UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-23305
CUSIP NUMBER: 903333 10 2
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2007
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:______________________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
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PART 1 - REGISTRANT INFORMATION
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Full Name of Registrant: U.S. DRY CLEANING CORPORATION
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Former Name if Applicable:
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Address of Principal Executive Office
4040 MacArthur Blvd., Suite 305
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Street and Number
Newport Beach, California 92660
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City, State and Zip Code
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PART II - RULES 12B-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reason described in reasonable detail in Part
III of this form could not be eliminated
without unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form
N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day
following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion
thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.(Attach extra sheets if needed)
The Quarterly Report on Form 10-QSB for the three months ended December 31, 2007
could not be filed within the prescribed time period because management requires
additional time to conclude its preparation of Item 2 (Management's Discussion
and Analysis or Plan of Operation) of Part I.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
F. KIM COX 949 863-9669
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
U.S. DRY CLEANING CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 15, 2008 By: /s/F. KIM COX
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F. Kim Cox
Chief Financial Officer