN1) - Pursuant to discussion with the Office of the United States Trustee, the Total Disbursements amounts for the previous quarters have been restated to reflect only disbursements from the Debtors' bankruptcy estates (and not inter and intra company transfers).  Inter and intra company transfers have been eliminated to show only true disbursements leaving the bankruptcy estates.  The relating Quarterly Fees have been restated, accordingly.

Page 13 of 17

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS
Name of Insider	Date of Order Authorizing Compensation	Authorized Gross Compensation	Gross Compensation Paid During the Month
NONE
VIII.  SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS
Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
NONE

Page 14 of 17

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

			Current Month	Cumulative Post-Petition
Sales/Revenue:
	Gross Sales/Revenue		85,359.77	1,082,156.49
	Less: Returns/Discounts		165.34	11,199.19
		Net Sales/Revenue	85,194.43	1,070,957.30
Cost of Goods Sold:
	Beginning Inventory at cost		0.00	0.00
	Purchases		6,634.78	85,255.42
	Less: Ending Inventory at cost		0.00	0.00
		Cost of Goods Sold (COGS)	6,634.78	85,255.42
Gross Profit			78,559.65	985,701.88
	Other Operating Income (Itemize)		0.00	0.00
Operating Expenses:
	Payroll - Insiders		0.00	0.00
	Payroll - Other Employees		42,326.76	602,342.55
	Payroll Taxes		3,235.88	60,145.12
	Other Taxes (Itemize)		84.50	5,187.72
	Depreciation and Amortization		5,509.79	54,730.56
	Rent Expense - Real Property		14,698.76	217,704.67
	Lease Expense - Personal Property		811.07	6,468.14
	Insurance		6,469.50	60,996.86
	Real Property Taxes		0.00	0.00
	Telephone and Utilities		7,850.03	74,164.91
	Repairs and Maintenance		653.39	20,161.98
	Travel and Entertainment (Itemize)		0.00	0.00
	Miscellaneous Operating Expenses (Itemize)		6,838.52	92,223.35
		Total Operating Expenses	88,478.20	1,194,125.86
		Net Gain/(Loss) from Operations	(9,918.55)	(208,423.98)
Non-Operating Income:
	Interest Income		0.00	0.00
	Net Gain on Sale of Assets (Itemize)		0.00	2,000.00
	Other (Itemize)		0.00	0.00
		Total Non-Operating income	0.00	2,000.00
Non-Operating Expenses:
	Interest Expense		0.00	1,559.62
	Legal and Professional (Itemize)		0.00	6,825.00
	Other (Itemize)		5,950.00	65,279.52
		Total Non-Operating Expenses	5,950.00	73,664.14
NET INCOME/(LOSS)			(15,868.55)	(280,088.12)

Page 15 of 17

X. BALANCE SHEET
(ACCRUAL BASIS ONLY)
			Current Month End
ASSETS
	Current Assets:
	Unrestricted Cash		11,918.80
	Restricted Cash		0.00
	Accounts Receivable		37,297.89
	Inventory		0.00
	Notes Receivable		0.00
	Prepaid Expenses		15,337.50
	Other (Itemize)		0.00
		Total Current Assets		64,554.19
Property, Plant, and Equipment			714,015.23
Accumulated Depreciation/Depletion			(214,193.47)
				499,821.76
Other Assets (Net of Amortization):
	Due from Insiders		0.00
	Other (Itemize)		3,793.66
		Total Other Assets		3,793.66
TOTAL ASSETS				568,169.61
LIABILITIES
Post-petition Liabilities:
	Accounts Payable		18,264.31
	Taxes Payable		10,414.78
	Notes Payable		0.00
	Professional fees		0.00
	Secured Debt		0.00
	Other (Itemize)		360,911.65
		Total Post-petition Liabilities		389,590.74
Pre-petition Liabilities:
	Secured Liabilities		62,959.23
	Priority Liabilities		23,080.75
	Unsecured Liabilities		641,100.70
	Other (Itemize)		0.00
		Total Pre-petition Liabilities		727,140.68
TOTAL LIABILITIES				1,116,731.42
EQUITY:
	Pre-petition Owners’ Equity		(268,473.69)
	Post-petition Profit/(Loss)		(280,088.12)
	Direct Charges to Equity		0.00
TOTAL EQUITY				(548,561.81)
TOTAL LIABILITIES & EQUITY				568,169.61

Page 16 of 17

XI.  QUESTIONNAIRE
		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?  If "Yes", explain below:	X
	N/A
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?  If "Yes", explain below:	X
	N/A
3.	State what progress was made during the reporting period toward filing a plan of reorganization
	The Debtors and their management finalized the Debtors' Chapter 11 plan of reorganization and disclosure statement in December.  The Debtors filed their plan and disclosure statement on January 3, 2011.  A hearing on approval of the disclosure statement is set for February 9, 2011.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a pending motion to appoint a chapter 11 trustee.  If that motion is granted, it would significantly impact this case.  The current hearing has been continued to April 2011.   The Debtor (and its related entities) are in the process of attempting to raise exit financing with their investment banker, Provident Group.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	N/A
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report?  If "Yes", please set forth the amounts and sources of the income below.	X
	N/A
I,	Robert Lee, Chief Executive Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

1-20-11
Date	Principal for debtor-in-possession

Page 17 of 17

EX-99.3

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

In Re:			CHAPTER 11 (BUSINESS)
	STEAM PRESS HOLDINGS, INC.
			Case Number:	8:10-bk-12740-RK
			Operating Report Number:	10
		Debtor(s).	For the Month Ending:	12/31/2010
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				0.00
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				0.00
3.   BEGINNING BALANCE:				0.00
4.   RECEIPTS DURING CURRENT PERIOD:
	Accounts Receivable - Post-filing		0.00
	Accounts Receivable - Pre-filing		0.00
	General Sales		0.00
	Other (Specify)		0.00
	Other (Specify)		0.00
	TOTAL RECEIPTS THIS PERIOD:			0.00
5.   BALANCE:				0.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	Transfers to Other DIP Accounts (from page 2)		0.00
	Disbursements (from page 2)		0.00
	TOTAL DISBURSEMENTS THIS PERIOD:			0.00
7.   ENDING BALANCE:				0.00
8.	General Account Number(s):
	Depository Name & Location:
	Note: This Debtor holds 100% of the common stock of Enivel, Inc., Case Number: 8:10-bk-12735-RK and has no activity.

Page 1 of 16

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee or DIP account	Purpose	Amount Transferred	Amount Disbursed	Amount
		NONE				0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
		TOTAL DISBURSEMENTS THIS PERIOD:		0.00	0.00	$           0.00

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	NONE	Balance on Statement:
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				0.00

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS	0.00
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS	0.00
3.   BEGINNING BALANCE:	0.00
4.   RECEIPTS DURING CURRENT PERIOD:	0.00
(Transferred from General Account)
5.   BALANCE:	0.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:	0.00
7.   ENDING BALANCE:	0.00
8.   PAYROLL Account Number(s):
Depository Name & Location:

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
		NONE
			TOTAL DISBURSEMENTS THIS PERIOD:	0.00

Page 5 of 16

PAYROLL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	NONE	Balance on Statement:
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				0.00

Page 6 of 16

I.  CASH RECEIPTS AND DISBURSEMENTS

C. (TAX ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS	0.00
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX ACCOUNT REPORTS
3.   BEGINNING BALANCE:	0.00
4.   RECEIPTS DURING CURRENT PERIOD:	0.00
(Transferred from General Account)
5.   BALANCE:	0.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:	0.00
7.   ENDING BALANCE:	0.00
8.   TAX Account Number(s):
Depository Name & Location:

Page 7 of 16

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
		NONE
			TOTAL DISBURSEMENTS THIS PERIOD:	0.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	NONE	Balance on Statement:
Plus deposits in transit:
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks:
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$               0.00

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:

		General Account:	0.00
		Payroll Account:	0.00
		Tax Account:	0.00
*Other Accounts:	NONE		0.00
			0.00
			0.00
*Other Monies:	NONE		0.00
	Petty Cash (from below):		0.00
TOTAL CASH AVAILABLE:				0.00

Petty Cash Transactions:

Date	Purpose	Amount
N/A
TOTAL PETTY CASH TRANSACTIONS:			0.00

Page 10 of 16

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
NONE
			TOTAL DUE:	0.00

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:

		Gross Sales Subject to Sales Tax:		0.00
		Total Wages Paid:		0.00
		Total Post-Petition  Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
	Federal Withholding	N/A
	State Withholding	N/A
	FICA- Employer's Share	N/A
	FICA- Employee's Share	N/A
	Federal Unemployment	N/A
	Sales and Use	N/A
	Real Property	N/A
Other:
	TOTAL:	0.00	0.00

Page 11 of 16

IV.  AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

			Accounts Payable	Accounts Receivable
			Post-Petition	Pre-Petition	Post-Petition
		30 days or less
		31 - 60 days
		61 - 90 days
		91 - 120 days
		Over 120 days
		TOTAL:	0.00	0.00	0.00
V. INSURANCE COVERAGE
		Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
		N/A
Others:
VI.  UNITED STATES TRUSTEE QUARTERLY FEES
(TOTAL PAYMENTS)
Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
3/31/2010	0.00	325.00	5/31/10	325.00	0.00
6/30/2010	0.00	325.00	7/30/10	325.00	0.00
9/30/2010	0.00	325.00	10/29/10	325.00	0.00
12/31/2010	0.00	325.00			325.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
		1,300.00		975.00	325.00

