# UNITED STATES  SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-KSB

# ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT           OF 1934

For the fiscal year ended June 30,
2006

# TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number
1-14757

|DRYCLEAN USA, Inc.                            
|----------------------------------------------
|                                              
|(Name of small business issuer in its charter)

|                                | 
|------------------------------- | 
|Delaware                        | 
|                                | 
|(State or other jurisdiction of | 
|incorporation or organization)  | 

|                                          | 
|----------------------------------------- | 
|290 N.E. 68th Street, Miami, Florida      | 
|                                          | 
|(Address of principal executive offfices) | 

Issuers telephone number,
including area code:     305-754-4551

Securities registered under Section
12(b) of the Exchange Act: Common Stock, $.025 par value

Securities registered under Section
12(g) of the Exchange Act: None

Check whether the issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act.

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes     No

Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

Indicate
 by check mark  whether  the  registrant  is a shell  company (as  defined in Rule 12b-2
of the  Exchange  Act).  Yes     No

The
Companys revenues from continuing operations for its fiscal year ended June 30, 2006
were $20,414,890.

The
aggregate market value as at September 22, 2006 of the Common Stock of the issuer, its
only class of voting stock, held by non-affiliates was approximately $3,807,000 based on
the closing price of the Companys Common Stock on the American Stock Exchange on
that date. Such market value excludes shares owned by all executive officers and directors
(and their spouses). This should not be construed as indicating that all such persons are
affiliates.

The
number of shares outstanding of the issuers Common Stock as at September 22, 2006
was 7,034,450.

DOCUMENTS INCORPORATED
BY REFERENCE

Portions of the issuers Proxy
Statement relating to its 2006 Annual Meeting of Stockholders are incorporated by
reference into Items 10, 11, 12 and 14 in Part III of this Report.

Transitional Small Business
Disclosure Format   Yes        No



---

# FORWARD LOOKING
STATEMENTS

Certain
statements in this Report are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. When used in this Report, words such
as may, should, seek, believe,
expect, anticipate, estimate, project,
intend, strategy and similar expressions are intended to identify
forward-looking statements regarding events, conditions and financial trends that may
affect the Companys future plans, operations, business strategies, operating results
and financial position. Forward-looking statements are subject to a number of known and
unknown risks and uncertainties that may cause actual results, trends, performance or
achievements of the Company, or industry trends and results, to differ materially from the
future results, trends, performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include, among others: general
economic and business conditions in the United States and other countries in which the
Companys customers and suppliers are located; industry conditions and trends;
technology changes; competition and other factors which may affect prices which the
Company may charge for its products and its profit margins; the availability and cost of
the inventory purchased by the Company; relative values of the United States currency to
currencies in the countries in which the Companys customers, suppliers and
competitors are located; changes in, or the failure to comply with, government regulation,
principally environmental regulations; and the Companys ability to successfully
introduce, market and sell at acceptable profit margins its Green-Jet® dry-wetcleaning
machine and Multi-Jet® dry cleaning machine; the Companys ability to
implement changes in its business strategies and development plans; and the availability,
terms and deployment of debt and equity capital if needed for expansion. These and certain
other factors are discussed in this Report and from time to time in other Company reports
filed with the Securities and Exchange Commission. The Company does not assume an
obligation to update the factors discussed in this Report or such other reports.

# PART I

|Item 1. |  | Description of Business.
|------- |  | ------------------------

General

The
Company was incorporated under the laws of the State of Delaware on June 30, 1963 under
the name Metro-Tel Corp. and changed its name to DRYCLEAN USA, Inc. on November 7, 1999.
Since November 1, 1998, when Steiner-Atlantic Corp. (Steiner) was merged with
and into, and therefore became, a wholly-owned subsidiary of the Company, the
Companys principal business has been as a supplier of commercial and industrial dry
cleaning equipment, laundry equipment and steam boilers and related activities.

Unless
the context otherwise requires, as used in this Report, the Company includes
DRYCLEAN USA, Inc. and its subsidiaries.

The
Company, through Steiner, supplies commercial and industrial dry cleaning equipment,
laundry equipment and steam boilers in the United States, the Caribbean and Latin American
markets. This aspect of the Companys business services includes:

| |  |  | distributing
commercial and industrial laundry and dry cleaning machines and steam boilers
manufactured by others;
| | - |  | ------------------------------------------------------------------------------------------------------------------

| |  |  | selling
the  Company's  own  proprietary  lines of laundry and dry cleaning  machines  under its
 Aero-Tech(R),  Multi-Jet(R)and                   Green-Jet(R)brand names;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2



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| |  |  | designing
and planning turn-key laundry and/or dry cleaning systems to meet the layout,
volume and budget needs of a variety of institutional and retail customers;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | supplying
replacement equipment and parts to its customers;
| | - |  | -----------------------------------------------------------

| |  |  | providing
warranty and preventative maintenance through factory-trained technicians and service
managers; and
| | - |  | -------------------------------------------------------------------------------------------------------------

| |  |  | selling
process steam systems and boilers.
| | - |  | ------------------------------------------

The
Companys wholly-owned indirect subsidiary, Steiner-Atlantic Brokerage Corp.
(Steiner Brokerage), acts as a business broker to assist others seeking to buy
or sell existing dry cleaning stores and coin laundry businesses. Some of the
Companys existing customers have become Steiner Brokerage clients, utilizing the
Companys staff and ability to assist them in the sale of their businesses and
associated real property.

The
Company, through its DRYCLEAN USA LICENSE CORP. wholly-owned indirect subsidiary, owns the
worldwide rights to the name DRYCLEAN USA, along with existing franchise and license
agreements. DRYCLEAN USA is one of the largest franchise and license operations in the dry
cleaning industry, currently consisting of over 400 franchised and licensed locations in
the United States, the Caribbean and Latin America.

Through
DRYCLEAN USA Development Corp. (DRYCLEAN USA Development), a wholly-owned
indirect subsidiary, the Company also develops new turn-key dry cleaning establishments
for resale to third parties.

Available Information

The
Company files Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB, files or
furnishes Current Reports on Form 8-K, files or furnishes amendments to those reports, and
files proxy and information statements with the Securities and Exchange Commission (the
SEC). These reports and statements may be read and copied at the SECs
Public Reference Room at 100 F Street, N.E., Room 580, Washington, DC 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. These reports and statements, as well as beneficial ownership reports
filed by the Companys officers, directors and beneficial owners of more than 10% of
the Companys common stock, may be obtained without charge through the Companys
Internet site http://www.drycleanusa.com as soon as reasonably practicable after such
materials are filed with, or furnished to, the SEC.

Product Lines

The
Company sells a broad line of commercial and industrial laundry and dry cleaning equipment
and steam boilers, as well as parts and accessories therefor.

The
commercial and industrial laundry equipment distributed by the Company features washers
and dryers, including coin-operated machines, boilers, water reuse and heat reclamation
systems, flatwork ironers, automatic folders and feeders. The Companys dry cleaning
equipment includes commercial dry cleaning machines sold primarily under the
Aero-Tech®, Multi-Jet® and Green-Jet® names, as well as garment presses,
finishing equipment, sorting and storage conveyors and accessories distributed for others.

