UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

In Re:	CHAPTER 11 (BUSINESS)
CLEANERS CLUB ACQUISITION SUB, INC.
	Case Number:	8:10-bk-12742-RK
	Operating Report Number:	6
Debtor(s).	For the Month Ending:	8/31/2010

I. CASH RECEIPTS AND DISBURSEMENTS

A. (GENERAL ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				402,373.02
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS				386,526.64
3.	BEGINNING BALANCE:				15,846.38
4.	RECEIPTS DURING CURRENT PERIOD:
	Accounts Receivable - Post-filing			108,090.63
	Accounts Receivable - Pre-filing			0.00
	General Sales			0.00
	Other (Specify)	Transfers between DIPS		9,150.00
	TOTAL RECEIPTS THIS PERIOD:				117,240.63
5.	BALANCE:				133,087.01
6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	Transfers to Other DIP Accounts (from page 2)			11,352.23
	Disbursements (from page 2)			113,513.01
	TOTAL DISBURSEMENTS THIS PERIOD:				124,865.24
7.	ENDING BALANCE:				8,221.77
8.	General Account Number(s):		870626074; 887481570
	Depository Name & Location:		JPMorgan Chase Bank
			PO Box 659754
			San Antonio, TX 78265

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
August 2010		See Exhibit I for detail	Disbursements				113,513.01		113,513.01
August 2010		See Exhibit I for detail	Transfers		11,352.23				11,352.23
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		TOTAL DISBURSEMENTS THIS PERIOD:			11,352.23		113,513.01	$	124,865.24

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	8/31/2010	Balance on Statement:			9,336.26
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
	Deposits from Chase Acc # 870626074 are set
	forth on Exhibit II and total $3,788.85			3,788.85	See Exhibit II
TOTAL DEPOSITS IN TRANSIT						3,788.85
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	Checks from Chase Acc # 870626074 are set
	forth on Exhibit III and total $4,033.20			4,033.20	See Exhibit III
	Checks from Chase Acc # 887481570 are set
	forth on Exhibit III and total $870.14			870.14	See Exhibit III
TOTAL OUTSTANDING CHECKS:						4,903.34
Bank statement Adjustments:						0.00
Explanation of Adjustments-
Unreconciled difference
ADJUSTED BANK BALANCE:					$	8,221.77

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		400.00
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		296.97
3.	BEGINNING BALANCE:		103.03
4.	RECEIPTS DURING CURRENT PERIOD:		2,202.23
(Transferred from General Account)
5.	BALANCE:		2,305.26
6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TOTAL DISBURSEMENTS THIS PERIOD:			2,227.20
7.	ENDING BALANCE:		78.06
8.	PAYROLL Account Number(s):	887481539
	Depository Name & Location:	JPMorgan Chase Bank
		PO Box 659754
		San Antonio, TX 78265

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
8/1/2010	1002	Vita Joana Gregory	Replacement paycheck		232.97
8/6/2010	1003	Robert Cardaman	Replacement paycheck		1,070.82
8/13/2010	1004	Anthony Kim	Replacement paycheck		911.41
8/13/2010	NA	Chase	Bank service charge		12.00
		TOTAL DISBURSEMENTS THIS PERIOD:			2,227.20

[A] The debtor is in the process of segregating its payroll processing by division/debtor. Until such time payroll will continue to be processed on a consolidated basis.  This change is expected in October 2010.

Page 5 of 16

PAYROLL ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	8/31/2010	Balance on Statement:	$	78.06
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
TOTAL DEPOSITS IN TRANSIT					0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
TOTAL OUTSTANDING CHECKS:					0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$	78.06

Page 6 of 16

I.  CASH RECEIPTS AND DISBURSEMENTS

C. (TAX ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS		100.00
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR TAX		0.00
ACCOUNT REPORTS
3.	BEGINNING BALANCE:		100.00
4.	RECEIPTS DURING CURRENT PERIOD:		0.00
	(Transferred from General Account)
5.	BALANCE:		100.00
6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:		12.00
7.	ENDING BALANCE:		88.00
8.	TAX Account Number(s):	887481562
	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
8/31/2010	NA	Chase	Bank service charge		12.00
			TOTAL DISBURSEMENTS THIS PERIOD:		12.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION

	Bank Statement Date:	8/31/2010	Balance on Statement:	$	88.00
Plus deposits in transit:
		Deposit Date	Deposit Amount
TOTAL DEPOSITS IN TRANSIT					0.00
Less Outstanding Checks:
	Check Number	Check Date	Check Amount
TOTAL OUTSTANDING CHECKS:					0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$	88.00

