-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, STs6GkZtCN2rwmsKghv3b8WdNeGb76NMQRIi2RbQVEOMa4RWkZLsNBReFiSj+5KQ vhEcBDgXymcy+SvhqNqQ5w== 0001209191-10-049903.txt : 20101012 0001209191-10-049903.hdr.sgml : 20101011 20101012061839 ACCESSION NUMBER: 0001209191-10-049903 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080528 FILED AS OF DATE: 20101012 DATE AS OF CHANGE: 20101012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILSON ANITA CENTRAL INDEX KEY: 0001457936 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117233 MAIL ADDRESS: STREET 1: PO BOX 1687 CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILSON CLYDE CENTRAL INDEX KEY: 0001458037 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117234 MAIL ADDRESS: STREET 1: PO BOX 1687 CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clyde Wilson , Trustee of The Wilson Family Trust CENTRAL INDEX KEY: 0001501239 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117232 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST. CITY: BELLFLOWER STATE: CA ZIP: 90706 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: US DRY CLEANING CORP CENTRAL INDEX KEY: 0000920317 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 770357037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 125 TAHQUITZ CANYON WAY #203 CITY: PALM SPRINGS STATE: CA ZIP: 92262 BUSINESS PHONE: 760-322-7447 MAIL ADDRESS: STREET 1: 125 TAHQUITZ CANYON WAY #203 CITY: PALM SPRINGS STATE: CA ZIP: 92262 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL COMMUNICATIONS INC DATE OF NAME CHANGE: 20010207 FORMER COMPANY: FORMER CONFORMED NAME: FVC COM INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL CORP DATE OF NAME CHANGE: 19971010 4 1 c05863_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-05-28 0000920317 US DRY CLEANING CORP UDRY 0001458037 WILSON CLYDE 10450 TRABUCO ST. BELLFLOWER CA 90706 0 0 1 0 0001457936 WILSON ANITA 10450 TRABUCO ST. BELLFLOWER CA 90706 0 0 1 0 0001501239 Clyde Wilson , Trustee of The Wilson Family Trust 10450 TRABUCO ST. BELLFLOWER CA 90706 0 0 1 0 Common Stock 2008-03-19 4 P 0 19500 .766 A 13310821 I By Park Place Common Stock 2008-03-20 4 P 0 6250 .75 A 13310821 I By Park Place Common Stock 2008-04-01 4 P 0 40000 .732 A 13310821 I By Park Place Common Stock 2008-04-02 4 P 0 10000 .71 A 13310821 I By Park Place Common Stock 2008-04-22 4 P 0 28900 .65 A 13310821 I By Park Place Convertible Promissory Note 0.75 2008-05-28 4 P 0 3175000 A 2008-05-28 Common Stock 4222750 13310821 I By Setal 3 Warrants 0.75 2008-05-28 4 J 0 833333 A 2008-05-28 2013-05-13 Common Stock 833333 13310821 I By Setal 3 Convertible Promissory Note 0.75 2008-05-28 4 J 0 1728360 A 2008-05-28 Common Stock 2298719 13310821 I By Setal 1 Convertible Promissory Note 0.75 2008-05-28 4 J 0 1725000 A 2008-05-28 Common Stock 2994250 13310821 I By Setal 2 Warrants 0.75 2008-05-28 4 J 0 500000 A 2008-05-28 2010-10-12 Common Stock 500000 13310821 I By Setal 1 Warrants 0.75 2008-05-28 4 J 0 500000 A 2008-05-28 2011-03-12 Common Stock 500000 13310821 I By Setal 2 Convertible Equipment Lease 0.75 2008-05-28 4 J 0 818135 A 2005-05-28 Common Stock 1088120 13310821 I By Setal 1 Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. As the general partners of Park Place Services ("Park Place") Lester Taylor ("Lester") and Clyde Wilson are deemed to beneficially own the securities beneficially owned by Park Place. As the sole manager of Setal 1, LLC ("Setal 1"), Setal 2, LLC ("Setal 2"), Setal 3, LLC ("Setal 3"), Setal 4, LLC ("Setal 4"), Setal 5, LLC ("Setal 5") and Setal 6, LLC ("Setal 6") (collectively, the "Setals"), Lester is deemed to beneficially own the securities beneficially owned by the Setals. The convertible note was issued to Setal 1 on February 12, 2008. On May 28, 2008, the conversion price on the note was amended from $2.50 per share to $0.75 per share. The convertible note was issued to Setal 2 on March 12, 2008. On May 28, 2008, the conversion price on the note was amended from $2.50 per share to $0.75 per share. The Warrants were issued to Setal 1 on February 12, 2008. On May 28, 2008, the exercise price was amended to reflect the $0.75 exercise price. The Warrants were issued to Setal 2 on March 12, 2008. On May 28, 2008, the exercise price was amended to reflect the $0.75 exercise price. The terms of the Convertible Equipment Lease between Setal 1 and Issuer, entered into on February 12, 2008, were amended to reflect a conversion rate of $0.75 per share. Based on the outstanding balance of the convertible note eligible for conversion as of May 28, 2008. Price of derivative equal to monies loaned pursuant to the convertible note. The Warrants issued to Setal 3 are in connection with the $3,175,000 loan to Issuer by Setal 3. Price of derivative equal to the value of the property subject to the lease. N/A Clyde Wilson, Individually and as Trustee of The Wilson Family Trust 2010-10-07 Anita Wilson, Individually and as Trustee of The Wilson Family Trust 2010-10-07 -----END PRIVACY-ENHANCED MESSAGE-----