3



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The
Companys proprietary environmentally friendlyGreen-Jet® dry-wetcleaning
machine not only cleans garments efficiently, but also eliminates the use of
perchloroethylene (Perc) in the dry cleaning process, thereby eliminating the health and
environmental concerns that Perc poses to customers and their landlords. It also
alleviates flammability, odor and cost issues inherent in alternative solvents and
cleaning processes. In May 2005, patents were granted to the Company from the United
States to protect this innovative approach to garment cleaning. Patents from other
countries are still pending. In August 2003, the Company introduced its Multi-Jet® dry
cleaning machine which can use a number of environmentally safe solvents and will replace
certain existing products.

The
products sold by the Company are positioned and priced to appeal to customers in each of
the high-end, mid-range and value priced markets. These products are offered under a wide
range of price points to address the needs of a diverse customer base. Suggested prices
for most of the Companys products range from approximately $5,000 to $100,000. The
products supplied by the Company afford the Companys customers a one-stop
shop for commercial and industrial laundry and dry cleaning machines, boilers and
accessories. By providing one-stop shopping, the Company believes it is better
able to attract and support potential customers who can choose from the Companys
broad product line. Product sales accounted for approximately 96% of revenues in each of
fiscal 2006 and 2005.

The
Company seeks to establish customer satisfaction by offering:

| |  |  | an
on-site training and preventive maintenance program performed by factory trained
technicians and service managers;
| | - |  | ---------------------------------------------------------------------------------------------------------------------

| |  |  | design
and layout assistance;
| | - |  | -----------------------------

| |  |  | maintenance
of a comprehensive parts and accessories inventory and same day or overnight availability;
| | - |  | ------------------------------------------------------------------------------------------------------

| |  |  | competitive
pricing; and
| | - |  | ------------------------

| |  |  | a
toll-free support line to resolve customer service problems.
| | - |  | --------------------------------------------------------------

In
addition, the Company, under the name DRYCLEAN USA, currently franchises and licenses over
400 retail drycleaning stores in the United States, the Caribbean and Latin America,
making it one of the largest retail drycleaning license and franchise operations in the
dry cleaning industry. During fiscal 2006 and 2005, the Companys license and
franchise segment contributed approximately 1.7% and 2.0%, respectively, of the
Companys revenues.

Through
its Steiner Brokerage subsidiary, the Company acts as a business broker to assist others
seeking to buy or sell existing dry cleaning and laundry businesses. Someof the
Companys existing customers have become Steiner Brokerage clients, utilizing the
Companys staff and ability to assist them in the sale of their businesses and
associated real property. This business contributed less than 1% of the Companys
revenues during fiscal 2006 and 2005, respectively.

The
Company, through its DRYCLEAN USA Development subsidiary, develops new turn-key dry
cleaning establishments for resale to third parties. During fiscal 2006, DRYCLEAN USA
Development did not contribute to the Companys revenues and contributed less than 1%
in fiscal 2005.

# Sales, Marketing and
Customer Support

The
laundry and dry cleaning equipment products marketed by the Company are sold by it to its
customers in the United States, the Caribbean and Latin America, as well as customers of
its

4



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DRYCLEAN USA licensing subsidiary.
The Company employs sales executives to market its proprietary and distributed products,
including its Aero-Tech®, Multi-Jet® and Green-Jet® products, in the United
States and in international markets. The Company supports product sales by advertising in
trade publications, participating in trade shows and engaging in regional promotions and
sales incentive programs. A substantial portion of equipment and parts sales orders are
obtained by telephone, e-mail and fax inquiries originated by the customer or by
representatives of the Company, and significant repeat sales are derived from existing
customers.

Additionally,
the Companys Aero-Tech®, Green-Jet® and Multi-Jet® machines are sold
through distributors and dealers throughout the United States, the Caribbean and Latin
America. The Company continues to develop distributor relationships in North America for
its dry cleaning machines.

The
Company trains its sales and service employees to provide service and customer support.
The Company uses specialized classroom training, instructional videos and vendor sponsored
seminars to educate employees about product information. In addition, the Companys
technical staff has prepared comprehensive training manuals, written in English and
Spanish, relating to specific training procedures. The Companys technical personnel
are continuously retrained as new technology is developed. The Company monitors service
technicians continued educational experience and fulfillment of requirements in
order to evaluate their competence. All of the Companys service technicians receive
service bulletins, service technicians tips and continued training seminars.

# Customers and Markets

The
Companys customer base consists of approximately 750 customers in the United States,
the Caribbean and Latin America, including independent and franchise dry cleaning stores
and chains, hotels, motels, cruise lines, hospitals, nursing homes, government
institutions and distributors. In June 2004, as another distributor ceased operations, the
Company obtained an expansion of the territory in which it acts as a distributor for
certain laundry products manufactured by certain manufacturers from southern Florida to
encompass most of Florida, the Companys principal domestic market. One customer
accounted for approximately 17% of the Companys revenues during the year ended June
30, 2006. No customer accounted for more than 10% of the Companys revenues during
the year ended June 30, 2005.

# Foreign Sales

Export
sales of laundry and dry cleaning equipment were approximately $2,533,000 and $2,833,000
during the years ended June 30, 2006 and June 30, 2005, respectively, and were made
principally to Latin America and the Caribbean. See Customers and Markets.

All
of the Companys export sales require the customer to make payment in United States
dollars. Accordingly, foreign sales may be affected by the strength of the United States
dollar relative to the currencies of the countries in which their customers and
competitors are located, as well as the strength of the economies of the countries in
which the Companys customers are located.

5



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# Sources of Supply

The
Company purchases laundry and dry cleaning machines, boilers and the other products
supplied by it from a number of manufacturers. One of our suppliers accounted for
approximately 23% of the Companys purchases for the year ended June 30, 2006. During
the year ended June 30, 2005, no suppliers accounted for more than 20% of the
Companys purchases. The Companys major suppliers are Pellerin Milnor
Corporation, Chicago Dryer Company and Unipress Corporation. Historically, the Company has
not experienced difficulty in purchasing products it distributes for others and believes
it has good working relationships with its suppliers.

The
supplier of a significant portion of the Companys laundry equipment and spare parts
for their laundry equipment is located near New Orleans. While its plant was only slightly
damaged by Hurricane Katrina, its power and employee availability were disrupted, causing
shipment delays during fiscal 2006. These problems have been resolved. The Company has
shipped its backlog and is now current with new orders.

The
Companys proprietary Green-Jet® dry-wetcleaning machines are currently
manufactured exclusively for the Company by one manufacturer in the United States.
Substantially all of the Companys dry cleaning equipment sold under the
Aero-Tech® and Multi-Jet® labels is currently manufactured exclusively for the
Company by two manufacturers in Italy.

The
Company has established long-standing relationships with these manufacturers. The
Companys management believes its supplier relationships for the products it
distributes for others and its proprietary products provide the Company with a substantial
competitive advantage, including exclusivity for certain products and certain areas and
favorable prices and terms. Therefore, the loss of certain of these vendor relationships
could adversely affect the Companys business.

The
Company has a formal contract with only a few of its equipment suppliers and manufacturers
and relies on its long-standing relationship with its other suppliers and manufacturers.
The Company collaborates in the design and closely monitors the quality of its
manufactured product. The Company must place its orders with its United States
manufacturer of the Green-Jet® dry-wetcleaning machine and with its Italian
manufacturers of its Aero-Tech® and Multi-Jet® dry cleaning machines prior to the
time the Company has received all of its orders and, in certain instances, places orders
for products it distributes in advance of its receipt of sales orders. However, because of
the Companys close working relationship with its suppliers and manufacturers, the
Company can usually adjust orders rapidly and efficiently to reflect a change in customer
demands. The Company believes that if, for any reason, its arrangements with the
manufacturers of its proprietary products were to cease, or in the event the cost of these
products were to be adversely affected, it will be able to have these products
manufactured by other suppliers.