Page 12 of 16

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	*Authorized Gross Compensation	Gross Compensation Paid During the Month
NONE
VIII.  SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS
Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
NONE

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month	Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue	0.00	0.00
Less: Returns/Discounts	0.00	0.00
Net Sales/Revenue	0.00	0.00
Cost of Goods Sold:
Beginning Inventory at cost	0.00	0.00
Purchases	0.00	0.00
Less: Ending Inventory at cost	0.00	0.00
Cost of Goods Sold (COGS)	0.00	0.00
Gross Profit	0.00	0.00
Other Operating Income (Itemize)	0.00	0.00
Operating Expenses:
Payroll - Insiders	0.00	0.00
Payroll - Other Employees	0.00	0.00
Payroll Taxes	0.00	0.00
Other Taxes (Itemize)	0.00	0.00
Depreciation and Amortization	0.00	0.00
Rent Expense - Real Property	0.00	0.00
Lease Expense - Personal Property	0.00	0.00
Insurance	0.00	0.00
Real Property Taxes	0.00	0.00
Telephone and Utilities	0.00	0.00
Repairs and Maintenance	0.00	0.00
Travel and Entertainment (Itemize)	0.00	0.00
Miscellaneous Operating Expenses (Itemize)	0.00	0.00
Total Operating Expenses	0.00	0.00
Net Gain/(Loss) from Operations	0.00	0.00
Non-Operating Income:
Interest Income	0.00	0.00
Net Gain on Sale of Assets (Itemize)	0.00	0.00
Other (Itemize)	0.00	0.00
Total Non-Operating income	0.00	0.00
Non-Operating Expenses:
Interest Expense	0.00	0.00
Legal and Professional (Itemize) [FN1]	0.00	650.00
Other (Itemize)	0.00	0.00
Total Non-Operating Expenses	0.00	650.00
NET INCOME/(LOSS)	0.00	(650.00)

[FN1] Represents U.S. Trustee fees paid by Enivel, which is the operating company.

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash	0.00
Restricted Cash	0.00
Accounts Receivable	0.00
Inventory	0.00
Notes Receivable	0.00
Prepaid Expenses	0.00
Other (Itemize)	0.00
Total Current Assets		0.00
Property, Plant, and Equipment	0.00
Accumulated Depreciation/Depletion	0.00
Net Property, Plant, and Equipment		0.00
Other Assets (Net of Amortization):
Due from Insiders	0.00
Other (Itemize)	0.00
Total Other Assets		0.00
TOTAL ASSETS		0.00
LIABILITIES
Post-petition Liabilities:
Accounts Payable	0.00
Taxes Payable	0.00
Notes Payable	0.00
Professional fees	0.00
Secured Debt	0.00
Other (Itemize) [A]	650.00
Total Post-petition Liabilities		650.00
Pre-petition Liabilities:
Secured Liabilities	0.00
Priority Liabilities	0.00
Unsecured Liabilities	0.00
Other (Itemize)	0.00
Total Pre-petition Liabilities		0.00
TOTAL LIABILITIES		650.00
EQUITY:
Pre-petition Owners’ Equity	0.00
Post-petition Profit/(Loss)	(650.00)
Direct Charges to Equity	0.00
TOTAL EQUITY		(650.00)
TOTAL LIABILITIES & EQUITY		0.00

[A] Represents U.S. Trustee fees paid by Enivel, which is the operating company.

Page 15 of 16

XI.  QUESTIONNAIRE

		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?  If "Yes", explain below:	X
	N/A
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?  If "Yes", explain below:	X
	N/A
3.	State what progress was made during the reporting period toward filing a plan of reorganization
	The Debtors and their management finalized the Debtors' Chapter 11 plan of reorganization and disclosure statement in December.  The Debtors filed their plan and disclosure statement on January 3, 2011.  A hearing on approval of the disclosure statement is set for February 9, 2011.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a pending motion to appoint a chapter 11 trustee.  If that motion is granted, it would significantly impact this case.  The current hearing has been continued to April 2011.   The Debtor (and its related entities) are in the process of attempting to raise exit financing with their investment banker, Provident Group.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	N/A
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report?  If "Yes", please set forth the amounts and sources of the income below.	X
	N/A
I,	Robert Lee, Chief Executive Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

1-20-11
Date	Principal for debtor-in-possession

Page 16 of 16

EX-99.4

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

In Re:			CHAPTER 11 (BUSINESS)
	U.S. DRY CLEANING SERVICES CORPORATION
			Case Number:	8:10-bk-12748-RK
			Operating Report Number:	10
		Debtor(s).	For the Month Ending:	12/31/2010
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				4,033,434.82
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL				3,970,480.38
ACCOUNT REPORTS
3.   BEGINNING BALANCE:				62,954.44
4.   RECEIPTS DURING CURRENT PERIOD:
Accounts Receivable - Post-filing			0.00
Accounts Receivable - Pre-filing			0.00
Other (Specify)		See Exhibit I	74,860.00
Other (Specify)		Management Fees (Division)	212,450.00
Other (Specify)		DIP Financing	28,898.50
TOTAL RECEIPTS THIS PERIOD:				316,208.50
5.   BALANCE:				379,162.94
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
Transfers to Other DIP Accounts (from page 2)			165,720.83
Disbursements (from page 2)			195,789.46
TOTAL DISBURSEMENTS THIS PERIOD:				361,510.29
7.   ENDING BALANCE:				17,652.65
8.   General Account Number(s):			870626041; 878670009
Depository Name & Location:			JPMorgan Chase Bank
			PO Box 659754
			San Antonio, TX 78265

[A] U.S. Dry Cleaning Services Corporation's General Accounts were the depository and disbursement center for a portion of Cleaner's Club Acquisition Sub, Inc., USDC Tuchman, and USDC Portsmouth's transactions. Beginning in June this practice has ceased.

Page 1 of 16

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee or  DIP account	Purpose	Amount Transferred	Amount Disbursed	Amount
December 2010		See Exhibit II for detail	December disbursements		195,789.46	195,789.46
December 2010		See Exhibit II for detail	December Intra Debtor transfers	130,217.69		130,217.69
December 2010		See Exhibit II for detail	December Inter debtor transfers	35,503.14		35,503.14
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
		TOTAL DISBURSEMENTS THIS PERIOD (FN1):		165,720.83	195,789.46	$361,510.29

(FN1) - Transfers reported on this schedule represent two different types of non-disbursement activity.  Intra Debtor transfers are transfers between bank accounts with the same Federal Identification Number.  Inter Debtor transfers are transfers to bank accounts held by other Debtors within the same bankruptcy proceeding.

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	68,119.98
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 870626041 are set
	forth on Exhibit III and total $50,467.33		50,467.33	Exhibit III
TOTAL OUTSTANDING CHECKS:				50,467.33
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				17,652.65

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)

1.    TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		4,340,080.04
2.    LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		4,339,627.28
3.    BEGINNING BALANCE:		452.76
4.    RECEIPTS DURING CURRENT PERIOD:		0.00
(Transferred from General and Tax Accounts)		56,391.19
5.    BALANCE:		56,843.95
6.    LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:		56,791.19
7.    ENDING BALANCE:		52.76
8.    PAYROLL Account Number(s):	887481737
Depository Name & Location:	JPMorgan Chase Bank
	PO Box 659754
	San Antonio, TX 78265

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount Transferred	Amount Disbursed	Amount
December 2010		See Exhibit IV for details	December payroll disbursements		56,391.19	56,391.19
December 2010		See Exhibit IV for details	December Intra Debtor transfers	400.00		400.00
		TOTAL DISBURSEMENTS THIS PERIOD:		400.00	56,391.19	56,791.19

Page 5 of 16

PAYROLL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	19,569.39
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 887481737 are set
	forth on Exhibit V and total $19,516.63		19,516.63	See Exhibit V
TOTAL OUTSTANDING CHECKS:				19,516.63
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				52.76

Page 6 of 16

I.  CASH RECEIPTS AND DISBURSEMENTS

C. (TAX ACCOUNT)

1.    TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS		53,225.96
2.    LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX ACCOUNT REPORTS		53,161.96
3.    BEGINNING BALANCE:		64.00
4.    RECEIPTS DURING CURRENT PERIOD:		0.00
(Transferred from General Account)
5.    BALANCE:		64.00
6.    LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:		12.00
(Transferred to General Account)
7.    ENDING BALANCE:		52.00
8. TAX Account Number(s):	887481752
Depository Name & Location:	JPMorgan Chase Bank
	PO Box 659754
	San Antonio, TX 78265

Page 7 of 16

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
12/31/2010		CHASE	Bank Service Charge	12.00
			TOTAL DISBURSEMENTS THIS PERIOD:	12.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	52.00
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				52.00

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:
		General Account:	17,652.65
		Payroll Account:	52.76
		Tax Account:	52.00
Other Accounts:	NONE		0.00
			0.00
			0.00
Other Monies:	NONE		0.00
		Petty Cash (from below):	0.00
TOTAL CASH AVAILABLE:				17,757.41
Petty Cash Transactions:
Date	Purpose		Amount
N/A
TOTAL PETTY CASH TRANSACTIONS:				0.00

Page 10 of 16

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Canon - Copier Lease (FN1)	Monthly	307.00	10	3,070.00
Setal I, LLC (FN2)	Setal I, LLC and its related entities ("Setal") are the Debtors' pre-petition senior secured
Setal 2, LLC	lenders. All loans matured pre-petition.  As of the petition date, Setal's secured
Setal 3, LLC	debt was approximately $16 million, including principal, interest and fees.
Setal 4, LLC
Setal 5, LLC
Setal 6, LLC
Taylor Family Trust dated March 3, 1994
Bellhop Cleaners (FN3)	Matured pre-petition 01/14/2010	N/A	N/A	N/A
Team Equipment Inc. (FN3)	Matured pre-petition 01/14/2010	N/A	N/A	N/A
4040 MacArthur LP - Office Lease	Monthly	4,500.00	0	-
Richardson & Patel (FN4)	Monthly	7,000.00	9	63,000.00
			TOTAL DUE:	66,070.00

(FN1) - The Debtor is currently renegotiating payments on this lease.

