UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date of Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported) December~~1934 ~~21, 2006~~

Date of report (Date of earliest event reported): January 10, 2009

U.S. DRY CLEANING CORPORATION

(Exact name of registrant as specified in ~~its charter~~Charter)

Delaware (State or other jurisdiction of incorporation 000-23305 (Commission File Number) 77-0357037 (IRS Employer Identification No.)


Delaware	000-23305	77-0357037
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

~~125~~4040 E.MacArthur ~~Tahquitz Canyon~~Blvd., Suite ~~203 Palm Springs, California (Address of principal executive offices) 92262 (Zip Code)~~ 305

~~Registrant's telephone~~Newport ~~number~~Beach, ~~including area code (760)~~CA ~~322-7447~~92660

~~______________________________________________~~(Address of Principal Executive Offices)

~~Former name or former address, if changed since last report~~(949) 863-9669

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

£ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~This 1Form 8-K and other reports filed by U.01S. ~~Entry~~Dry ~~into~~Cleaning aCorporation ~~Material~~(the ~~Definitive~~“Registrant”, ~~Agreement~~the “Company”, “we”, “our” or “us”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the risks contained in the section of the Registrant’s Form 10-KSB entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations, and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

~~Merger~~Although the Registrant believes ~~Agreement~~that ~~with~~the ~~Cleaners~~expectations ~~Club~~reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward looking statements to conform these statements to actual results.

OnItem ~~December 21, 2006, U~~8.S.01 ~~Dry~~– ~~Cleaning~~Other Corporation, Delaware corporation (“USDC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cleaners Club Acquisition Sub, Inc., a California corporation and a wholly-owned subsidiary of USDC (“Merger Sub”), Cleaners Club, Inc., a California corporation (“Cleaners Club”), and Riaz Chauthani, an individual and the sole shareholder of Cleaners Club. The Merger Agreement contemplates that, subject to the terms and conditions of the Merger Agreement, Cleaners Club will be merged with and into Merger Sub, with Merger Sub continuing after the merger as the surviving corporation (the “Merger”).Events

~~Pursuant to~~U.S. ~~the Merger Agreement, at the effective time of the Merger, each issued and~~Dry ~~outstanding~~Cleaning ~~share~~Corporation of(UDRY.OB) ~~common~~has ~~stock~~recently ofundergone ~~Cleaners~~a ~~Club~~number ~~will be automatically converted into common stock~~ of ~~USDC in an amount equal to the exchange ratio~~material ~~of 0~~events.~~00128~~ For ~~such~~ that ~~USDC~~reason ~~will~~the ~~issue~~Company anis ~~aggregate~~delaying ofits ~~780,000~~annual ~~shares of common~~10-KSB ~~stock as consideration for the merger~~filing.

~~The~~These ~~Board of~~events Directors of USDC, Merger Sub and Cleaners Club have unanimously approved the Merger Agreement and the parties have made customary representations, warranties and covenants in the Merger Agreement for a transaction of this type. Cleaners Club covenants include, ~~among~~but ~~others,~~are that (i) Cleaners Club will conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the effective time of the Merger, (ii) Cleaners Club will not ~~engage~~limited ~~in certain types of transactions during such interim period, (iii) Cleaners Club will not solicit proposals relating~~ to alternative business combination transactions, and (iv) Cleaners Club will not enter into discussions concerning or provide confidential information in connection with any proposals for alternative business combination transactions.:

~~Completion of~~1. ~~the~~As ~~Merger is subject to customary closing conditions, including, among other things, (i) adoption~~ of ~~the~~January ~~Merger Agreement by the sole shareholder of Cleaners Club~~10, ~~(ii)~~2009 ~~absence of any order or injunction prohibiting~~ the ~~consummation of the~~Company ~~Merger;~~has ~~(iii)~~converted ~~the accuracy of the representations~~ and ~~warranties~~retired of$6,977,032.00 ~~each party; and (iv) compliance~~ of ~~each party with~~ its ~~covenants.~~debt ~~The~~into ~~Merger Agreement also contains certain termination rights for both USDC and Cleaners Club~~equity. InFurther ~~addition,~~ the ~~Merger~~Company ~~Agreement~~is ~~contemplates~~currently ~~that~~engaged ~~USDC will provide the sole shareholder of Cleaners Club with “piggyback” registration rights to be set forth~~ in aactive ~~separate~~discussions ~~registration rights agreement in respect of the shares~~ to ~~be issued~~convert inadditional ~~the~~debt ~~merger~~into equity.