The
Companys current bank revolving credit facility includes a $250,000 foreign exchange
subfacility for the purpose of enabling the Company to mitigate its currency exposure in
connection with its import activities through spot foreign exchange and forward exchange
contracts. There were no open foreign exchange contracts at either June 30, 2006 or 2005.

Imports
into the United States are also affected by the cost of transportation, the imposition of
import duties and increased competition from greater production demands abroad. The United
States, Italy and the European Union may, from time to time, impose quotas, duties,
tariffs or other restrictions or adjust prevailing quotas, duties or tariff levels, which
could affect the Companys margins on its Aero-Tech® and Multi-Jet® machines.
Customs duties, imposed by the United States, were less than 1% of invoice cost for the
Companys imported dry cleaning machines during each of fiscal 2006 and 2005.

6



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# Competition

The
commercial and industrial laundry and dry cleaning equipment distribution business is
highly competitive and fragmented with over 100 full-line or partial-line equipment
distributors in the United States. The Companys management believes that no one
distributor has a major share of the market and that substantially all distributors are
independently owned and, with the exception of several regional distributors, operate
primarily in local markets. Competition is based primarily on price, product quality,
delivery and support services provided to the customer. In Florida, the Companys
principal domestic market, the Companys primary competition is derived from a number
of full line distributors, which operate throughout Florida. In the export market, the
Company competes with several distributors and anticipates increased competition as the
export market grows. The Companys proprietary dry cleaning equipment competes with
over a dozen manufacturers of dry cleaning equipment whose products are distributed
nationally. In all geographic areas, the Company competes by offering an extensive product
selection, value-added services, such as product inspection and quality assurance, a
toll-free customer support line, reliability, warehouse location, price, competitive
special features and, with respect to certain products, as to which the Company acts as
distributor, exclusivity.

As
a franchisor/licensor of retail dry cleaning stores, DRYCLEAN USA competes with several
other franchisors and turn-key suppliers of dry cleaning stores primarily on the basis of
trademark recognition and reputation. As a broker in the purchase and sale of retail dry
cleaning stores and coin laundry businesses, Steiner Brokerage competes with business
brokers generally, as well as with other professionals with contacts in the retail dry
cleaning and coin laundry business. Competition in this latter area is primarily based on
reputation, advertising and, to a lesser degree, on the level of fees charged.

# Research and Development

The
Company has designed and introduced its new Green-Jet® dry-wetcleaning and
Multi-Jet® drycleaning machines and continues to improve these products. The amounts
of research and development expenses for the years ended June 30, 2006 and 2005 were
$27,805 and $44,825, respectively.

# Patents and Trademarks

The
Company is the owner of United States service mark registrations for the names
Aero-Tech®, Multi-Jet® and Green-Jet®, which are used in connection with its
laundry and dry cleaning equipment, and of DRYCLEAN USA®, which is licensed by it to
retail dry cleaning establishments. The Company intends to use and protect these or
related service marks, as necessary. The Company believes its trademarks and service marks
have significant value and are an important factor in the marketing of its products.
Patents were granted in May 2005 for the protection of the Companys new
Green-Jet® dry-wetcleaningmachine in the United States which will expire in
May 2021 and patents have been applied for in certain foreign countries.

On
January 3, 2005, the Company entered into a Patent License Agreement with Whirlpool
Corporation (Whirlpool) in which the Company granted Whirlpool an exclusive
license until December 31, 2008 and thereafter a non-exclusive license to make and sell
laundry appliances incorporating the Companys patent applications and other
intellectual property related to fabric treatment technology for improving the drying and
refreshing of garments in home clothes dryers. In consideration for the grant of the
exclusive license through December 31, 2008, Whirlpool paid the Company $350,000, of which
$331,100 was for the exclusive license fee. In addition, Whirlpool is to pay the Company a
per unit royalty for dryers using the licensed technology that are sold during the three
year period following the first sale following commercial production of dryers using the
license technology.

7



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# Compliance with
Environmental and Other Government Laws and Regulations

Over
the past several decades in the United States, federal, state and local governments have
enacted environmental protection laws in response to public concerns about the
environment, including with respect to perchloroethylene (Perc), the primary cleaning
agent historically used in the commercial and industrial dry cleaning process. A number of
industries, including the commercial and industrial dry cleaning and laundry equipment
industries, are subject to these evolving laws and implementing regulations. As a supplier
to the industry, the Company serves customers who are primarily responsible for compliance
with environmental regulations. Among the federal laws that the Company believes are
applicable to the industry are the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (CERCLA), which provides for the investigation and
remediation of hazardous waste sites; the Resource Conservation and Recovery Act of 1976,
as amended (RCRA), which regulates the generation and transportation of
hazardous waste as well as its treatment, storage and disposal; and the Occupational
Safety and Health Administration Act (OSHA), which regulates exposure to toxic
substances and other health and safety hazards in the workplace. Most states and a number
of localities have laws that regulate the environment which are at least as stringent as
the federal laws. In Florida, for example, in which a significant amount of the
Companys dry cleaning and laundry equipment sales are made, environmental matters
are regulated by the Florida Department of Environmental Protection which generally
follows the United States governments Environmental Protection Agencys
(EPA) policy in the EPAs implementation of CERCLA and RCRA and closely
adheres to OSHAs standards.

The
Company believes its Aero-Tech®, Multi-Jet® and Green-Jet® dry-wetcleaning
machines exceed environmental regulation standards set by safety and environmental
regulatory agencies.

The
Company does not believe that compliance with Federal, state and local environmental and
other laws and regulations which have been adopted have had, or will have, a material
effect on its capital expenditures, earnings or competitive position.

The
Company is also subject to Federal Trade Commission (the FTC) regulations and
various state laws regulating the offer and sale of franchises. The FTC and various state
laws require the Company to, among other things, furnish to prospective franchisees a
franchise offering circular containing prescribed information. Certain states in the
United States require separate filings in order to offer and sell franchises in those
states. The Company believes that it is in compliance in all material respects with these
laws.

# Employees

The
Company currently employs 35 employees on a full-time basis, of whom 4 serve in executive
management capacities, 10 are engaged in sales and marketing, 13 are administrative and
clerical personnel, and 8 serve as warehouse support. None of the Companys employees
are subject to a collective bargaining agreement, nor has the Company experienced any work
stoppages. The Company believes that its relations with employees are satisfactory.

8



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|Item 2. |  | Description of Properties.
|------- |  | --------------------------

The
Companys executive offices and the main distribution center for its products are
housed in three leased adjacent facilities totaling approximately 45,000 square feet in
Miami, Florida. The Company believes its facilities are adequate for its present and
anticipated future needs. The following table sets forth certain information concerning
the leases at these facilities:

|                   |                     |                  
|------------------ | ------------------- | -----------------
|Facility           | Approximate Sq. Ft. | Expiration       
|                   |                     |                  
|Miami, Florida (1) | 27,000              | October 2008     
|Miami, Florida     | 8,000               | March 2008       
|Miami, Florida     | 10,000              | December 2008 (2)

_________________

|(1) |  | Leased
from William K. Steiner, a director of the Company.
|--- |  | ----------------------------------------------------------

|(2) |  | The
Company has a three-year renewal option.
|--- |  | --------------------------------------------

|Item 3. |  | Legal
Proceedings.
|------- |  | ------------------

The
Company is not a party to any material pending legal proceedings.

|Item 4. |  | Submission
of Matters to a Vote of Security Holders.
|------- |  | ----------------------------------------------------

Not
applicable.