(FN2) - All of the Debtors are jointly and severally liable for the Setal debt, for convenience they are listed on this Monthly report.

(FN3) - These two entities are insiders of the Debtors estate, and the Debtors dispute that these entities are secured creditors.

(FN4) - This is a secured loan and the treatment of this loan will be provided for in the plan of reorganization

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:
		Gross Sales Subject to Sales Tax:		0.00
		Total Wages Paid:		54,266.32
		Total Post-Petition Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
(FN5)	Federal Withholding	0.00	0.00
(FN5)	State Withholding	0.00	0.00
(FN5)	FICA- Employer's Share	0.00	0.00
(FN5)	FICA- Employee's Share	0.00	0.00
(FN5)	Federal Unemployment	0.00	0.00
	Sales and Use	NA	NA
	Real Property	NA	NA
Other:	State Unemployment (FN5)	0.00	0.00
	TOTAL:	0.00	0.00

(FN5) - The Debtor uses a payroll service that makes pre-funded payroll tax payments directly to the taxing authorities

Page 11 of 16

IV.  AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

			Accounts Payable	Accounts Receivable
			Post-Petition	Pre-Petition	Post-Petition
		30 days or less	11,818.64	0.00	0.00
		31 - 60 days	892.50	0.00	0.00
		61 - 90 days	3,253.80	0.00	0.00
		91 - 120 days	18,333.10	0.00	0.00
		Over 120 days	3,836.18	0.00	0.00
		TOTAL:	38,134.22	0.00	0.00
V. INSURANCE COVERAGE
		Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
	D&O	Monitor Group/ Carina Casualty	3,000,000	1/25/2011	12/31/2010
	Umbrella	Argonaut Great Central	1,000,000	5/2/2011	5/2/2011
	Workers Compensation	Argonaut Great Central	Compulsory	6/1/2011	6/1/2011
	Health (FN1)	Anthem Blue Cross/ Bryson	Varies	7/1/2011	12/31/2001
Others:
VI.  UNITED STATES TRUSTEE QUARTERLY FEES
(TOTAL PAYMENTS)

Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
3/31/2010	717,916.48	4,875.00	5/11/2010	6,500.00	(1,625.00)
6/30/2010	2,843,705.49	9,750.00	7/30/2010	8,125.00	1,625.00
9/30/2010	2,037,325.27	9,750.00	10/27/2010	4,875.00	4,875.00
			11/23/2010	7,150.00	(7,150.00)
12/31/2010	876,455.54	4,875.00	Previous overpayments applied		4,875.00
(FN2)		29,250.00		26,650.00	2,600.00

(FN1) Health Insurance is paid at the beginning of each month.  The Debtor pays 100% of the employee premium amounts.

(FN2) - Pursuant to discussion with the Office of the United States Trustee, the Total Disbursements amounts for the previous quarters have been restated to reflect only disbursements from the Debtors' bankruptcy estates (and not inter and intra company transfers).  Inter and intra company transfers have been eliminated to show only true disbursements leaving the bankruptcy estates.  The relating Quarterly Fees have been restated, accordingly.

Page 12 of 16

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Authorized Gross Compensation	Gross Compensation Paid During the Month
Robert Lee	7/6/2010	December regular ($14,000)	14,000.00
VIII.  SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS
Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
Robert Lee	7/6/2010	December housing ($1,500) and medical ($1,000)	2,500.00

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month	Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue	0.00	0.00
Less: Returns/Discounts	0.00	0.00
Net Sales/Revenue	0.00	0.00
Cost of Goods Sold:
Beginning Inventory at cost	0.00	0.00
Purchases	0.00	0.00
Less: Ending Inventory at cost	0.00	0.00
Cost of Goods Sold (COGS)	0.00	0.00
Gross Profit	0.00	0.00
Other Operating Income (Itemize)	0.00	0.00
Operating Expenses:
Payroll - Insiders	14,000.00	191,164.52
Payroll - Other Employees	40,266.32	442,439.11
Payroll Taxes	2,039.26	44,290.77
Other Taxes (Itemize)	0.00	176.57
Depreciation and Amortization	420.10	4,172.99
Rent Expense - Real Property	5,285.00	57,597.53
Lease Expense - Personal Property	0.00	1,030.52
Insurance	20,179.64	142,537.55
Real Property Taxes	0.00	0.00
Telephone and Utilities	2,033.18	22,226.62
Repairs and Maintenance	0.00	1,642.85
Travel and Entertainment (Itemize)	4,213.66	61,193.32
Miscellaneous Operating Expenses (Itemize)	11,536.77	120,439.53
Total Operating Expenses	99,973.93	1,088,911.88
Net Gain/(Loss) from Operations	(99,973.93)	(1,088,911.88)
Non-Operating Income:
Interest Income	0.00	0.00
Net Gain on Sale of Assets (Itemize)	0.00	0.00
Other (Itemize)	212,450.00	1,462,595.67
Total Non-Operating income	212,450.00	1,462,595.67
Non-Operating Expenses:
Interest Expense	14,642.86	45,000.00
Legal and Professional (Itemize)	119,210.00	1,416,183.70
Other (Itemize)	5,188.62	16,452.01
Total Non-Operating Expenses	139,041.48	1,477,635.71
NET INCOME/(LOSS)	(26,565.41)	(1,103,951.92)

Certain expenses are accrued, and not included in accounts payable - for example professional fees that have not been approved pursuant to Court order.

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash	17,757.41
Restricted Cash	94,000.00
Accounts Receivable	0.00
Inventory	0.00
Notes Receivable	0.00
Prepaid Expenses	29,958.15
Other (Itemize)	717,437.32
Total Current Assets		859,152.88
Property, Plant, and Equipment	64,194.47
Accumulated Depreciation/Depletion	(19,643.57)
Net Property, Plant, and Equipment		44,550.90
Other Assets (Net of Amortization):
Due from Insiders	0.00
Other (Itemize)	841,736.20
Total Other Assets		841,736.20
TOTAL ASSETS		1,745,439.98
LIABILITIES
Post-petition Liabilities:
Accounts Payable	38,134.22
Taxes Payable	0.00
Notes Payable	0.00
Professional fees	826,304.25
Secured Debt	0.00
Other (Itemize)	775,948.45
Total Post-petition Liabilities		1,640,386.92
Pre-petition Liabilities:
Secured Liabilities	13,670,181.87
Priority Liabilities	103,804.05
Unsecured Liabilities	7,453,469.05
Other (Itemize)	1,298,309.02
Total Pre-petition Liabilities		22,525,763.99
TOTAL LIABILITIES		24,166,150.91
EQUITY:
Pre-petition Owners’ Equity	(21,316,759.01)
Post-petition Profit/(Loss)	(1,103,951.92)
Direct Charges to Equity	0.00
TOTAL EQUITY		(22,420,710.93)
TOTAL LIABILITIES & EQUITY		1,745,439.98

Page 15 of 16

XI.  QUESTIONNAIRE

		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?  If "Yes", explain below:	X
	N/A
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?  If "Yes", explain below:	X
	N/A
3.	State what progress was made during the reporting period toward filing a plan of reorganization
	The Debtors and their management finalized the Debtors' Chapter 11 plan of reorganization and disclosure statement in December.  The Debtors filed their plan and disclosure statement on January 3, 2011.  A hearing on approval of the disclosure statement is set for February 9, 2011.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a pending motion to appoint a chapter 11 trustee.  If that motion is granted, it would significantly impact this case.  The current hearing has been continued to April 2011.   The Debtor (and its related entities) are in the process of attempting to raise exit financing with their investment banker, Provident Group.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	N/A
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report?  If "Yes", please set forth the amounts and sources of the income below.	X
	N/A
I,	Robert Lee, Chief Executive Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

1-20-11
Date	Principal for debtor-in-possession

Page 16 of 16

EX-99.5

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

In Re:	CHAPTER 11 (BUSINESS)
USDC FRESNO, INC.
USDC FRESNO 2, INC.	Case Number:	8:10-bk-12745-RK 8:10-bk-12746-RK
(SEE NOTE)	Operating Report Number:	10
Debtor(s).	For the Month Ending:	12/31/2010

I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS			4,531,511.23
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL			4,486,092.11
ACCOUNT REPORTS
3.   BEGINNING BALANCE:			45,419.12
4.   RECEIPTS DURING CURRENT PERIOD:
Accounts Receivable - Post-filing		445,236.18
Accounts Receivable - Pre-filing		0.00
General Sales		0.00
Other (Specify)	Transfers between DIP	12,730.00
Other (Specify)		0.00
TOTAL RECEIPTS THIS PERIOD:			457,966.18
5.   BALANCE:			503,385.30
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
Transfers to Other DIP Accounts (from page 2)		255,505.96
Disbursements (from page 2)		220,373.20
TOTAL DISBURSEMENTS THIS PERIOD:			475,879.16
7.   ENDING BALANCE:			27,506.14
8.   General Account Number(s):		0577461360
		870626066, 887481604
Depository Name & Location:		Bank of America, PO Box 37176
		San Francisco, CA  94137
		JPMorgan Chase Bank, PO Box 659754
		San Antonio, TX 78265

NOTE1:  The Debtors share one set of accounting records and cannot be distinctly separated. Therefore, their operating results are combined.

