-----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, QXbxnaheE/0xoCecoiAwe+G6j7MGxfP7g9kZxN373e7N9zJNud8nAWfB8vz8jKz4 BB8mr9CcrVsH9SOpYvqR4Q== 0001209191-10-049916.txt : 20101012 0001209191-10-049916.hdr.sgml : 20101011 20101012062628 ACCESSION NUMBER: 0001209191-10-049916 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20101012 DATE AS OF CHANGE: 20101012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAYLOR LESTER E JR CENTRAL INDEX KEY: 0001455659 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117298 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAYLOR DIANE M CENTRAL INDEX KEY: 0001458036 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117297 MAIL ADDRESS: STREET 1: PO BOX 1687 CITY: BELLFLOWER STATE: CA ZIP: 90707 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAYLOR FAMILY TRUST CENTRAL INDEX KEY: 0001455660 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117296 BUSINESS ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 BUSINESS PHONE: 562 413 1919 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SETAL 5 LLC CENTRAL INDEX KEY: 0001455661 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117290 BUSINESS ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 BUSINESS PHONE: 562 413 1919 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SETAL 4 LLC CENTRAL INDEX KEY: 0001455662 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117291 BUSINESS ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 BUSINESS PHONE: 562 413 1919 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SETAL 3 LLC CENTRAL INDEX KEY: 0001455663 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117292 BUSINESS ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 BUSINESS PHONE: 562 413 1919 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SETAL 2 LLC CENTRAL INDEX KEY: 0001455664 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117293 BUSINESS ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 BUSINESS PHONE: 562 413 1919 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SETAL 1 LLC CENTRAL INDEX KEY: 0001455665 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117294 BUSINESS ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 BUSINESS PHONE: 562 413 1919 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Setal 6, LLC CENTRAL INDEX KEY: 0001465788 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117289 BUSINESS ADDRESS: STREET 1: 10450 TRABUCO STREET CITY: BELLFLOWER STATE: CA ZIP: 90707 BUSINESS PHONE: 5624131919 MAIL ADDRESS: STREET 1: 10450 TRABUCO STREET CITY: BELLFLOWER STATE: CA ZIP: 90707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Park Place Services CENTRAL INDEX KEY: 0001501520 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 101117295 BUSINESS ADDRESS: STREET 1: 10450 TRABUCO ST. CITY: BELLFLOWER STATE: CA ZIP: 90707 BUSINESS PHONE: 562-413-1919 MAIL ADDRESS: STREET 1: 10450 TRABUCO ST. CITY: BELLFLOWER STATE: CA ZIP: 90707 4 1 c05861_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-12-31 0000920317 US DRY CLEANING CORP UDRY 0001455659 TAYLOR LESTER E JR 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001458036 TAYLOR DIANE M 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001455660 TAYLOR FAMILY TRUST 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001501520 Park Place Services 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001455665 SETAL 1 LLC 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001455664 SETAL 2 LLC 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001455663 SETAL 3 LLC 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001455662 SETAL 4 LLC 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001455661 SETAL 5 LLC 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 0001465788 Setal 6, LLC 10450 TRABUCO ST. BELLFLOWER CA 0 0 1 0 Common Stock 2008-09-19 4 P 0 6800 .51 A 35012167 D Common Stock 2008-10-17 4 P 0 11000 .28 A 35012167 D Common Stock 2008-10-20 4 P 0 36000 .284 A 35012167 D Common Stock 2008-09-19 4 P 0 2000 .55 A 35012167 I By Taylor Trust Common Stock 2008-11-18 4 P 0 27501 .217 A 35012167 I By Taylor Trust Common Stock 2008-11-19 4 P 0 22000 .19 A 35012167 I By Taylor Trust Common Stock 2008-10-20 4 P 0 57000 .25 A 35012167 I By Park Place Common Stock 2008-10-22 4 P 0 3100 .25 A 35012167 I By Park Place Series B Preferred Stock 0.32 2008-12-31 4 J 0 8421 A 2008-12-31 Common Stock 2631563 35012167 I By Setal 1 Series B Preferred Stock 0.32 2008-12-31 4 J 0 6316 A 2008-12-31 Common Stock 1973750 35012167 I By Setal 2 Series B Preferred Stock 0.32 2008-12-31 4 J 0 10526 A 2008-12-31 Common Stock 3289375 35012167 I By Setal 3 Series B Preferred Stock 0.32 2008-12-31 4 J 0 8421 A 2008-12-31 Common Stock 2631563 35012167 I By Setal 4 Series B Preferred Stock 0.32 2008-12-31 4 J 0 6316 A 2008-12-31 Common Stock 1973750 35012167 I By Setal 5 Series B Preferred Stock 0.32 2008-12-31 4 J 0 1050 A 2008-12-31 Common Stock 328125 35012167 I By Taylor Trust Series B Preferred Stock 0.32 2008-12-31 4 J 0 1050 A 2008-12-31 Common Stock 328125 35012167 I By Park Place Convertible Promissory Note 2008-12-31 4 J 0 815920 A 2008-12-31 Common Stock 2549750 35012167 I By Setal 1 Convertible Promissory Note 2008-12-31 4 J 0 1041616 A 2008-12-31 Common Stock 2519034 35012167 I By Setal 2 Convertible Promissory Note 2008-12-31 4 J 0 1890329 A 2008-12-31 Common Stock 4403612 35012167 I By Setal 3 Convertible Promissory Note 2008-12-31 4 J 0 1474517 A 2008-12-31 Common Stock 3472686 35012167 I By Setal 4 Convertible Promissory Note 2008-12-31 4 J 0 1008686 A 2008-12-31 Common Stock 2475237 35012167 I By Setal 5 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. As the trustees of the Taylor Family Trust (the "Taylor Trust") Lester E. Taylor, Jr. ("Lester") and Diane M. Taylor ("Diane") are deemed to beneficially own the securities beneficially owned by the Taylor Trust. As the general partners of Park Place Services ("Park Place") 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. Pursuant to the terms of a Securities Exchange Agreement with Issuer, Setal 1, Setal 2, Setal 3, Setal 4, Setal 5, Park Place, and the Taylor Trust agreed to exchange their respective convertible promissory notes due from Issuer for new convertible promissory notes and shares of Issuer's Series B Preferred Stock, which Series B Preferred Stock is convertible into shares of Common Stock. The first $842,105 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75. The first $631,579 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75. The first $1,052,632 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75. The first $842,105 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75. The first $631,579 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75. Based on the outstanding balance of the convertible note eligible for conversion as of December 31, 2008. Price of derivative equal to monies loaned pursuant to the convertible note. N/A Lester E. Taylor Jr., Individually and as Trustee of the Taylor Family Trust 2010-10-07 Diane M. Taylor, Individually and as Trustee of the Taylor Family Trust 2010-10-07 Park Place Services by Lester E. Taylor, Jr., General Partner 2010-10-07 Setal 1, LLC, by Lester E. Taylor Jr., Manager 2010-10-07 Setal 2, LLC, by Lester E. Taylor Jr., Manager 2010-10-07 Setal 3, LLC, by Lester E. Taylor Jr., Manager 2010-10-07 Setal 4, LLC, by Lester E. Taylor Jr., Manager 2010-10-07 Setal 5, LLC, by Lester E. Taylor Jr., Manager 2010-10-07 Setal 6, LLC, by Lester E. Taylor Jr., Manager 2010-10-07 -----END PRIVACY-ENHANCED MESSAGE-----