9



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# PART II

|Item 5. |  | Market
for the Common Equity and Related Stockholder Matters.
|------- |  | -------------------------------------------------------------

The
Companys Common Stock is traded on the American Stock Exchange (the
Amex) and on the Chicago Stock Exchange, each under the symbol
DCU. The following table sets forth, for the Companys Common Stock, the
high and low sales prices on the Amex, as reported by Amex, for the periods reflected
below.

|               | High | Low
|-------------- | ---- | ---
|Fiscal 2006    |      |    
|First Quarter  |      | $  
|Second Quarter |      |    
|Third Quarter  |      |    
|Fourth Quarter |      |    
|               |     
|Fiscal 2005    |     
|First Quarter  |      | $  
|Second Quarter |      |    
|Third Quarter  |      |    
|Fourth Quarter |      |    

As
of September 22, 2006, there were approximately 488 holders of record of the
Companys Common Stock.

The
following table sets forth information concerning the cash dividends declared by the
Companys Board of Directors during the periods covered by this Report.

|Declaration Date   | Record Date      | Payment Date     | Per Share Amount
|------------------ | ---------------- | ---------------- | ----------------
|March 31, 2006     | April 14, 2006   | May 1, 2006      | $.04            
|September 23, 2005 | October 14, 2005 | November 1, 2005 | $.04            
|March 23, 2005     | April 15, 2005   | May 2, 2005      | $.035           
|September 27, 2004 | October 15, 2004 | November 1, 2004 | $.06            

Beginning
with the dividend declared on March 23, 2005, the Company changed from an annual to a
semi-annual dividend schedule.

The
Company is a party to a Loan and Security Agreement with a commercial bank, which, among
other things, provides that the Company may declare or pay dividends only to the extent
that the dividend payment would not reasonably likely result in a failure by the Company
to maintain specified consolidated debt service or short-term debt to equity ratios.

The
Company did not sell any equity securities during the year ended June 30, 2006 that were
not registered under the Securities Act of 1933, as amended.

10



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|Item 6. |  | Managements
Discussion and Analysis or Plan of Operation.
|------- |  | ----------------------------------------------------------

# General

The
following discussion should be read in conjunction with the Consolidated Financial
Statements and Notes thereto which appear in Item 7 of this Report.

# Overview

The
early quarters of fiscal 2006 were affected by Hurricane Katrina in the first quarter of
the year that caused shipping delays from one of the Companys largest laundry and
spare parts suppliers located near New Orleans and by Hurricane Wilma in the second
quarter of the year that affected southern Florida, which is a large part of the
Companys selling area, and also caused a shutdown of the Companys Miami
facilities and corporate headquarters for a week due to power outages. As the year
progressed the Company was able to catch up with its shipments and, by year end, the
Company was making timely deliveries. Despite these factors, revenues for the year ended
June 30, 2006 were a record $20,414,890, or 9.9% higher than in fiscal 2005, and net
earnings increased 13.8% over fiscal 2005 to $803,981 or $0.11 per share on a fully
diluted basis.

Revenues
for the year ended June 30, 2006 increased by $1,839,641 or 9.9% over 2005, primarily as a
result of a 13.8% increase in industrial laundry equipment sales and higher commission
income earned on shipments made by certain of the Companys manufacturers directly to
certain of the Companys large national customers that have special national account
terms and arrangements with some manufacturers. However, in these cases, the manufacturer
awards the Company a commission. Therefore, while the amount of the Companys
revenues was affected because it recognized the amount of the commission instead of the
full sales price of the equipment sold, the Companys earnings were not materially
impacted. The Company expects this trend to continue in the future but on a lower scale as
the Company solidifies the expanded territory it acquired in June 2004 in which it acts as
a distributor for certain laundry products manufactured by certain manufacturers from
southern Florida to encompass most of Florida.

The
increase in sales offset a .8 percentage point decrease in gross margins caused by the
increased size of certain orders which carry smaller margins in order to remain
competitive. In addition, although lower as a percentage of revenues in fiscal 2006,
higher employee compensation expense caused selling, general and administration expenses
to increase in dollar amount by 9.7%. The Companys property insurance will increase
by approximately $93,000 (79.6%), with large deductibles, in fiscal 2007, as premiums are
increasing due to the three hurricanes that hit Florida during fiscal 2006. As a result,
the Company has elected to self-insure for wind damage coverage in order to substantially
reduce the premiums. The Company believes its facilities are well protected from wind
damage.

Inventory
levels at June 30, 2006 were slightly lower than at June 30, 2005 due to heavy shipments
in June 2006; however, inventory levels are expected to increase as fiscal 2007
progresses.

Cash
on hand increased substantially due to a number of factors discussed below, most notably,
an approximate $520,000 increase in customers deposits reflecting a higher level of
business and backlog. The entire backlog on hand at June 30, 2006 is expected to ship
during fiscal 2007.

As
a result of the solid financial condition of the Company, the Companys Board of
Directors increased the semi-annual dividend to $.04 per share during fiscal 2006.

11



---

# Liquidity and Capital
Resources

For
the twelve month period ended June 30, 2006, cash increased by $1,524,587 compared to a
decrease of $160,135 during fiscal 2005.

The
following table summarizes the Companys Consolidated Statement of Cash Flows:

|                             |                      |          
|---------------------------- | -------------------- | ---------
|                             | Years Ended June 30,
|                             | 2006                 | 2005     
|                             |                      |          
|Net cash provided (used) by:
|                             |                      |          
|Operating activities         | $ 2,082,462          | $ 460,462
|Investing activities         | (4,582)              | 36,727   
|Financing activities         | (553,293)            | (657,324)

For the
twelve month period ended June 30, 2006, operating activities provided cash of $2,082,462
compared to $460,462 for the twelve month period ended June 30, 2005. The improvement of
$1,622,000 was caused primarily by the improvement in net earnings of $97,718 (partially
offset by a $62,408 reduction in non-cash expenses), coupled with changes in operating
assets and liabilities that produced additional cash improvement of $1,160,603. The
primary reason for the increase in cash contributed by changes in operating assets and
liabilities in fiscal 2006 was an increase of $521,542 in customer deposits (compared to
an increase of $27,398 in fiscal 2005). The increase in customer deposits reflect an
increased level of business and backlog. In addition, cash was provided by a decrease in
accounts, trade notes and lease receivables of $193,943 in fiscal 2006 compared to an
increase of $369,333 in fiscal 2005. Accounts, trade notes and lease receivables at fiscal
2005 year end were higher due to heavy shipments at year end. Further cash in fiscal 2006
was provided by a decrease in inventory of $98,852 compared to an increase of $118,214 in
fiscal 2005. These fluctuations in inventory from year to year are caused by the normal
course of business activity. Higher accounts payable and accrued expenses and accrued
employee expense levels at the end of fiscal 2006 contributed an aggregate of $488,302 of
cash in fiscal 2006, compared to a decrease of $254,988 in fiscal 2005, mostly due to
employee bonuses which are to be paid in September 2006. Income taxes payable increased by
$74,884 in fiscal 2006 over fiscal 2005 due to increased profitability.