NOTE2:  The Debtors were under the management and control of Gamet Enterprises, LLC and Thomas Jones from the commencement of this case through mid October. During this time period, the Debtors were not in possession of certain bank accounts that received the Fresno Debtors' revenues and they were not in control of all disbursements.  The Debtors have done their best to accurately and completely portray the information contained herein.

Page 1 of 16

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee or DIP account	Purpose	Amount Transferred	Amount Disbursed	Amount
December 2010		See Exhibit I for detail	December Disbursements		220,373.20	220,373.20
December 2010		See Exhibit I for detail	December Intra Debtor transfers	194,650.00		194,650.00
December 2010		See Exhibit I for detail	December Inter Debtor transfers	60,855.96		60,855.96
TOTAL DISBURSEMENTS THIS PERIOD (FN1):				255,505.96	220,373.20	$475,879.16

(FN1) - Transfers reported on this schedule represent two different types of non-disbursement activity.  Intra Debtor transfers are transfers between bank accounts with the same Federal Identification Number.  Inter Debtor transfers are transfers to bank accounts held by other Debtors within the same bankruptcy proceeding.

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	39,311.47
Plus deposits in transit:
		Deposit Date	Deposit Amount
	Deposits from BofA Acc # 5774-61360 are
	set forth on Exhibit II and total $0.00		0.00	See Exhibit II
	Deposits from Chase Acc #870626066 are
	set forth on Exhibit II and total $30,819.71		30,819.71	See Exhibit II
TOTAL DEPOSITS IN TRANSIT				30,819.71
Less Outstanding Checks:
	Check Number	Check Date	Check Amount
	Checks from BofA Acc # 5774-61360 are
	set forth on Exhibit III and total $0.00		0.00	See Exhibit III
	Checks from Chase Acc # 870626066 are
	set forth on Exhibit III and total $42,625.04		42,625.04	See Exhibit III
TOTAL OUTSTANDING CHECKS:				42,625.04
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				27,506.14

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		458,180.66
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL		457,760.68
ACCOUNT REPORTS
3.   BEGINNING BALANCE:		419.98
4.   RECEIPTS DURING CURRENT PERIOD:
(Transferred from General Account)		181,920.00
5.   BALANCE:		182,339.98
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:		199,987.70
7.   ENDING BALANCE:  (FN1)		(17,647.72)
8.   PAYROLL Account Number(s):	887481588
Depository Name & Location:	JPMorgan Chase Bank
	PO Box 659754
	San Antonio, TX 78265

(FN1) Funds were transferred into the account by the debtor early in January and all payroll checks cleared when presented by employees.

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
December 2010		See Exhibit IV for detail	December Payroll Disbursements	199,987.70
TOTAL DISBURSEMENTS THIS PERIOD:				199,987.70

Page 5 of 16

PAYROLL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	8,322.29
Plus deposits in transit:
		Deposit Date	Deposit Amount
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks:
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 887481588 are set
	forth on Exhibit V and total $25,970.01		25,970.01	See Exhibit V
TOTAL OUTSTANDING CHECKS:				25,970.01
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				(17,647.72)

Page 6 of 16

I.  CASH RECEIPTS AND DISBURSEMENTS

C. (TAX ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS		100.00
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX		48.00
ACCOUNT REPORTS
3.   BEGINNING BALANCE:		52.00
4.   RECEIPTS DURING CURRENT PERIOD:		0.00
(Transferred from General Account)
5.   BALANCE:		52.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:***		12.00
7.   ENDING BALANCE:		40.00
8.   TAX Account Number(s):	887481596
Depository Name & Location:	JPMorgan Chase Bank
	PO Box 659754
	San Antonio, TX 78265

 

Page 7 of 16

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
12/31/2010	NA	Chase	Bank service charge	12.00
TOTAL DISBURSEMENTS THIS PERIOD:				12.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	40.00
Plus deposits in transit:
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks:
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				40.00

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:
		General Account:	27,506.14
		Payroll Account:	(17,647.72)
		Tax Account:	40.00
*Other Accounts:	NONE		0.00
			0.00
			0.00
*Other Monies:	NONE		0.00
		**Petty Cash (from below):	8,315.00
TOTAL CASH AVAILABLE:				18,213.42
Petty Cash Transactions:
Date	Purpose		Amount
4/30/2010	Cash in stores		7,725.13
5/31/2010	May office expenses		(510.13)
6/30/2010	June office expenses		(2,775.00)
7/31/2010	Funding less office exp		4,275.00
8/31/2010	Funding less office exp		790.00
9/30/2010	September - office supplies, repairs, small tools, parts, store supplies		(2,290.00)
10/31/2010	Funding less office exp		1,100.00
11/30/2010	Undeposited Cashiers Check in hand		10,000.00
12/31/2010	Cashiers Check deposited		(10,000.00)
TOTAL PETTY CASH TRANSACTIONS:				8,315.00

 

Page 10 of 16

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not  made (Number)	Total Due
Setal and related entities (secured creditors) (FN1)	N/A.  Debt matured pre-petition	N/A	N/A
Alliance Laundry Systems - Equip Lease (FN2)	Monthly	1,062.00	0	NA
Murphy Bank - Equipment Lease	Monthly	250.00	0	0.00
JST, LLC	Monthly	2,300.00	0	0.00
732 W. Bullard Palm, LLC	Monthly	4,131.00	0	0.00
E. Phillip Soderstrom	Monthly	3,125.00	0	0.00
PK III Blossom Valley Plaza LP	Monthly	2,991.26	0	0.00
Stephens Investments, Inc	Monthly	4,176.00	0	0.00
Three Golden Investments, LLC	Monthly	2,289.73	0	0.00
Cox/Walker/Merced, GP	Monthly	3,301.69	0	0.00
BH Development	Monthly	1,608.00	0	0.00
Robert N. Wills et al.	Monthly	1,740.00	0	0.00
Donald G. Aluisi (FN3)	Monthly	3,280.00	0	0.00
Sunset Square	Monthly	2,272.90	0	0.00
Pederson/Sun Tempe Square, LLC	Monthly	2,645.00	0	0.00
Willow Station, LLC	Monthly	3,094.99	0	0.00
Gilligan Commercial, LLC	Monthly	2,000.00	0	0.00
Donahue Schriber, LP	Monthly	3,924.00	0	0.00
Thomas S. Anderson	Monthly	3,853.41	0	0.00
Team Equipment Inc.	Monthly	1,600.00	0	0.00
Storage	Monthly	334.50	0	0.00
M&M Stone, Inc. - Rejected Lease (FN4)	Monthly	2,662.14	3	7,986.42
			TOTAL DUE:	7,986.42

(FN1) - All of the Debtors are jointly and severally liable for Setal debt, which for convenience is listed in detail on the Monthly report for U.S. Dry Cleaning Services

(FN2) - Debtor is in the process of documenting an agreement with this lessor pursuant to which the lessor has agreed to waive past amounts due and has agreed to lesser monthly payments

(FN3) - This lease has been renegotiated.  The Debtor and landlord agreed that all administrative payments totaling $17,280.00 will be over six months, beginning November 1, 2010.  There are no post petition payments that have not been made.

(FN4) - This lease was rejected by the Debtor at the end of May 2010.  The Debtor owes lease administrative payments for March, April and May 2010.

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:

		Gross Sales Subject to Sales Tax:		0.00
			Total Wages Paid:	175,129.04
		Total Post-Petition Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
(FN5)	Federal Withholding	0.00	0.00
(FN5)	State Withholding	0.00	0.00
(FN5)	FICA- Employer's Share	0.00	0.00
(FN5)	FICA- Employee's Share	0.00	0.00
(FN5)	Federal Unemployment	0.00	0.00
	Sales and Use	NA	NA
	Real Property	NA	NA
Other:	State Unemployment (FN5)	0.00	0.00
	TOTAL:	0.00	0.00

(FN5) - The Debtor uses a payroll service that makes pre-funded payroll tax payments directly to the taxing authorities

 

Page 11 of 16

IV.  AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

	Accounts Payable	Accounts Receivable
	Post-Petition	Pre-Petition	Post-Petition
30 days or less	47,102.07	0.00	89,123.54
31 - 60 days	1,389.14	0.00	12,221.56
61 - 90 days	0.00	0.00	5,561.73
91 - 120 days	608.25	0.00	15,121.10
Over 120 days	(64.07)	0.00	0.00
TOTAL:	49,035.39	0.00	122,027.93

V. INSURANCE COVERAGE
		Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
	Workers Compensation	Argonaut Great Central	Compulsory	6/1/2011	6/1/2011	*
	BOP	Argonaut Great Central	Included	2/15/2011	2/15/2011	*
	Automobile	Argonaut Great Central	1,000,000	2/15/2011	2/15/2011	*
	Umbrella	Argonaut Great Central	1,000,000	2/15/2011	2/15/2011	*
Others:	Health	Anthem	Varies	1/1/2011	12/31/2011

* The premiums have been paid through the policy term.  Premium financing payments are due in 4 monthly payments of $14,764.