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:
		General Account:		8,221.77
		Payroll Account:		78.06
		Tax Account:		88.00
Other Accounts:	NONE			0.00
				0.00
				0.00
Other Monies:	NONE			0.00
		Petty Cash (from below):		600.00
TOTAL CASH AVAILABLE:						8,987.83
Petty Cash Transactions:
Date	Purpose		Amount
3/31/2010	Beginning balance			2,800.27
6/30/2010	Petty cash expenditures including office supplies, small repairs, fuel expenses and COD transactions			(2,200.27	)
TOTAL PETTY CASH TRANSACTIONS:						600.00

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
Setal and related entities (secured creditors)(FN1)	N/A.  Debt matured pre-petition		N/A		N/A
Butler Capital	Monthly		1,715.48		6		10,292.88
Butler Capital	Monthly		785.45		6		4,712.70
GE Capital	Monthly		830.44		6		4,982.64
GMAC	Monthly		492.29		6		2,953.74
Leaf	Monthly		1,715.48		6		10,292.88
Chrysler	Monthly		801.39		0		0.00
Canon	Monthly		265.00		6		1,590.00
Mountain Gate-Corona, LP	Monthly		3,914.80		0		0.00
Orangecrest Partners, LLC	Monthly		2,035.00		0		0.00
Summit Heights Center, LP	Monthly		2,992.00		0		0.00
LHC Morningside Marketplace, LLC	Monthly		3,440.48		0		0.00
Cloverdale Marketplace, LLC	Monthly		3,120.00		0		0.00
Trimark/Hughes Corona Valley, LLC(FN2)	Monthly		5,186.00		2		10,372.00
Biltmore Riverside I, LLC	Monthly		4,476.28		0		0.00
Ginny Fawcett-Rejected Lease (FN3)	Monthly		2,261.95		1		2,261.95
Sierra Lakes Village, LLC-Rejected Lease (FN4)	Monthly		5,316.83		4		21,267.32
				TOTAL DUE:			68,726.11

(FN1) - All of the Debtors are jointly and severally liable for Setal debt, which for convenience is listed in detail on the Monthly report for U.S. Dry Cleaning Services

(FN2) - The Debtor is planning on assuming this lease and will pay this amount upon assumption.

(FN3) - This lease was rejected by the Debtor at the end of May 2010.  The Debtor owes lease payments for March, April and May 2010.

(FN4) - This lease was rejected by the Debtor at the end of June 2010.  The Debtor owes lease payments for March, April, May and June.

III. TAX LIABILITIES

		Gross Sales Subject to Sales Tax:					0.00
		Total Wages Paid:					55,052.81
		Total Post-Petition  Amounts Owing		Amount  Delinquent		Date Delinquent  Amount Due
(FN5)	Federal Withholding		0.00		0.00
(FN5)	State Withholding		0.00		0.00
(FN5)	FICA- Employer's Share		0.00		0.00
(FN5)	FICA- Employee's Share		0.00		0.00
(FN5)	Federal Unemployment		0.00		0.00
	Sales and Use	NA		NA
	Real Property
Other:	State Unemployment (FN5)		0.00		0.00
	TOTAL:		0.00		0.00

(FN5)-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		10,750.19		0.00		46,054.78
		31 - 60 days		1,317.30		0.00		636.67
		61 - 90 days		1,154.26		0.00		925.93
		91 - 120 days		456.39		0.00		4,300.85
		Over 120 days		0.00		0.00		0.00
		TOTAL:		13,678.14		0.00		51,918.23
V. INSURANCE COVERAGE
	(FN1)	Name of Carrier	Amount of Coverage		Policy Expiration Date		Premium Paid Through (Date)
	Workers Compensation	Great Central		1,000,000	5/31/2011		9/1/2010
	Property	Great Central	Included		2/14/2011		9/1/2010
	Automobile	Great Central	Included		2/14/2011		9/1/2010
	Umbrella	Great Central		1,000,000	2/14/2011		9/1/2010
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		1,111.48		325.00	5/11/10		325.00		0.00
6/30/2010		220,322.20		1,625.00	7/30/10		1,625.00		0.00
									0.00
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									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
				1,950.00			1,950.00		0.00

(FN1) The debtor believes the amount due for insurance, except for health, is $0 based on the amount of credits due from the carrier primarily from work compensation insurance overpayments.