Investing
activities used cash of $4,582 for the twelve month period ended June 30, 2006, as the
final payments received through November 2005 on a note from the sale of the
Companys telecommunications segment ($67,857) did not offset the purchase of capital
equipment ($71,131) and patent and trademark expenditures ($1,308). During the comparable
period of fiscal 2005, investing activities provided cash of $36,727, as proceeds from the
note ($157,143) offset capital expenditures for equipment of $88,461 and patent and
trademark expenses of $31,955.

Financing
activities used cash of $553,293 in fiscal 2006 to pay dividends of $562,356, partially
offset by $9,063 received from the exercise of a stock option to purchase 10,000 shares of
the Companys common stock. In fiscal 2005, financing activities used cash of
$657,324 to pay dividends of $667,324, offset partially by $10,000 received from the
exercise of a stock option to purchase 10,000 shares of the Companys common stock.

On
October 30, 2005, the Company received an extension until October 30, 2006 of its existing
$2,250,000 revolving line of credit facility. In addition, the Loan Agreement was amended
to eliminate the requirement that 51% of the stock of the Company be owned by the Steiner
family or any Steiner trust. On October 28, 2004, the Loan Agreement, was amended, to
eliminate the borrowing base restriction on borrowings under the revolving credit
facility, thereby enabling the Company to borrow up to the full $2,250,000 amount
available under that facility regardless of the Companys levels of accounts

12



---

receivable and inventories. The
Companys obligations under the facility continue to be guaranteed by the
Companys subsidiaries and collateralized by substantially all of the Companys
and its subsidiaries assets. The Company intends to renew, and believes the bank
will agree to renew, this line for another year.

During
fiscal 2006 and 2005, the Board of Directors declared various dividends, aggregating
$562,356 and $667,324, respectively. Information concerning these dividends is contained
in a table shown on page 10 of this report. On September 26, 2006, the Board of Directors
declared a $.04 per share semi-annual dividend (or an aggregate of $281,378) payable on
November 1, 2006 to shareholders of record on October 13, 2006.

The
Company believes that its present cash position, the cash it expects to generate from
operations and cash borrowings available under its line of credit will be sufficient to
meet its presently contemplated operational needs.

# Off-Balance Sheet
Financing

The
Company has no off-balance sheet financing arrangements within the meaning of item 303(c)
of Regulation S-B.

# Results of Operations

|                                        | Year Ended June 30, |            
|--------------------------------------- | ------------------- | -----------
|
|Net sales                               | $19,464,842         | $17,750,799
|Development fees, franchise and license
|fees, commissions and other             | 950,048             | 824,450    
|                                        |                     |            
|Total revenues                          | $20,414,890         | $18,575,249
|                                        |                     |            

Revenues
for the year ended June 30, 2006 increased by $1,839,641 (9.9%) over fiscal 2005. The
commercial laundry and dry cleaning segment increased its revenue by 10.2% due primarily
to its sales staff becoming established in the territory into which the Company has
expanded since June 2004 and generating an increase in industrial laundry equipment sales
and higher commission income. However, the Companys license and franchise segment
experienced a decrease of 7.2% in revenues, primarily due to a reduction in royalties and
new dry cleaning franchises. For the twelve month period ended June 30, 2006, sales of
commercial laundry increased by 13.8%, sales of dry cleaning equipment increased by 2.3%
and sales of spare parts increased by 5.1%. These increases were partially offset by a
23.8% decrease in boiler sales. Brokerage revenues, which are included in the commercial
laundry and dry cleaning segment, increased by 109.7%; however, they represent less than 1%
of Company revenue.

Overall
expenses of the Company, including costs of sales, were 94.4% of total revenues in fiscal
2006, compared to 93.9% in fiscal 2005. The slight increase, as a percentage of revenues,
reflects lower gross margins.

|                                             | Year Ended June 30,
|-------------------------------------------- | -------------------
|
|As a percentage of net sales:                |                    
|Cost of sales                                | 75.9%              
|As a percentage of revenues:                
|Selling, general and administrative expenses | 21.8%              
|Research and development                     | .1%                
|Total expenses                               | 94.4%              
|                                            

13



---

Cost
of goods sold, expressed as a percentage of sales, increased to 75.9% in fiscal 2006
compared to 75.2% in fiscal 2005 as the Company had larger contract sales which generally
carry a smaller margin, increase in the Companys provision for slow-moving inventory
of approximately $70,000 and a change in product mix.

Selling,
general and administrative expenses increased by $392,829 (9.7%), but improved as a
percentage of revenues to 21.8% in fiscal 2006 from 21.9% in fiscal 2005. Most of the
dollar increase was due to an approximate 23.0% increase in payroll expenses, including increased sales
commissions. Other accounts in this category of expenses were generally in line with the
increased level of sales.

Research
and development expenses are a small part of the Companys total operating expenses.
These expenses relate to the on-going research on the Companys Green-Jet® and
Multi-Jet® technologies and the application of these technologies to smaller machines
for the dry cleaning and hotel industry.

Interest
income increased by $64,751 (605.6%) as a result of interest earned on higher outstanding
bank balances and higher prevailing rates.

The
Companys effective income tax rate decreased to 34.5% in fiscal 2006 compared to the
income tax rate of 37.7% in fiscal 2005 mostly due to an increase in the benefit derived
from the exclusion of foreign sales.

# Inflation

Inflation
has not had a significant effect on the Companys operations during any of the
reported periods.

# Transactions with
Related Parties

The
Company leases 27,000 square feet of warehouse and office space from William K. Steiner, a
principal shareholder, Chairman of the Board of Directors and a director of the Company.
The Company and Mr. Steiner entered into a new lease for this facility on September 9,
2005 for a three-year period beginning November 1, 2005 at an annual rental of $94,500,
with annual increases commencing November 1, 2006 of 3% over the rent in the prior year.
The Company is to bear real estate taxes, utilities, maintenance, non-structural repairs
and insurance. The new lease contains two three-year renewal options in favor of the
Company. The Company believes that the terms of the lease are comparable to terms that
would be obtained from an unaffiliated third party for similar property in a similar
locale.

In
fiscal 2006, the Company paid a law firm, in which a director is of counsel, $45,300 for
legal services performed. In fiscal 2005, the Company paid that law firm and another law
firm, in which the director at the time was of counsel, an aggregate of $81,500 for legal
services performed.

# Critical Accounting
Policies

Securities
and Exchange Commission Financial Reporting Release No. 60 encourages all companies to
include a discussion of critical accounting policies or methods used in the preparation of
financial statements. Management believes the following critical accounting policies
affect the significant judgments and estimates used in the preparation of the
Companys financial statements:

14



---

Use
of Estimates

The
preparation of financial statements requires management to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis, management
evaluates these estimates, including those related to allowances for doubtful accounts
receivable, the carrying value of inventories and long-lived assets, the timing of revenue
recognition for initial license and franchise fees from sales of franchise arrangements
and continuing license and franchise service fees, as well as sales returns. Management
bases these estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the recognition of revenues and expenses and the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.

Revenue
Recognition and Accounts and Notes Receivable

Equipment
and replacement parts are generally shipped FOB from the Companys warehouse or drop
shipped FOB factory at which time risk of loss and title passes to the purchaser and the
sale is recorded. Commissions and development fees are recorded when earned, generally
when the services are performed or the transaction is closed. Individual franchise
arrangements include a license and provide for payment of initial fees, as well as
continuing royalties. Initial franchise fees are generally recorded upon the opening of
the franchised store, which is evidenced by a certificate from the franchisee, indicating
that the store has opened, and collectibility is reasonably assured. Continuing royalties
represent regular contractual payments received for the use of the Dryclean
USA marks, which are recognized as revenue when earned, generally on a straight line
basis.