VI.  UNITED STATES TRUSTEE QUARTERLY FEES

(TOTAL PAYMENTS)

Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
3/31/2010	126,325.45	975.00	5/11/10	975.00	0.00
6/30/2010	761,578.59	4,875.00	7/30/10	6,500.00	(1,625.00)
9/30/2010	1,203,588.77	6,500.00	10/26/10	8,125.00	(1,625.00)
12/31/2010	1,194,930.55	6,500.00	Previous overpayments applied		6,500.00
(FN1)		18,850.00		15,600.00	3,250.00

(FN1) - Pursuant to discussion with the Office of the United States Trustee, the Total Disbursements amounts for the previous quarters have been restated to reflect only disbursements from the Debtors' bankruptcy estates (and not inter and intra company transfers).  Inter and intra company transfers have been eliminated to show only true disbursements leaving the bankruptcy estates.  The relating Quarterly Fees have been restated, accordingly.

Page 12 of 16

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider Date of Order Authorizing Compensation Authorized Gross Compensation Gross Compensation Paid During the Month

VIII.  SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS

Name of Insider Date of Order Authorizing Compensation Description Amount Paid During the Month

 

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month	Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue	422,483.28	4,114,387.40
Less: Returns/Discounts	1,470.75	13,924.70
Net Sales/Revenue	421,012.53	4,100,462.70
Cost of Goods Sold:
Beginning Inventory at cost	0.00	0.00
Purchases	41,021.45	297,181.06
Less: Ending Inventory at cost	0.00	0.00
Cost of Goods Sold (COGS)	41,021.45	297,181.06
Gross Profit	379,991.08	3,803,281.64
Other Operating Income (Itemize)	0.00	0.00
Operating Expenses:
Payroll - Insiders	0.00	46,890.24
Payroll - Other Employees	175,129.04	1,657,900.17
Payroll Taxes	13,313.75	155,543.40
Other Taxes (Itemize)	1,501.38	13,276.26
Depreciation and Amortization	19,269.30	423,547.03
Rent Expense - Real Property	48,726.85	500,575.05
Lease Expense - Personal Property	0.00	2,465.92
Insurance	14,132.08	122,878.07
Real Property Taxes	0.00	0.00
Telephone and Utilities	25,596.73	264,793.23
Repairs and Maintenance	5,402.06	60,397.98
Travel and Entertainment (Itemize)	64.64	14,494.11
Miscellaneous Operating Expenses (Itemize)	44,364.01	394,843.60
Total Operating Expenses	347,499.84	3,657,605.05
Net Gain/(Loss) from Operations	32,491.24	145,676.59
Non-Operating Income:
Interest Income	0.00	0.00
Net Gain on Sale of Assets (Itemize)	0.00	0.00
Other (Itemize)	0.00	0.00
Total Non-Operating income	0.00	0.00
Non-Operating Expenses:
Interest Expense	0.00	721.42
Legal and Professional (Itemize)	0.00	19,123.36
Other (Itemize)	45,915.67	496,827.26
Total Non-Operating Expenses	45,915.67	516,672.04
NET INCOME/(LOSS)	(13,424.43)	(370,995.45)

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash	18,213.42
Restricted Cash	0.00
Accounts Receivable	122,027.93
Inventory	0.00
Notes Receivable	0.00
Prepaid Expenses	65,471.84
Other (Itemize)	0.00
Total Current Assets		205,713.19
Property, Plant, and Equipment	871,625.04
Accumulated Depreciation/Depletion	(503,396.47)
Net Property, Plant, and Equipment		368,228.57
Other Assets (Net of Amortization):
Due from Insiders	0.00
Other (Itemize)	4,515,303.09
Total Other Assets		4,515,303.09
TOTAL ASSETS		5,089,244.85
LIABILITIES
Post-petition Liabilities:
Accounts Payable	49,035.39
Taxes Payable	0.00
Notes Payable	0.00
Professional fees	0.00
Secured Debt	0.00
Other (Itemize)	73,281.74
Total Post-petition Liabilities		122,317.13
Pre-petition Liabilities:
Secured Liabilities	11,000.00
Priority Liabilities	0.00
Unsecured Liabilities	106,605.62
Other (Itemize)	0.00
Total Pre-petition Liabilities		117,605.62
TOTAL LIABILITIES		239,922.75
EQUITY:
Pre-petition Owners’ Equity	5,220,317.55
Post-petition Profit/(Loss)	(370,995.45)
Direct Charges to Equity	0.00
TOTAL EQUITY		4,849,322.10
TOTAL LIABILITIES & EQUITY		5,089,244.85

 

Page 15 of 16

XI.  QUESTIONNAIRE
		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?  If "Yes", explain below:	X
	N/A
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?  If "Yes", explain below:	X
	N/A
3.	State what progress was made during the reporting period toward filing a plan of reorganization
	The Debtors and their management finalized the Debtors' Chapter 11 plan of reorganization and disclosure statement in December.  The Debtors filed their plan and disclosure statement on January 3, 2011.  A hearing on approval of the disclosure statement is set for February 9, 2011.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a pending motion to appoint a chapter 11 trustee.  If that motion is granted, it would significantly impact this case.  The current hearing has been continued to April 2011.   The Debtor (and its related entities) are in the process of attempting to raise exit financing with their investment banker, Provident Group.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	N/A
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report?  If "Yes", please set forth the amounts and sources of the income below.	X
	N/A
I,	Robert Lee, Chief Executive Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.  Because Gamet Enterprises, LLC managed the Fresno Debtors from the commencement of the case through part of October, neither I nor the Debtors' staff can confirm that everything herein is true.  The Debtors hope to have an accounting done of the Fresno Debtors and Gamet in order to accurately determine whether any unauthorized expenditures have been made.

1-20-11
Date	Principal for debtor-in-possession

 

Page 16 of 16

EX-99.6

UNITED STATES DEPARTMENT OF JUSTICE
OFFICE OF THE UNITED STATES TRUSTEE
CENTRAL DISTRICT OF CALIFORNIA
In Re:			CHAPTER 11 (BUSINESS)
	USDC PORTSMOUTH, INC.
			Case Number:	8:10-bk-12743-RK
			Operating Report Number:	10
		Debtor(s).	For the Month Ending:	12/31/2010
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				2,729,841.29
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL				2,689,385.11
ACCOUNT REPORTS
3.   BEGINNING BALANCE:				40,456.18
4.   RECEIPTS DURING CURRENT PERIOD:
	Accounts Receivable - Post-filing		287,018.90
	Accounts Receivable - Pre-filing		0.00
	General Sales		0.00
	Other (Specify)	Transfer b/w accounts	78,325.00
	Other (Specify)	DIP Financing	10,787.69
	TOTAL RECEIPTS THIS PERIOD:			376,131.59
5.   BALANCE:				416,587.77
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	Transfers to Other DIP Accounts (from page 2)		253,875.00
	Disbursements (from page 2)		144,261.12
	TOTAL DISBURSEMENTS THIS PERIOD:			398,136.12
7.   ENDING BALANCE:				18,451.65
8.	General Account Number(s):		Chase: 870626058, 887481638
			Wells: 55357869337, 6581125843
	Depository Name & Location:		JPMorgan Chase Bank, PO Box 659754
			San Antonio, TX  78265
			Wells Fargo Bank, PO Box 6995
			Portland, OR  97228

Page 1 of 16

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee or DIP account	Purpose	Amount Transferred	Amount Disbursed	Amount
December 2010		See Exhibit I	December Intra Debtor transfers	224,875.00		224,875.00
December 2010		See Exhibit I	December Inter Debtor transfers	29,000.00		29,000.00
December 2010		See Exhibit I	December Disbursements		144,261.12	144,261.12
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
			TOTAL DISBURSEMENTS THIS PERIOD (FN1):	253,875.00	144,261.12	398,136.12

(FN1) - Transfers reported on this schedule represent two different types of non-disbursement activity.  Intra Debtor transfers are transfers between bank accounts with the same Federal Identification Number.  Inter Debtor transfers are transfers to bank accounts held by other Debtors within the same bankruptcy proceeding.

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	5,174.48
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
	Deposits from Chase Acc # 870626058 are set
	forth on Exhibit II and total $18,639.30		18,639.30	See Exhibit II
	Deposits from Wells Acc # 5357869337 are set
	forth on Exhibit IV and total $2,008.65		2,008.65	See Exhibit IV
TOTAL DEPOSITS IN TRANSIT				20,647.95
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 870626058 are set
	forth on Exhibit II and total $5,441.84		5,441.84	See Exhibit II
	Checks from Chase Acc # 887481638 are set
	forth on Exhibit III and total $1,928.94		1,928.94	See Exhibit III
TOTAL OUTSTANDING CHECKS:				7,370.78
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				18,451.65

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS
B. (PAYROLL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS			283,197.07
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL			282,951.73
ACCOUNT REPORTS
3.   BEGINNING BALANCE:			245.34
4.   RECEIPTS DURING CURRENT PERIOD:			0.00
	(Transferred from General Account)		148,299.48
5.   BALANCE:			148,544.82
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:		165,424.35
7.   ENDING BALANCE: (FN1)			(16,879.53)
8.	PAYROLL Account Number(s):	887481612
	Depository Name & Location:	JPMorgan Chase Bank
		PO Box 959754
		San Antonio, TX  78265

(FN1) Funds were transferred into the account by the debtor early in January and all payroll checks cleared when presented by employees.

