UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

In Re:			CHAPTER 11 (BUSINESS)
	U.S. DRY CLEANING SERVICES CORPORATION
			Case Number:	8:10-bk-12748-RK
			Operating Report Number:	8
		Debtor(s).	For the Month Ending:	10/31/2010

I. CASH RECEIPTS AND DISBURSEMENTS

A. (GENERAL ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS			3,586,326.88
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS			3,374,901.65
3.   BEGINNING BALANCE:			211,425.23
4.   RECEIPTS DURING CURRENT PERIOD:
Accounts Receivable - Post-filing		0.00
Accounts Receivable - Pre-filing		0.00
Other (Specify)	See Exhibit I	10,080.40
Other (Specify)	Management Fees (Division)	144,350.00
Other (Specify)	DIP Financing	70,000.00
TOTAL RECEIPTS THIS PERIOD:			224,430.40
5.   BALANCE:			435,855.63
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
Transfers to Other DIP Accounts (from page 2)		66,216.12
Disbursements (from page 2)		312,510.71
TOTAL DISBURSEMENTS THIS PERIOD:			378,726.83
7.   ENDING BALANCE:			57,128.80
8.   General Account Number(s):		870626041; 878670009
Depository Name & Location:		JPMorgan Chase Bank
		PO Box 659754
		San Antonio, TX 78265

[A] U.S. Dry Cleaning Services Corporation's General Accounts were the depository and disbursement center for a portion of Cleaner's Club Acquisition Sub, Inc., USDC Tuchman, and USDC Portsmouth's transactions. Beginning in June this practice has ceased.

Page 1 of 16

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee or  DIP account	Purpose	Amount Transferred	Amount Disbursed	Amount
October 2010		See Exhibit II for detail	October disbursements		312,510.71		312,510.71
October 2010		See Exhibit II for detail	October transfers	66,216.12			66,216.12
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
							0.00
		TOTAL DISBURSEMENTS THIS PERIOD:		66,216.12	312,510.71	$	378,726.83

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	10/31/2010	Balance on Statement:	111,390.79
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 870626041 are set forth on Exhibit III and total $26,281.06		26,281.06	Exhibit III
	Wire - 0009	10/29/10	27,980.93
TOTAL OUTSTANDING CHECKS:				54,261.99
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				57,128.80

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		4,138,878.51
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		4,133,851.16
3.   BEGINNING BALANCE:		5,027.35
4.   RECEIPTS DURING CURRENT PERIOD:		69,620.53
(Transferred from General and Tax Accounts)	Receipts [A]	77,045.59
5.   BALANCE:		151,693.47
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:		151,693.47
7.   ENDING BALANCE:		0.00
8.   PAYROLL Account Number(s):	887481737
Depository Name & Location:	JPMorgan Chase Bank
	PO Box 659754
	San Antonio, TX 78265

[A] Represents receipts from other entities in order to fund their respective payroll. The Company is in the process of ceasing this practice.

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
October 2010		See Exhibit IV for details	October payroll disbursements		151,693.47
			TOTAL DISBURSEMENTS THIS PERIOD:		151,693.47

NOTE: The Debtor disburses payroll for its Virginia (USDC Portsmouth), Riverside, (Cleaners Club Acquisition Sub), and Indiana (USDC Tuchman) divisions and is funded by each entity for its respective allocation.

Page 5 of 16

PAYROLL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	10/31/2010	Balance on Statement:	19,482.27
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		10/29/2010	265.21
TOTAL DEPOSITS IN TRANSIT				265.21
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 887481737 are set
	forth on Exhibit V and total $23,494.12		19,747.48	See Exhibit V
TOTAL OUTSTANDING CHECKS:				19,747.48
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				0.00

Page 6 of 16

I.  CASH RECEIPTS AND DISBURSEMENTS

C. (TAX ACCOUNT)

1.   TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS		53,225.96
2.   LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX ACCOUNT REPORTS		53,137.96
3.   BEGINNING BALANCE:		88.00
4.   RECEIPTS DURING CURRENT PERIOD:		0.00
(Transferred from General Account)
5.   BALANCE:		88.00
6.   LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:		12.00
(Transferred to General Account)
7.   ENDING BALANCE:		76.00
8 .  TAX Account Number(s):	887481752
Depository Name & Location:	JPMorgan Chase Bank
	PO Box 659754
	San Antonio, TX 78265