Accounts
and trade notes receivable are customer obligations due under normal trade terms. The
Company sells its products primarily to independent dryclean and laundry plants. The
Company performs continuing credit evaluations of its customers financial condition
and depending on the term of credit, the amount of the credit granted and
managements past history with a customer, the Company may require the debtor to
pledge the purchased equipment as collateral for the receivable. Senior management reviews
accounts and notes receivable on a regular basis to determine if any such amounts will
potentially be uncollectible. The Company includes any balances that are determined to be
uncollectible, along with a general reserve based on older aged amounts, in its overall
allowance for doubtful accounts. After all attempts to collect a receivable have failed,
the receivable is written off. Based on the information available to management, it
believes the Companys allowance for doubtful accounts as of June 30, 2006 is
adequate. However, actual write-offs might exceed the recorded allowance.

Franchise
License Trademark and Other Intangible Assets

The
franchise license, trademark, patents and trade name are stated at cost less accumulated
amortization. Those assets are amortized on a straight-line basis over the estimated
future periods to be benefited (10-15 years). The patents are amortized over the shorter
of the patents useful life or legal life from the date such patents are granted. The
Company reviews the recoverability of intangible assets based primarily upon an analysis
of undiscounted cash flows from the intangible assets. In the event the expected future
net cash flows should become less than the carrying amount of the assets, an impairment
loss will be recorded in the period such determination is made, based on the fair value of
the related assets.

15



---

# New Accounting
Pronouncements

In
December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 123 (Revised 2004)
(SFAS 123(R)) Share-based payment. SFAS 123(R) will require compensation costs
related to share-based payment transactions to be recognized in the financial statements.
With limited exceptions, the amount of compensation cost will be measured based on the
grant-date fair value of the equity or liability instruments issued. In addition,
liability awards will be re-measured each reporting period. Compensation cost will be
recognized over the period that an employee provides service in exchange for the award.
SFAS 123(R) replaces FASB 123, Accounting for Stock-Based Compensation and supersedes APB
Opinion No. 25, Accounting for Stock Issued to Employees. This guidance is effective as of
the first interim or annual reporting period beginning after December 15, 2005 for Small
Business filers such as the Company. SFAS 123(R) does not affect the Company at the
present time but may effect the Company if it issues share-based compensation in the
future.

In
December 2004, the FASB issued FASB Statement No.151, Inventory Costs, which
clarifies the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Under this Statement, such items will be recognized
as current-period charges. In addition, the Statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity of the
production facilities. This Statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005 and must be applied prospectively. Adoption of
this statement did not affect the Companys financial position or results of
operations because the Company does not manufacture inventory.

In
December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets,
which amends APB Opinion No. 29, Accounting for Nonmonetary Transactions. The
amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary
assets should be measured based on the fair value of the assets exchanged. Further, the
amendments eliminate the narrow exception for nonmonetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of nonmonetary assets that do
not have commercial substance. Previously, Opinion 29 required that the
accounting for an exchange of a productive asset for a similar productive asset or an
equivalent interest in the same or similar productive asset should be based on the
recorded amount of the asset relinquished. The provisions in SFAS 153 are effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.
Adoption of this pronouncement did not affect the Companys financial position or
results of operations.

In
May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections
 A Replacement of APB No. 20 and FASB Statement No. 3. Among other changes,
SFAS 154 requires that a voluntary change in accounting principle be applied
retrospectively with all prior period financial statements presented on the new accounting
principle, unless it is impracticable to do so. SFAS 154 also provides that (1) a change
in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for
as a change in estimate (prospectively) that was effected by a change in accounting
principle, and (2) correction of errors in previously issued financial statements should
be termed a restatement. The new standard is effective for accounting changes
and correction of errors made in fiscal years beginning after December 15, 2005. Early
adoption of this standard is permitted for accounting changes and correction of errors
made in fiscal years beginning after June 1, 2005. Adoption of this pronouncement did not
affect the Company.

16



---

|Item 7. |  | Financial
Statements.
|------- |  | ---------------------

DRYCLEAN USA, Inc. and
Subsidiaries

Index to Consolidated
Financial Statements

|                                                                                           | Page
|------------------------------------------------------------------------------------------ | ----
|Report of Independent Registered Public Accounting Firm                                    | 18  
|                                                                                           |     
|Consolidated Balance Sheets at June 30, 2006 and 2005                                      | 19  
|                                                                                           |     
|Consolidated Statements of Operations for the years ended June 30, 2006 and 2005           | 20  
|                                                                                           |     
|Consolidated Statements of Shareholders' Equity for the years ended June 30, 2006 and 2005 | 21  
|                                                                                           |     
|Consolidated Statements of Cash Flows for the years ended June 30, 2006 and 2005           | 22  
|                                                                                           |     
|Summary of Accounting Policies                                                             | 23  
|                                                                                           |     
|Notes to Consolidated Financial Statements                                                 | 28  

17



---

Report of Independent
Registered Public Accounting Firm

Board of Directors and
ShareholdersDRYCLEAN USA, Inc. and Subsidiaries:

We have audited the accompanying consolidated
balance sheets of DRYCLEAN USA, Inc. and subsidiaries as of June 30, 2006 and 2005, and the related
consolidated statements of operations, shareholders equity and cash flows for the
years then ended. These consolidated financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement. The
Company was not required to have, nor were we engaged to perform, an audit of the
Companys internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion.An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
consolidated financial position of DRYCLEAN USA, Inc. and subsidiaries as of June 30, 2006 and 2005
and the consolidated results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the United
States of America.

MORRISON, BROWN, ARGIZ & FARRA
LLP

Miami, FloridaSeptember
8, 2006, exceptfor the third paragraphof Note 11 as to whichthe date isSeptember 26, 2006

18



---

DRYCLEAN USA, Inc. and
Subsidiaries

Consolidated Balance
Sheets

|June 30,                                                                | 2006 |  | 2005 |          
|----------------------------------------------------------------------- | ---- |  | ---- | ---------
|Assets                                                                  |      |  |      |          
|                                                                        |      | 
|Current assets                                                          |      | 
|Cash and cash equivalents                                               |      |  | $    | 3,106,703
|Accounts and trade notes receivable, net of allowance for               |      | 
|doubtful accounts of $130,000                                           |      |  |      | 1,734,071
|Lease receivables (Note 2)                                              |      |  |      | -        
|Inventories                                                             |      |  |      | 2,991,165
|Deferred income taxes (Note 4)                                          |      |  |      | 141,210  
|Note receivable-current (Note 13)                                       |      |  |      | -        
|Other current assets                                                    |      |  |      | 253,075  
|                                                                       
|Total current assets                                                    |      |  |      | 8,226,224
|                                                                        |      | 
|Equipment and improvements, net (Note 3)                                |      |  |      | 225,643  
|                                                                        |      | 
|Franchise license, trademarks and other intangible assets, net (Note 1) |      |  |      | 308,474  
|                                                                        |      | 
|Deferred income taxes (Note 4)                                          |      |  |      | 33,375   
|                                                                       
|                                                                        |      |  | $    | 8,793,716
|                                                                       
|Liabilities and Shareholders' Equity                                    |      | 
|                                                                        |      | 
|Current liabilities                                                     |      | 
|Accounts payable and accrued expenses                                   |      |  | $    | 872,114  
|Accrued employee expenses                                               |      |  |      | 591,133  
|Income taxes payable                                                    |      |  |      | 70,391   
|Unearned income                                                         |      |  |      | 206,937  
|Customer deposits                                                       |      |  |      | 1,098,982
|                                                                       
|Total current liabilities                                               |      |  |      | 2,839,557
|                                                                       
|Total liabilities                                                       |      |  |      | 2,839,557
|                                                                       
|Commitments and contingencies (Notes 6, 8 and 9)                        |      | 
|                                                                       
|Shareholders' equity (Notes 11 and 12)                                  |      | 
|Preferred Stock, $1.00 par value:                                       |      | 
|Authorized shares - 200,000; none                                       |      | 
|issued and outstanding                                                  |      |  |      | -        
|Common stock, $0.025 par value:                                         |      | 
|Authorized shares - 15,000,000; 7,065,500 and 7,055,500,                |      | 
|shares issued and outstanding at 2006 and 2005,                         |      | 
|respectively, including  shares held in treasury                        |      |  |      | 176,638  
|Additional paid-in capital                                              |      |  |      | 2,095,069
|Retained earnings                                                       |      |  |      | 3,685,472
|Treasury stock, 31,050  shares at cost                                  |      |  |      | (3,020   
|                                                                       
|Total shareholders' equity                                              |      |  |      | 5,954,159
|                                                                       
|                                                                        |      |  | $    | 8,793,716
|                                                                       