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
December 2010		See Exhibit V	December Disbursements	165,424.35
			TOTAL DISBURSEMENTS THIS PERIOD:	165,424.35

Page 5 of 16

PAYROLL ACCOUNT
BANK RECONCILIATION
	Bank Statement Date:	12/31/2010	Balance on Statement:	$12,122.55
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 887481612 are set
	forth on Exhibit VI and total $29,002.08		29,002.08	See Exhibit VI
TOTAL OUTSTANDING CHECKS:				29,002.08
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				(16,879.53)

Page 6 of 16

I.  CASH RECEIPTS AND DISBURSEMENTS
C. (TAX ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS			100.00
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX			48.00
ACCOUNT REPORTS
3.   BEGINNING BALANCE:			52.00
4.   RECEIPTS DURING CURRENT PERIOD:			0.00
	(Transferred from General Account)
5.   BALANCE:			52.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:		12.00
7.   ENDING BALANCE:			40.00
8.	TAX Account Number(s):	870626058
	Depository Name & Location:	JPMorgan Chase Bank
		PO Box 959754
		San Antonio, TX  78265

Page 7 of 16

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
12/31/2010		Chase	Service Charge	12.00
			TOTAL DISBURSEMENTS THIS PERIOD:	12.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	12/31/2010	Balance on Statement:	40.00
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				40.00

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH
ENDING BALANCES FOR THE PERIOD:
		General Account:	18,451.65
		Payroll Account:	(16,879.53	)
		Tax Account:	40.00
*Other Accounts:	NONE		0.00
			0.00
			0.00
*Other Monies:	NONE		0.00
		Petty Cash (from below):	1,900.00
TOTAL CASH AVAILABLE:					3,512.12
Petty Cash Transactions:
Date	Purpose		Amount
3/31/2010	Beginning Balance		185.20
6/30/2010	Increase petty cash		1,814.80
7/31/2010	Office Expense		(6.00	)
8/31/2010	Office Expense		6.00
10/31/2010	Office Expenses		(100.00	)
TOTAL PETTY CASH TRANSACTIONS:					1,900.00

Page 10 of 16

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Setal and related entities (secured creditors)(FN1)	N/A.  Debt matured pre-petition	N/A	N/A
Merchants - Capital Lease	Monthly	0.00	0	0.00
Merchants - Capital Lease	Monthly	0.00	0	0.00
Merchants - Capital Lease	Monthly	0.00	0	0.00
Fairfax Sixplex, LLC	Monthly	3,600.00	0	0.00
Taco Bell Corp.	Monthly	3,522.33	0	0.00
Fairfax Sixplex, LLC	Monthly	3,900.00	0	0.00
Cypress Improvements, LLC	Monthly	1,520.30	0	0.00
Virginia Beach Affiliates, LLC	Monthly	5,998.88	0	0.00
Kemp River Corner Associates, LLP	Monthly	1,200.00	0	0.00
Great Neck Holding, LLC	Monthly	6,730.00	0	0.00
Government Contract	Monthly	2,153.40	0	0.00
Government Contract	Monthly	2,500.00	0	0.00
JLP-Chesapeake, LLC	Monthly	3,113.33	0	0.00
Commercial Building Associates, LLC	Monthly	15,800.00	0	0.00
Inland Western - Rejected Lease (FN2)	Monthly	2,989.35	4	11,957.40
			TOTAL DUE:	11,957.40

(FN1) - All of the Debtors are jointly and severally liable for Setal debt, which for convenience is listed in detail on the Monthly report for U.S. Dry Cleaning Services

(FN2) - This lease was rejected by the Debtor at the end of June 2010.  The Debtor owes lease admin payments for March, April, May and June.  The landlord's request for a stipulated payment was denied by the judge.  The remaining unpaid balance is shown on the schedule.  This is an administrative claim per the courts.

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:

		Gross Sales Subject to Sales Tax:		0.00
		Total Wages Paid:		132,922.12
		Total Post-Petition Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
(FN3)	Federal Withholding	5,507.97	5,507.97	3/31/2010
(FN3)	State Withholding	4,179.28	4,179.28	3/31/2010
(FN3)	FICA- Employer's Share	9,504.36	9,504.36	3/31/2010
(FN3)	FICA- Employee's Share	9,504.42	9,504.42	3/31/2010
(FN3)	Federal Unemployment	887.60	887.60	3/31/2010
	Sales and Use	0.00	0.00
	Real Property	0.00	0.00
Other:	State Unemployment (FN3)	2,490.10	2,490.10	3/31/2010
	TOTAL:	32,073.73	32,073.73

(FN3) - The Debtors discovered in November that payroll taxes for certain entities were not paid for the month of March 2010.  The Debtor filed bankruptcy on March 4, 2010, and beginning at the end of March, the Debtors began using a payroll company.  The Debtors still use a payroll company, which makes pre-funded payroll tax payments directly to the taxing authorities.

Page 11 of 16

IV.  AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

	Accounts Payable	Accounts Receivable
	Post-Petition	Pre-Petition	Post-Petition
30 days or less	49,112.19		108,140.04
31 - 60 days	9,957.38		2,002.13
61 - 90 days	2,403.01		842.91
91 - 120 days	6,369.19		2,242.27
Over 120 days	23,833.14	0.00	0.00
TOTAL:	91,674.91	0.00	113,227.35

V. INSURANCE COVERAGE

		Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
	Workers Compensation	Argonaut Great Central	Compulsory	6/1/2011	6/1/2011
	Automobile	Argonaut Great Central	1,000,000	3/24/2011	3/24/2011
	Umbrella	Argonaut Great Central	1,000,000	3/24/2011	3/24/2011
	BOP	Argonaut Great Central	Included	3/24/2011	3/24/2011
Others:	Dental (FN1)	Assurant / Bryson	Varies	5/1/2011	12/31/2010

VI.  UNITED STATES TRUSTEE QUARTERLY FEES

(TOTAL PAYMENTS)

Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
3/31/2010	15,706.67	650.00	5/11/10	650.00	0.00
6/30/2010	241,396.76	1,950.00	7/30/10	6,500.00	(4,550.00)
9/30/2010	499,413.42	4,875.00	10/26/10	4,875.00	0.00
12/31/2010	889,599.27	4,875.00	Previous overpayments applied		4,875.00
(FN2)		12,350.00		12,025.00	325.00

(FN1) - The Debtor pays for 50% of the employee's premium for Health Insurance.

(FN2) - Pursuant to discussion with the Office of the United States Trustee, the Total Disbursements amounts for the previous quarters have been restated to reflect only disbursements from the Debtors' bankruptcy estates (and not inter and intra company transfers).  Inter and intra company transfers have been eliminated to show only true disbursements leaving the bankruptcy estates.  The relating Quarterly Fees have been restated, accordingly.

Page 12 of 16

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Authorized Gross Compensation	Gross Compensation Paid During the Month
NONE

VIII.  SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
NONE

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

			Current Month	Cumulative Post-Petition
Sales/Revenue:
	Gross Sales/Revenue		275,171.50	3,200,929.89
	Less: Returns/Discounts		5,671.51	24,643.82
		Net Sales/Revenue	269,499.99	3,176,286.07
Cost of Goods Sold:
	Beginning Inventory at cost		0.00	0.00
	Purchases		13,177.18	145,794.75
	Less: Ending Inventory at cost		0.00	0.00
		Cost of Goods Sold (COGS)	13,177.18	145,794.75
Gross Profit			256,322.81	3,030,491.32
	Other Operating Income (Itemize)		0.00	0.00
Operating Expenses:
	Payroll - Insiders		0.00	0.00
	Payroll - Other Employees		132,922.12	1,423,553.26
	Payroll Taxes		11,188.39	130,682.47
	Other Taxes (Itemize)		620.42	12,912.32
	Depreciation and Amortization		22,797.00	226,450.20
	Rent Expense - Real Property		51,545.84	516,912.65
	Lease Expense - Personal Property		1,783.45	18,136.71
	Insurance		6,737.43	87,650.66
	Real Property Taxes		0.00	2,987.45
	Telephone and Utilities		27,206.39	231,984.87
	Repairs and Maintenance		6,854.44	85,194.73
	Travel and Entertainment (Itemize)		0.00	1,473.45
	Miscellaneous Operating Expenses (Itemize)		31,669.46	289,329.48
		Total Operating Expenses	293,324.94	3,027,268.25
		Net Gain/(Loss) from Operations	(37,002.13)	3,223.07
Non-Operating Income:
	Interest Income		0.00	0.00
	Net Gain on Sale of Assets (Itemize)		0.00	0.00
	Other (Itemize)		0.00	0.00
		Total Non-Operating income	0.00	0.00
Non-Operating Expenses:
	Interest Expense		0.00	260.38
	Legal and Professional (Itemize)		0.00	15,568.99
	Other (Itemize)		35,501.00	226,967.00
		Total Non-Operating Expenses	35,501.00	242,796.37
NET INCOME/(LOSS)			(72,503.13)	(239,573.30)

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

			Current Month End
ASSETS
	Current Assets:
	Unrestricted Cash		3,512.12
	Restricted Cash		0.00
	Accounts Receivable		113,227.35
	Inventory		0.00
	Notes Receivable		0.00
	Prepaid Expenses		344.24
	Other (Itemize)		23,000.00
		Total Current Assets		140,083.71
Property, Plant, and Equipment			1,840,460.20
Accumulated Depreciation/Depletion			(797,457.15)
		Net Property, Plant, and Equipment		1,043,003.05
Other Assets (Net of Amortization):
	Due from Insiders		0.00
	Other (Itemize)		642,085.83
		Total Other Assets		642,085.83
TOTAL ASSETS				1,825,172.59
LIABILITIES
Post-petition Liabilities:
	Accounts Payable		91,674.91
	Taxes Payable		32,073.73
	Notes Payable		0.00
	Professional fees		0.00
	Secured Debt		0.00
	Other (Itemize)		223,027.12
		Total Post-petition Liabilities		346,775.76
Pre-petition Liabilities:
	Secured Liabilities		0.00
	Priority Liabilities		342,555.91
	Unsecured Liabilities		480,227.49
	Other (Itemize)		0.00
		Total Pre-petition Liabilities		822,783.40
TOTAL LIABILITIES				1,169,559.16
EQUITY:
	Pre-petition Owners’ Equity		895,186.73
	Post-petition Profit/(Loss)		(239,573.30)
	Direct Charges to Equity		0.00
TOTAL EQUITY				655,613.43
TOTAL LIABILITIES & EQUITY				1,825,172.59