Page 7 of 16

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
10/31/2010		CHASE	Bank Service Charge		12.00
			TOTAL DISBURSEMENTS THIS PERIOD:		12.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	10/31/2010	Balance on Statement:	$	76.00
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
		N/A
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
		N/A
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				76.00

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:

		General Account:	57,128.80
		Payroll Account:	0.00
		Tax Account:	76.00
Other Accounts:	NONE		0.00
			0.00
			0.00
Other Monies:	NONE		0.00
		Petty Cash (from below):	0.00
TOTAL CASH AVAILABLE:				57,204.80
Petty Cash Transactions:
Date	Purpose		Amount
N/A
TOTAL PETTY CASH TRANSACTIONS:				0.00

Page 10 of 16

II.  STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
Canon - Copier Lease (Debtor intends on rejecting this lease)	Monthly	307.00	8	2,456.00
Setal I, LLC (FN1) Setal 2, LLC Setal 3, LLC Setal 4, LLC Setal 5, LLC Setal 6, LLC Taylor Family Trust dated March 3, 1994	Setal I, LLC and its related entities ("Setal") are the Debtors' pre-petition senior secured lenders.  All loans matured pre-petition. As of the petition date, Setal's secured debt was approximately $16 million, including principal, interest and fees.
Bellhop Cleaners (FN2)	Matured pre-petition 01/14/2010	N/A	N/A	N/A
Team Equipment Inc. (FN2)	Matured pre-petition 01/14/2010	N/A	N/A	N/A
4040 MacArthur LP - Office Lease	Monthly	4,500.00	0	-
Richardson & Patel	Monthly	7,000.00	7	49,000.00
			TOTAL DUE:	51,456.00

(FN1) - All of the Debtors are jointly and severally liable for the Setal debt, for convenience they are listed on this Monthly report.

(FN2) - These two entities are insiders of the Debtors estate, and the Debtors dispute that these entities are secured creditors.

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:

		Gross Sales Subject to Sales Tax:					0.00
		Total Wages Paid:					63,319.32
		Total Post-Petition Amounts Owing		Amount Delinquent		Date Delinquent Amount Due
(FN3)	Federal Withholding		0.00		0.00
(FN3)	State Withholding		0.00		0.00
(FN3)	FICA- Employer's Share		0.00		0.00
(FN3)	FICA- Employee's Share		0.00		0.00
(FN3)	Federal Unemployment		0.00		0.00
	Sales and Use	NA		NA
	Real Property	NA		NA
Other:	State Unemployment (FN3)		0.00		0.00
	TOTAL:		0.00		0.00

(FN3) - The Debtor uses a payroll service that makes pre-funded payroll tax payments directly to the taxing authorities

Page 11 of 16

IV.  AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

			Accounts Payable	Accounts Receivable
			Post-Petition	Pre-Petition	Post-Petition
		30 days or less	14,438.69	0.00	0.00
		31 - 60 days	18,333.10	0.00	0.00
		61 - 90 days	1,020.07	0.00	0.00
		91 - 120 days	325.00	0.00	0.00
		Over 120 days	2,491.11	0.00	0.00
		TOTAL:	36,607.97	0.00	0.00
V. INSURANCE COVERAGE
		Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
	D&O (FNA)	Argo	3,000,000	1/25/2011	10/31/2010
	Umbrella [A]	Argo	3,000,000	5/2/2011	10/31/2010
	Health (FNB)	Anthem Blue Cross	Varies		10/31/2010
Others:
VI.  UNITED STATES TRUSTEE QUARTERLY FEES
(TOTAL PAYMENTS)
Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
3/31/2010	1,241,916.48	6,500.00	5/11/10	6,500.00	0.00
6/30/2010	4,056,462.26	10,400.00	7/30/10	8,125.00	2,275.00
9/30/2010	2,218,637.99	9,750.00	10/27/10	4,825.00	4,925.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
		26,650.00		19,450.00	7,200.00

(FNA) The Debtors believe that they are owed significant credits from ARGO due from workers compensation insurance overpayments.  The Debtors and ARGO dispute the amount of the credits.  The Debtors hope to resolve this issue shortly.

(FNB) The health insurance is paid current at the beginning of each month

Page 12 of 16

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Authorized Gross Compensation	Gross Compensation Paid During the Month
Robert Lee (FN1)	7/6/2010	October regular ($14,000)	21,000.00

(FN1)  $7,000 of compensation paid this month will be allocated to November's payroll.