See accompanying summary of
accounting policies and notes to consolidated financial statements.

19



---

DRYCLEAN USA, Inc. and
Subsidiaries

Consolidated Statements
of Operations

|Years ended June 30,                                                | 2006 |  | 2005 |           
|------------------------------------------------------------------- | ---- |  | ---- | ----------
|Revenues:                                                           |      |  |      |           
|Net sales                                                           |      |  | $    | 19,464,842
|Development fees, franchise and license fees, commissions and other |      |  |      | 950,048   
|                                                                   
|Total                                                               |      |  |      | 20,414,890
|                                                                   
|Cost of sales                                                       |      |  |      | 14,778,382
|Selling, general and administrative expenses                        |      |  |      | 4,455,969 
|Research and development expenses                                   |      |  |      | 27,805    
|                                                                   
|Total                                                               |      |  |      | 19,262,156
|                                                                   
|Operating income                                                    |      |  |      | 1,152,734 
|                                                                   
|Other income:                                                       |      | 
|Interest income                                                     |      |  |      | 75,443    
|                                                                   
|Earnings before income taxes                                        |      |  |      | 1,228,177 
|Provision for income taxes (Note 4)                                 |      |  |      | 424,196   
|                                                                   
|Net earnings                                                        |      |  | $    | 803,981   
|                                                                   
|Net earnings per share (Note 10):                                   |      | 
|Basic                                                               |      |  | $    | .11       
|Diluted                                                             |      |  | $    | .11       
|                                                                   
|Weighted average number of shares of common stock outstanding:      |      | 
|Basic                                                               |      |  |      | 7,026,950 
|Diluted                                                             |      |  |      | 7,031,710 
|                                                                   

See accompanying summary of accounting
policies and notes to consolidated financial statements.

20



---

DRYCLEAN USA, Inc. and
Subsidiaries

Consolidated Statements
of Shareholders' Equity

|                                       | Common Stock | Additional
Paid-in | Treasury Stock | Retained |              
|-------------------------------------- | ------------ | ------------------ | -------------- | -------- | -------------
|
|Balance at June 30, 2004               | 7,045,500    | $176,138           | $2,066,120     | 31,050   | $     (3,020)
|Stock options exercised                | 10,000       | 250                | 9,750          | -        | -            
|Tax benefit from stock option exercise | -            | -                  | 5,893          | -        | -            
|Dividends paid                         | -            | -                  | -              | -        | -            
|Net earnings                           | -            | -                  | -              | -        | -            
|                                       |              |                    |                |          |              
|Balance at June 30, 2005               | 7,055,500    | 176,388            | 2,081,763      | 31,050   | (3,020)      
|Stock options exercised                | 10,000       | 250                | 8,813          | -        | -            
|Tax benefit from stock option exercise | -            | -                  | 4,493          | -        | -            
|Dividends paid                         | -            | -                  | -              | -        | -            
|Net earnings                           | -            | -                  | -              | -        | -            
|                                       |              |                    |                |          |              
|Balance at June 30, 2006               | 7,065,500    | $176,638           | $2,095,069     | 31,050   | $     (3,020)
|                                       |              |                    |                |          |              

See accompanying summary of
accounting policies and notes to consolidated financial statements.

21



---

DRYCLEAN USA, Inc. and
Subsidiaries

Consolidated Statements
of Cash Flows

|Years ended June 30,                                 | 2006 |  | 2005 |          
|---------------------------------------------------- | ---- |  | ---- | ---------
|Operating activities:                                |      |  |      |          
|Net income                                           |      |  | $    | 803,981  
|Adjustments to reconcile net income to net cash      |      | 
|provided by operating activities:                    |      | 
|Depreciation and amortization                        |      |  |      | 142,453  
|Bad debt expense                                     |      |  |      | 36,731   
|Provision (benefit) for deferred income taxes        |      |  |      | (61,306  
|(Increase) decrease in operating assets:             |      | 
|Accounts, trade notes and lease receivables          |      |  |      | 193,943  
|Inventories                                          |      |  |      | 98,852   
|Other current assets                                 |      |  |      | (134,145 
|Increase (decrease) in operating liabilities:        |      | 
|Accounts payable and accrued expenses                |      |  |      | 192,609  
|Accrued employee expenses                            |      |  |      | 295,693  
|Unearned income                                      |      |  |      | (82,775  
|Customer deposits                                    |      |  |      | 521,542  
|Income taxes payable                                 |      |  |      | 74,884   
|                                                    
|Net cash provided by operating activities            |      |  |      | 2,082,462
|                                                    
|Investing activities:                                |      | 
|Payments received on note receivable                 |      |  |      | 67,857   
|Capital expenditures                                 |      |  |      | (71,131  
|Patent expenditures                                  |      |  |      | (1,308   
|                                                    
|Net cash (used) provided by investing activities     |      |  |      | (4,582   
|                                                    
|Financing activities:                                |      | 
|Proceeds from exercise of stock options              |      |  |      | 9,063    
|Dividends paid                                       |      |  |      | (562,356 
|                                                    
|Net cash used in financing activities                |      |  |      | (553,293 
|                                                    
|Net increase (decrease) in cash and cash equivalents |      |  |      | 1,524,587
|Cash and cash equivalents at beginning of year       |      |  |      | 1,582,116
|                                                    
|Cash and cash equivalents at end of year             |      |  | $    | 3,106,703
|                                                    
|Supplemental Information:                            |      | 
|Cash paid for:                                       |      | 
|Income taxes                                         |      |  | $    | 385,444  
|                                                    

See accompanying summary of accounting
policies and notes to consolidated financial statements.