Page 15 of 16

XI.  QUESTIONNAIRE

		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?  If "Yes", explain below:	X
	N/A
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?  If "Yes", explain below:	X
	N/A
3.	State what progress was made during the reporting period toward filing a plan of reorganization
	The Debtors and their management finalized the Debtors' Chapter 11 plan of reorganization and disclosure statement in December.  The Debtors filed their plan and disclosure statement on January 3, 2011.  A hearing on approval of the disclosure statement is set for February 9, 2011.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a pending motion to appoint a chapter 11 trustee.  If that motion is granted, it would significantly impact this case.  The current hearing has been continued to April 2011.   The Debtor (and its related entities) are in the process of attempting to raise exit financing with their investment banker, Provident Group.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	N/A
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report?  If "Yes", please set forth the amounts and sources of the income below.	X
	N/A
I,	Robert Lee, Chief Executive Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

1-20-11
Date	Principal for debtor-in-possession

Page 16 of 16

EX-99.7

UNITED STATES DEPARTMENT OF JUSTICE
OFFICE OF THE UNITED STATES TRUSTEE
CENTRAL DISTRICT OF CALIFORNIA
In Re:			CHAPTER 11 (BUSINESS)
	USDC TUCHMAN INDIANA, INC.
			Case Number:	8:10-bk-12736
			Operating Report Number:	10
		Debtor(s).	For the Month Ending:	12/31/2010
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				5,703,607.25
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL				5,599,841.20
ACCOUNT REPORTS
3.   BEGINNING BALANCE:				103,766.05
4.   RECEIPTS DURING CURRENT PERIOD:
	Accounts Receivable - Post-filing		595,054.86
	Accounts Receivable - Pre-filing		0.00
	General Sales		0.00
	Other (Specify)	Transfers between DIP	3,500.00
	Other (Specify)	DIP Financing	2,947.13
	TOTAL RECEIPTS THIS PERIOD:			601,501.99
5.   BALANCE:				705,268.04
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	Transfers to Other DIP Accounts (from page 2)		368,095.00
	Disbursements (from page 2)		316,289.70
	TOTAL DISBURSEMENTS THIS PERIOD:			684,384.70
7.   ENDING BALANCE:				20,883.34
8.	General Account Number(s):		870626298, 887481521
	Depository Name & Location:		JPMorgan Chase Bank
			PO Box 659754
			San Antonio, TX 78265

Page 1 of 17

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD
Date mm/dd/yyyy	Check Number	Payee or  DIP account	Purpose	Amount Transferred	Amount Disbursed	Amount
December 2010		See Exhibit I for detail	December disbursements		13,269.00	13,269.00
December 2010		See Exhibit I for detail	December Intra Debtor transfers	0.00		0.00
December 2010		See Exhibit I for detail	December Inter Debtor transfers	0.00		0.00
December 2010		See Exhibit II for detail	December disbursements		303,020.70	303,020.70
December 2010		See Exhibit II for detail	December Intra Debtor transfers	300,700.00		300,700.00
December 2010		See Exhibit II for detail	December Inter Debtor transfers	67,395.00		67,395.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
						0.00
TOTAL DISBURSEMENTS THIS PERIOD (FN1):				368,095.00	316,289.70	684,384.70
(FN1) - Transfers reported on this schedule represent two different types of non-disbursement activity.  Intra Debtor transfers are transfers between bank accounts with the same Federal Identification Number.  Inter Debtor transfers are transfers to bank accounts held by other Debtors within the same bankruptcy proceeding.

Page 2 of 17

GENERAL ACCOUNT
BANK RECONCILIATION
	Bank Statement Date:	12/31/2010	Balance on Statement:	56,458.63
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
	Deposits from Chase Acc # 870626298 are set
	forth on Exhibit III and total $48,278.82		48,278.82	See Exhibit III
TOTAL DEPOSITS IN TRANSIT				48,278.82
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 870626298 are set
	forth on Exhibit IV and total $81,526.22		81,526.22	See Exhibit IV
	Checks from Chase Acc # 887481521 are set
	forth on Exhibit V and total $2,327.89		2,327.89	See Exhibit V
TOTAL OUTSTANDING CHECKS:				83,854.11
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				20,883.34

Page 3 of 17

I. CASH RECEIPTS AND DISBURSEMENTS
B. (PAYROLL ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS			537,983.58
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL			538,201.26
ACCOUNT REPORTS
3.   BEGINNING BALANCE:			(217.68)
4.   RECEIPTS DURING CURRENT PERIOD:
	(Transferred from General Account)		297,200.00
5.   BALANCE:			296,982.32
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:		312,373.00
7.   ENDING BALANCE:  (FN1)			(15,390.68)
8.	PAYROLL Account Number(s):	887481505
	Depository Name & Location:	JPMorgan Chase Bank
		PO Box 659754
		San Antonio, TX 78265
(FN1) Funds were transferred into the account by the debtor early in January and all payroll checks cleared when presented by employees.

Page 4 of 17

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD
Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
December 2010		See Exhibit VI for detail	December disbursements	312,373.00
TOTAL DISBURSEMENTS THIS PERIOD:				312,373.00

Page 5 of 17

PAYROLL ACCOUNT
BANK RECONCILIATION
	Bank Statement Date:	12/31/2010	Balance on Statement:	3,057.70
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 887481505 are set
	forth on Exhibit VII and total $18,448.38		18,448.38	See Exhibit VII
TOTAL OUTSTANDING CHECKS:				18,448.38
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				(15,390.68)

Page 6 of 17

I.  CASH RECEIPTS AND DISBURSEMENTS
C. (TAX ACCOUNT)
1.   TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS			100.00
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX			48.00
ACCOUNT REPORTS
3.   BEGINNING BALANCE:			52.00
4.   RECEIPTS DURING CURRENT PERIOD:			0.00
	(Transferred from General Account)
5.   BALANCE:			52.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:		12.00
7.   ENDING BALANCE:			40.00
8.	TAX Account Number(s):	887481513
	Depository Name & Location:	JPMorgan Chase Bank
		PO Box 659754
		San Antonio, TX 78265

Page 7 of 17

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD
Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
12/31/2010	NA	Chase	Bank service charge	12.00
TOTAL DISBURSEMENTS THIS PERIOD:				12.00

Page 8 of 17

TAX ACCOUNT
BANK RECONCILIATION
	Bank Statement Date:	12/31/2010	Balance on Statement:	40.00
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				40.00

Page 9 of 17

I. D SUMMARY SCHEDULE OF CASH
ENDING BALANCES FOR THE PERIOD:
		General Account:	20,883.34
		Payroll Account:	(15,390.68)
		Tax Account:	40.00
*Other Accounts:	NONE		0.00
			0.00
			0.00
*Other Monies:	NONE		0.00
		Petty Cash (from below):	5,100.00
TOTAL CASH AVAILABLE:				10,632.66
Petty Cash Transactions:
Date	Purpose		Amount
3/31/2010	Beginning balance		5,100.00
TOTAL PETTY CASH TRANSACTIONS:				5,100.00

Page 10 of 17

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Setal and related entities (secured creditors)(FN1)	N/A.  Debt matured pre-petition	N/A	N/A
Alan L. Sochacki and Gisele Sochacki, LLC	Monthly	2,750.00	0	0.00
DH Realty, LLC	Monthly	2,771.71	0	0.00
Oak Center, LLC	Monthly	3,856.00	0	0.00
Gerald Klapper	Monthly	3,653.64	0	0.00
Southport Associates, LLC	Monthly	2,000.00	0	0.00
T-L Shadeland Station, LLC	Monthly	2,020.47	0	0.00
Valtesi I, LLC	Monthly	2,250.00	0	0.00
Merchants 450, LLC	Monthly	5,093.54	0	0.00
G & J	Monthly	2,494.00	0	0.00
Cranfill Development Company	Monthly	4,175.25	0	0.00
Glendale Partners of Shadeland Crossing, LLC	Monthly	1,817.50	0	0.00
S & N Realty	Monthly	1,814.09	0	0.00
Franklin Shopping Plaza, LP	Monthly	1,820.00	0	0.00
TKC Properties, LLC	Monthly	1,870.00	0	0.00
86th & Ditch Road Realty Co.	Monthly	2,287.03	0	0.00
Harris FLP	Monthly	4,867.33	0	0.00
Flynn & Zinkan Holdings, LLC	Monthly	4,736.00	0	0.00
Nora Improvements, LLC (FN2)	Monthly	2,548.73	0	0.00
** See attached schedule for remaining leases			TOTAL DUE:	0.00

(FN1) - All of the Debtors are jointly and severally liable for Setal debt, which for convenience is listed in detail on the Monthly report for U.S. Dry Cleaning Services

(FN2)  This lease has been renegotiated.  The Debtor and landlord agree that all payments will be made according to the completed and executed documents.  The agreement was for total repayment of $12,952.66, paid in 4 monthly payments.  There are no post-petition payments that have not been made according to the completed and executed document.

