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):

[X] Form 10-K    [_] Form 20-F   [_] Form 11-K   [_] Form 10-Q   [_] Form 10-D   [_] Form N-SAR   [_] Form N-CSR

For Period Ended: September 30, 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:______________________________

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

PART 1 - REGISTRANT INFORMATION

Full Name of Registrant:  U.S. DRY CLEANING CORPORATION

Former Name if Applicable: ____________________________

Address of Principal Executive Office

 4040 MacArthur Blvd., Suite 305  

 Street and Number

 Newport Beach, California 92660 

 City, State and Zip Code

PART II - RULES 12B-25(b) AND (c) 

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.

PART III - NARRATIVE

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 Annual Report on Form 10-KSB for the year ended September 30, 2007 could not be filed within the prescribed time period because management requires additional time to conclude its preparation of Item 6 (Management's Discussion and Analysis or Plan of Operation) of Part II and Item 10 (Executive Compensation) of Part III.

PART IV - OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this notification

F. KIM COX	949	863-9669
(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

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: Jan 2, 2008	By:	/s/ F. KIM COX
		F. Kim Cox
		Chief Financial Officer