VIII.  SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
Robert Lee	7/6/2010	October housing ($1,500) and medical ($1,000)	2,500.00

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month			Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		0.00			0.00
Less: Returns/Discounts		0.00			0.00
Net Sales/Revenue		0.00			0.00
Cost of Goods Sold:
Beginning Inventory at cost		0.00			0.00
Purchases		0.00			0.00
Less: Ending Inventory at cost		0.00			0.00
Cost of Goods Sold (COGS)		0.00			0.00
Gross Profit		0.00			0.00
Other Operating Income (Itemize)		0.00			0.00
Operating Expenses:
Payroll - Insiders		21,000.00			170,164.52
Payroll - Other Employees		42,319.32			364,314.47
Payroll Taxes		2,600.77			39,925.42
Other Taxes (Itemize)		0.00			176.57
Depreciation and Amortization		420.10			3,332.79
Rent Expense - Real Property		4,740.00			47,532.53
Lease Expense - Personal Property		0.00			1,030.52
Insurance		13,863.65			102,322.72
Real Property Taxes		0.00			0.00
Telephone and Utilities		2,018.49			18,241.00
Repairs and Maintenance		0.00			1,494.10
Travel and Entertainment (Itemize)		4,061.87			52,952.96
Miscellaneous Operating Expenses (Itemize)		7,468.40			100,910.94
Total Operating Expenses		98,492.60			902,398.54
Net Gain/(Loss) from Operations		(98,492.60	)		(902,398.54	)
Non-Operating Income:
Interest Income		0.00			0.00
Net Gain on Sale of Assets (Itemize)		0.00			0.00
Other (Itemize)		144,350.00			1,106,395.67
Total Non-Operating income		144,350.00			1,106,395.67
Non-Operating Expenses:
Interest Expense		14,642.86			15,714.28
Legal and Professional (Itemize)		87,375.00			1,175,429.25
Other (Itemize)		3,935.41			3,935.41
Total Non-Operating Expenses		105,953.27			1,195,078.94
NET INCOME/(LOSS)		(60,095.87	)		(991,081.81	)

Certain expenses are accrued, and not included in accounts payable - for example professional fees that have not been approved pursuant to Court order.

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash		57,204.80
Restricted Cash		94,000.00
Accounts Receivable		0.00
Inventory		0.00
Notes Receivable		0.00
Prepaid Expenses		62,028.81
Other (Itemize)		448,300.76
Total Current Assets				661,534.37
Property, Plant, and Equipment		64,194.47
Accumulated Depreciation/Depletion		(18,803.37	)
Net Property, Plant, and Equipment				45,391.10
Other Assets (Net of Amortization):
Due from Insiders		0.00
Other (Itemize)		841,736.20
Total Other Assets				841,736.20
TOTAL ASSETS				1,548,661.67
LIABILITIES
Post-petition Liabilities:
Accounts Payable		36,607.97
Taxes Payable		0.00
Notes Payable		0.00
Professional fees		833,804.25
Secured Debt		0.00
Other (Itemize)		460,326.28
Total Post-petition Liabilities				1,330,738.50
Pre-petition Liabilities:
Secured Liabilities		13,670,181.87
Priority Liabilities		103,804.05
Unsecured Liabilities		7,453,469.05
Other (Itemize)		1,298,309.02
Total Pre-petition Liabilities				22,525,763.99
TOTAL LIABILITIES				23,856,502.49
EQUITY:
Pre-petition Owners’ Equity		(21,316,759.01	)
Post-petition Profit/(Loss)		(991,081.81	)
Direct Charges to Equity		0.00
TOTAL EQUITY				(22,307,840.82	)
TOTAL LIABILITIES & EQUITY				1,548,661.67

Page 15 of 16

XI.  QUESTIONNAIRE

		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?  If "Yes", explain below:	X
	N/A
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?  If "Yes", explain below:	X
	N/A
3.	State what progress was made during the reporting period toward filing a plan of reorganization The Debtor and its management continue to formulate the Debtor's plan of reorganization.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a pending motion to appoint a chapter 11 trustee.  If that motion is granted, it would significantly impact this case.  The current hearing has been continued to December of 2010.   The Debtor (and its related entities) are in the process of attempting to raise exit financing with their investment banker, National Securities Corp.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	N/A
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report?  If "Yes", please set forth the amounts and sources of the income below.	X
	N/A
I,	Robert Lee, Chief Executive Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

11/22/10	/s/ Robert Lee
Date	Principal for debtor-in-possession

Page 16 of 16