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
NONE
VIII. SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS
Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
NONE

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month			Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		102,246.36			727,269.34
Less: Returns/Discounts		590.13			10,148.30
Net Sales/Revenue		101,656.23			717,121.04
Cost of Goods Sold:
Beginning Inventory at cost		0.00			0.00
Purchases		8,008.03			58,922.81
Less: Ending Inventory at cost		0.00			0.00
Cost of Goods Sold (COGS)		8,008.03			58,922.81
Gross Profit		93,648.20			658,198.23
Other Operating Income (Itemize)		0.00			0.00
Operating Expenses:
Payroll - Insiders		0.00			0.00
Payroll - Other Employees		55,052.81			424,265.22
Payroll Taxes		4,379.15			46,543.97
Other Taxes (Itemize)		17.66			4,005.40
Depreciation and Amortization		5,509.79			32,691.40
Rent Expense - Real Property		16,858.56			156,871.83
Lease Expense - Personal Property		869.27			2,796.04
Insurance		4,846.00			36,320.36
Real Property Taxes		0.00			0.00
Telephone and Utilities		9,100.00			45,111.26
Repairs and Maintenance		447.79			17,420.77
Travel and Entertainment (Itemize)		0.00			0.00
Miscellaneous Operating Expenses (Itemize)		13,072.89			61,249.08
Total Operating Expenses		110,153.92			827,275.33
Net Gain/(Loss) from Operations		(16,505.72	)		(169,077.10	)
Non-Operating Income:
Interest Income		0.00			0.00
Net Gain on Sale of Assets (Itemize)		0.00			0.00
Other (Itemize)		0.00			0.00
Total Non-Operating income		0.00			0.00
Non-Operating Expenses:
Interest Expense		0.00			1,559.62
Legal and Professional (Itemize)		0.00			1,950.00
Other (Itemize)		0.00			46,179.52
Total Non-Operating Expenses		0.00			49,689.14
NET INCOME/(LOSS)		(16,505.72	)		(218,766.24	)

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash		8,987.83
Restricted Cash		0.00
Accounts Receivable		51,918.23
Inventory		0.00
Notes Receivable		0.00
Prepaid Expenses		10,256.40
Other (Itemize)		1,115.94
Total Current Assets				72,278.40
Property, Plant, and Equipment		694,111.86
Accumulated Depreciation/Depletion		(192,154.31	)
Net Property, Plant, and Equipment				501,957.55
Other Assets (Net of Amortization):
Due from Insiders		0.00
Other (Itemize)		3,793.66
Total Other Assets				3,793.66
TOTAL ASSETS				578,029.61
LIABILITIES
Post-petition Liabilities:
Accounts Payable		13,678.14
Taxes Payable		0.00
Notes Payable		0.00
Professional fees		0.00
Secured Debt		0.00
Other (Itemize)		232,856.44
Total Post-petition Liabilities				246,534.58
Pre-petition Liabilities:
Secured Liabilities		88,568.32
Priority Liabilities		23,080.75
Unsecured Liabilities		677,923.71
Other (Itemize)		0.00
Total Pre-petition Liabilities				789,572.78
TOTAL LIABILITIES				1,036,107.36
EQUITY:
Pre-petition Owners’ Equity		(239,311.51	)
Post-petition Profit/(Loss)		(218,766.24	)
Direct Charges to Equity		0.00
TOTAL EQUITY				(458,077.75	)
TOTAL LIABILITIES & EQUITY				578,029.61

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 Debtor (and its related debtor entities) have a new financial advisor, C.T. Moffitt & Company, and Chief Restructuring Officer, Charles T. Moffitt, that were employed pursuant to Court order entered on August 27, 2010.  The Debtor (and its related entities) employed National Securities Corp. as their investment banker pursuant to Court order entered on August 26, 2010.  The Debtor (and its related entities) believe that the employment of their new financial advisor, CRO and investment banker will assist the Debtors in reorganizing their bankruptcy cases by, among other things, enabling the Debtors to attempt to obtain exit financing.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	Please see Exhibit IV attached hereto, which includes a copy of the order granting Merchant Automotive Group's relief from stay motion (entered on July 30, 2010), as well as a copy of the entered order denying the Debtors' motion for reconsideration re the granting of the relief from stay motion (entered on August 2, 2010).  Both orders involve the same property.
		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.

10/1/10	/s/ Robert Lee
Date	Principal for debtor-in-possession

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