~~The Merger~~2. ~~Agreement~~As isof ~~filed~~January ~~as Exhibit~~ 10.1, to2009 ~~this~~the ~~Current~~Company ~~Report~~has onraised ~~Form~~$1,563,765.00 ~~8-K and is~~through ~~incorporated~~the ~~herein~~sale byof ~~reference~~Preferred Stock.

~~Series A Convertible~~3. ~~Debenture~~Four ~~Financing~~acquisitions were completed during the fiscal year ending 9/30/08. The last of which was completed on 9/30/08. These acquisitions have materially increased the company’s annualized revenues by over 300%.

~~See Item 3~~4.02 ~~regarding~~The ~~the~~Company ~~description~~has ofexecuted ~~the~~significant ~~financing~~cost ~~and~~reductions ~~the~~in ~~financing~~areas ~~agreements, which is incorporated herein by reference. The form~~ of ~~subscription~~administrative agreement, form of Series A Convertible Debenture, and the registration rights agreement are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by referenceexpenses.

~~Item 3~~5.~~02.~~ ~~Unregistered~~A ~~Sales~~material shift in the Company’s focus from acquisition-driven growth to incremental growth of ~~Equity~~cash ~~Securities~~flow in existing operations during the current economic recession. Management believes the Company’s operational cash flow should be positive on a go forward basis.

On December 26, 2006, we sold to 11 accredited investors an aggregate of 15.7 units, each unit consisting of a Series A Convertible Debenture, plus 16,666 shares of our common stock for each $130,000 of the principal amount of the debenture. The ~~units were sold pursuant to subscription agreements. The aggregate principal~~ ~~balance~~Company ofbelieves ~~all~~that ~~Series~~these Arecent ~~Convertible~~events Debentures is $2,041,000 and the total number of shares of common stock issued was 261,656. The debentures were sold with a built in thirty percent (30%) rate of return. For each $100,000 paid to the company, we owe $130,000 in principal. We received net proceeds of $1,570,000 from the sale of the debentures and common stock. The debentures mature in one year from the date issued at no interest. The principal amount of the debentures may be converted into our common stock at a conversion rate of $3.00 per share. The principal amount of the debentures are ~~secured~~material bydisclosures ~~all of our assets~~ and ~~those~~ ofshould our operating subsidiaries, including an assignment of our leasehold interests in our retail facilities. Pursuant to a registration rights agreement we entered into with the investors, we are obligated to register or to file a registration statement for resale of all of the common stock issued in the transaction and all of the common stock that may be ~~issued upon conversion of~~ ~~the~~included ~~debentures, within 270 days from closing. No broker or underwriting fees or commissions were paid~~ in ~~connection~~its ~~with~~10-KSB ~~the offer~~ and ~~sale.~~has ~~The~~informed ~~offer~~its ~~and sale~~auditors of ~~the debentures and common stock were exempt from registration pursuant~~these ~~to Section 4(2) of the Securities Act of 1933 and Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission~~matters.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Agreement and Plan of Merger By and Among U.S. Dry Cleaning Corporation, Cleaners Club, Inc., Cleaners Club Acquisition Sub, Inc., and Riaz Chauthani dated December 21, 2006.

10.2 Form of Subscription Agreement.

10.3 Form of Series A Convertible Debenture.

10.4 Form of Registration Rights Agreement.

SIGNATURE

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

	U.S. DRY CLEANING CORPORATION
	U.S. Dry Cleaning Corporation
Date: December 26, 2006	By:	/s/ Robert Y. Lee
Date: January 13, 2009	By:	/s/ Robert Y. Lee
		Robert Y. Lee Chief Executive Officer
		Robert Y. Lee
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description

10.1 Agreement and Plan of Merger By and Among U.S. Dry Cleaning Corporation, Cleaners Club, Inc., Cleaners Club Acquisition Sub, Inc., and Riaz Chauthani dated December 21, 2006.

10.2 Form of Subscription Agreement.

10.3 Form of Series A Convertible Debenture.

10.4 Form of Registration Rights Agreement.

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