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:

		Gross Sales Subject to Sales Tax:		0.00
		Total Wages Paid:		242,722.88
		Total Post-Petition Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
(FN3)	Federal Withholding	12,355.95	12,355.95	3/31/2010
(FN3)	State Withholding	7,370.23	7,370.23	3/31/2010
(FN3)	FICA- Employer's Share	12,756.46	12,756.46	3/31/2010
(FN3)	FICA- Employee's Share	12,756.60	12,756.60	3/31/2010
(FN3)	Federal Unemployment	1,074.39	1,074.39	3/31/2010
(FN3)	State Unemployment	3,626.16	3,626.16	3/31/2010
	Real Property	18,697.75	0.00
Other:	Personal Property	17,407.32	0.00
	TOTAL:	86,044.86	49,939.79

(FN3) - The Debtors discovered in November that payroll taxes for certain entities were not paid for the month of March 2010.  The Debtor filed bankruptcy on March 4, 2010, and beginning at the end of March, the Debtors began using a payroll company.  The Debtors still use a payroll company, which makes pre-funded payroll tax payments directly to the taxing authorities.

Page 11 of 17

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Glendale Partners at Lantern Crossing, LLC	Monthly	4,212.48	0	0.00
Daum Investment Corp.	Monthly	2,125.00	0	0.00
Donald J. Tharp and Marsha J. Tharp	Monthly	2,000.00	0	0.00
Sunbeam Development Corp.	Monthly	2,817.75	0	0.00
Brownsburg Management Group, Ltd.	Monthly	1,984.00	0	0.00
Brookschool Plaza, LLP	Monthly	2,801.67	0	0.00
First Industrial LP	Monthly	4,235.84	0	0.00
KRG Hamilton - Rejected Lease (FN1)	Monthly	2,962.08	0	0.00

(FN1) - This lease was rejected by the Debtor at the end of May 2010.  The Debtor and Lessor agreed to a stipulated balance for unpaid lease payments for March, April, May, June and July 2010.  The agreement was for a total repayment amount of $15,000, paid in 10 equal monthly payments.  There are no post-petition payments that have not been made according to the completed and executed document.

Page 12 of 17

IV.  AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

	Accounts Payable	Accounts Receivable
	Post-Petition	Pre-Petition	Post-Petition
30 days or less	84,138.27	0.00	175,296.69
31 - 60 days	16,056.60	0.00	436.54
61 - 90 days	(1.27)	0.00	462.09
91 - 120 days	0.00	0.00	376.45
Over 120 days	(619.16)	0.00	479.75
TOTAL:	99,574.44	0.00	177,051.52

V. INSURANCE COVERAGE

		Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
	Workers Compensation	Argonaut Great Central	Compulsory	6/1/2011	6/1/2011	*
	Automobile	Harleysville	1,000,000	9/30/2011	12/31/2010
	Umbrella	Harleysville	1,000,000	9/30/2011	12/31/2010
	BOP	Harleysville	Included	9/30/2011	12/31/2010
(FN1)	Health Insurance	Anthem / Bryson	Varies	10/31/2011	12/31/2010
Others:	Life/ AD&D/ LTD	Hartford	10,000/50% to 1,000 max	10/1/2011	12/31/2010
	Dental	Met Life	Varies	10/1/2011	12/31/2010
	Mini - Med	CIGNA	Varies	10/1/2011	12/31/2010

* The premiums have been paid through the policy term.  Premium financing payments are due in 4 monthly payments of $3,808.

VI.  UNITED STATES TRUSTEE QUARTERLY FEES

(TOTAL PAYMENTS)

Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
3/31/2010	30,347.22	650.00	5/11/10	4,875.00	(4,225.00)
6/30/2010	523,156.83	4,875.00	7/30/10	6,500.00	(1,625.00)
9/30/2010	847,116.40	4,875.00	10/26/10	6,500.00	(1,625.00)
12/31/2010	1,810,676.35	6,500.00	Previous overpayments applied		6,500.00
(FN2)		16,900.00		17,875.00	(975.00)

(FN1) - The Debtor pays for 70% of the employee and 20% of the dependent's premium for Health Insurance.  The Life/AD&D/LTD premiums are paid 100% by the Debtor.  The Dental premiums are 100% paid by the employees.

(FN2) - Pursuant to discussion with the Office of the United States Trustee, the Total Disbursements amounts for the previous quarters have been restated to reflect only disbursements from the Debtors' bankruptcy estates (and not inter and intra company transfers).  Inter and intra company transfers have been eliminated to show only true disbursements leaving the bankruptcy estates.  The relating Quarterly Fees have been restated, accordingly.

Page 13 of 17

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Authorized Gross Compensation	Gross Compensation Paid During the Month
NONE

VIII.  SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
NONE

Page 14 of 17

IX. PROFIT AND LOSS STATEMENT
(ACCRUAL BASIS ONLY)
			Current Month	Cumulative Post-Petition
Sales/Revenue:
	Gross Sales/Revenue		555,454.98	6,066,734.32
	Less: Returns/Discounts		2,911.95	30,486.72
		Net Sales/Revenue	552,543.03	6,036,247.60
Cost of Goods Sold:
	Beginning Inventory at cost		49,289.41	29,668.71
	Purchases		25,965.34	330,395.10
	Less: Ending Inventory at cost		47,845.02	47,845.02
		Cost of Goods Sold (COGS)	27,409.73	312,218.79
Gross Profit			525,133.30	5,724,028.81
	Other Operating Income (Itemize)		0.00	0.00
Operating Expenses:
	Payroll - Insiders		0.00	0.00
	Payroll - Other Employees		242,722.88	2,600,415.24
	Payroll Taxes		18,634.31	219,614.83
	Other Taxes (Itemize)		0.00	6,770.75
	Depreciation and Amortization		18,053.24	176,889.21
	Rent Expense - Real Property		79,022.43	765,805.46
	Lease Expense - Personal Property		1,413.75	10,325.67
	Insurance		21,859.58	234,886.01
	Real Property Taxes		4,200.90	38,875.22
	Telephone and Utilities		49,774.99	451,287.31
	Repairs and Maintenance		11,999.70	120,376.17
	Travel and Entertainment (Itemize)		523.67	8,151.51
	Miscellaneous Operating Expenses (Itemize)		59,730.21	576,678.77
		Total Operating Expenses	507,935.66	5,210,076.15
		Net Gain/(Loss) from Operations	17,197.64	513,952.66
Non-Operating Income:
	Interest Income		0.00	450.00
	Net Gain on Sale of Assets (Itemize)		0.00	0.00
	Other (Itemize)		0.00	18,278.94
		Total Non-Operating income	0.00	18,728.94
Non-Operating Expenses:
	Interest Expense		0.00	230.84
	Legal and Professional (Itemize)		0.00	32,625.00
	Other (Itemize)		67,395.00	529,830.39
		Total Non-Operating Expenses	67,395.00	562,686.23
NET INCOME/(LOSS)			(50,197.36)	(30,004.63)

Page 15 of 17

X. BALANCE SHEET
(ACCRUAL BASIS ONLY)
			Current Month End
ASSETS
	Current Assets:
	Unrestricted Cash		10,632.66
	Restricted Cash		0.00
	Accounts Receivable		177,051.52
	Inventory		47,845.02
	Notes Receivable		0.00
	Prepaid Expenses		64,535.59
	Other (Itemize)		966.56
		Total Current Assets		301,031.35
Property, Plant, and Equipment			1,452,259.81
Accumulated Depreciation/Depletion			(456,451.17)
		Net Property, Plant, and Equipment		995,808.64
Other Assets (Net of Amortization):
	Due from Insiders		0.00
	Other (Itemize)		1,502,780.18
		Total Other Assets		1,502,780.18
TOTAL ASSETS				2,799,620.17
LIABILITIES
Post-petition Liabilities:
	Accounts Payable		99,574.44
	Taxes Payable		86,044.86
	Notes Payable		0.00
	Professional fees		0.00
	Secured Debt		0.00
	Other (Itemize)		142,539.80
		Total Post-petition Liabilities		328,159.10
Pre-petition Liabilities:
	Secured Liabilities		0.00
	Priority Liabilities		0.00
	Unsecured Liabilities		567,573.36
	Other (Itemize)		0.00
		Total Pre-petition Liabilities		567,573.36
TOTAL LIABILITIES				895,732.46
EQUITY:
	Pre-petition Owners’ Equity		1,933,892.34
	Post-petition Profit/(Loss)		(30,004.63)
	Direct Charges to Equity		0.00
TOTAL EQUITY				1,903,887.71
TOTAL LIABILITIES & EQUITY				2,799,620.17

Page 16 of 17

XI.  QUESTIONNAIRE
		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?  If "Yes", explain below:	X
	N/A
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?  If "Yes", explain below:	X
	N/A
3.	State what progress was made during the reporting period toward filing a plan of reorganization
	The Debtors and their management finalized the Debtors' Chapter 11 plan of reorganization and disclosure statement in December.  The Debtors filed their plan and disclosure statement on January 3, 2011.  A hearing on approval of the disclosure statement is set for February 9, 2011.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a pending motion to appoint a chapter 11 trustee.  If that motion is granted, it would significantly impact this case.  The current hearing has been continued to April 2011.   The Debtor (and its related entities) are in the process of attempting to raise exit financing with their investment banker, Provident Group.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	N/A
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report?  If "Yes", please set forth the amounts and sources of the income below.	X
	N/A
I,	Robert Lee, Chief Executive Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

1-20-11
Date	Principal for debtor-in-possession

Page 17 of 17