22



---

DRYCLEAN USA, Inc. and
Subsidiaries Summary of Accounting
Policies

|Nature of
Business | DRYCLEAN USA, Inc. and subsidiaries (collectively, the Company)
sell commercial and industrial laundry and dry cleaning equipment, boilers and
replacement parts; sell individual and area franchises under the DRYCLEAN USA name; and
act as a business broker in connection with the purchase and sale of retail dry cleaning
stores and coin laundries.
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company primarily sells to customers located in the United States, the Caribbean and Latin
America.
| | -------------------------------------------------------------------------------------------------------

|Principles
 of Consolidation | The accompanying consolidated financial statements include the
accounts of DRYCLEAN USA, Inc. and its wholly-owned subsidiaries. Intercompany
transactions and balances have been eliminated in consolidation.
|---------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Revenue Recognition | Sales of products are generally shipped FOB origin and revenue is
recorded as they are shipped. Shipping, delivering and handling fee income of
approximately $581,000 and $303,000 for the years ended June 30, 2006 and 2005,
respectively, are included in revenues in the consolidated financial statements.
Shipping, delivering and handling costs are included in cost of sales. Commissions and
development fees are recorded when earned. Individual franchise arrangements include a
license and provide for the payment of initial fees for the granting of the franchise.
Royalty fees are generated for the use of the name DRYCLEAN USA®. Initial franchise
fees are generally recorded upon the opening of the franchise store. Continuing royalty
fees are recorded when earned. Royalty fees recognized in fiscal 2006 and 2005 were
$241,382 and $223,350, respectively.
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Customer
deposits represent primarily amounts received from customers for future delivery of
equipment or services. In January 2005, the Company signed an exclusive license agreement
with Whirlpool Corporation, licensing the use of the Companys patent technology on
home appliances. Whirlpool Corporation paid to the Company $350,000, including $331,100
as a one time up front fee for the exclusive license, and is to pay royalties during the
three year period following the introduction of Whirlpool Corporation manufactured
products using the licensed technology. After this period, Whirlpool Corporation will
retain a non-exclusive license and the Company is free to license its technology to other
manufacturers. Unearned income represents the $331,100 fee for the exclusive license
which is being amortized over 48 months, the life of the contract. At June 30, 2006,
$206,937 remained to be amortized.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Accounts
and Trade Notes Receivable | Accounts and trade notes receivable are customer
obligations due under normal trade terms. The Company sells its products primarily to
independent drycleaning  and
laundry plants. The non-trade note receivable at June 30, 2005 represents the amount due
from the sale of the telecommunications segment as further discussed in Note 13. As of
November 2005, the non-trade note receivable was fully paid. The Company performs
continuing credit evaluations of its customers financial condition and, depending on
the terms of credit, the amount of the credit granted and managements history with a
customer, the Company may require the customer to grant a security interest in the
purchased equipment
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23



---

DRYCLEAN USA, Inc. and
Subsidiaries Summary of Accounting
Policies

| | as
collateral for the receivable. Senior management reviews accounts and notes receivable on
a regular basis to determine if any such amounts will potentially be uncollectible. The
Company includes any balances that are determined to be uncollectible, along with a
general reserve, in its overall allowance for doubtful accounts. After all attempts to
collect a receivable have failed, the receivable is written off. Based on the information
available, management believes the Companys allowance for doubtful accounts as of
June 30, 2006 and 2005 is adequate. However, actual write-offs might exceed the recorded
allowance.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Inventories | Inventories
consist principally of equipment and spare parts. Equipment is valued at the lower of
cost, determined on the specific identification method, or market. Spare parts are valued
at the lower of average cost or market.
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Equipment,
Improvements and Depreciation | Property and equipment are stated at cost. Depreciation and
amortization are calculated on accelerated and straight-line methods
over lives of five to seven years
for furniture and equipment and the lesser of ten years or the life of the lease for
leasehold improvements for both financial reporting and income tax purposes, except that
leasehold improvements are amortized over 31 years for income tax purposes. Repairs and
maintenance costs are expensed as incurred.
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Asset
 Impairments | The Company accounts for long-lived assets in accordance with the
provisions of the Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standard (SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. This statement requires that
long-lived assets and certain identifiable intangibles be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or fair value less estimated costs to sell. The Company has
provided $100,279 and $40,000 for the years ended June 30, 2006 and 2005, respectively,
against slow moving inventory.
|------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Income
 Taxes | The Company utilizes the asset and liability method wherein deferred
taxes are recognized for differences between consolidated financial statement and income
tax bases of assets and liabilities.
|------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Cash
 Equivalents | Cash equivalents include all highly liquid investments with
original maturities of three months or less.
|----------------- | --------------------------------------------------------------------------------------------------------

|Estimates | The
preparation of consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the consolidated financial statements
and
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24



---

DRYCLEAN USA, Inc. and
Subsidiaries Summary of Accounting
Policies

| | the
reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
| | ----------------------------------------------------------------------------------------------------------------------------

|Stock
 Based Compensation | The Companys 2000 Stock Option Plan and 1994
Non-Employee Director Stock Option Plan are the Companys only stock-based
compensation plans. The 2000 Stock Option Plan authorizes the grant (until May 2, 2010)
of options to purchase up to 500,000 shares of the Companys common stock to
employees, directors and consultants, of which no options were outstanding on June 30,
2006 and 2005. The 1994 Non-Employee Director Stock Option Plan terminated as to future
grants on August 23, 2004, but options to purchase 20,000 shares remain outstanding
thereunder.
|------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Effective
January 1, 2006, the Company adopted SFAS No. 123 (revised), Share-Based
Payment (SFAS 123(R)), utilizing the modified prospective approach.
Prior to the adoption of SFAS 123(R), the Company accounted for stock option grants under
the recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations, and, accordingly, recognized
no compensation expense for stock option grants in net income.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
the modified prospective approach, SFAS 123(R) applies to new grants and to grants that
were outstanding on December 31, 2005 to the extent not yet vested. Since no new options
were granted during the years ended June 30, 2006 and all outstanding options were fully
vested at December 31, 2005, no compensation cost for share-based payments was recognized
under SFAS 123(R) during the years ended June 30, 2006 and 2005. Prior periods are not
required to be restated to reflect the impact of adopting the new standard. No
compensation cost would have been recognized under the provisions of SFAS 123(R) had SFAS
123(R) been in effect as to the Company during any of the periods reported in this Report.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Earnings
 Per Share | Basic earnings per share are computed on the basis of the weighted
average number of common shares outstanding during each year. Diluted earnings per share
are computed on the basis of the weighted average number of common shares and dilutive
securities outstanding during each year. Securities having an anti-dilutive effect on
earnings per share are excluded from the calculations.
|------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Advertising Costs | The Company expenses the cost of advertising as of the first date the
advertisement is run. The Company expensed approximately $132,000 and $145,000 of
advertising costs for the years ended June 30, 2006 and 2005, respectively.
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Fair Value of Financial Instruments | The Companys financial instruments consist principally of
cash and cash equivalents, accounts and trade notes receivable, lease
receivables, notes receivable,
accounts payable and accrued expenses. Due to their relatively short-term nature or
variable rates, the carrying amounts of such financial instruments, as reflected in the
accompanying consolidated balance sheets, approximate their estimated fair value. Their
estimated fair value is not necessarily indicative of the amounts the Company could
realize in a current market exchange or of future earnings or cash flows.
|----------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25



---

DRYCLEAN USA, Inc. and
Subsidiaries Summary of Accounting
Policies

|Customer Deposits | Customer deposits represent advances paid by certain customers when
placing orders for equipment with the Company. These deposits are generally
non-refundable.
|----------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|Franchise License, Trademark and
Other Intangible Assets | Franchise license, trademark, and other intangible assets are
stated at cost less accumulated amortization. These assets
are amortized on a straight-line basis over
the estimated future periods to be benefited (10-15 years). Patents are amortized over the
shorter of the patents useful life or legal life from the date such patent is
granted. The Company reviews the recoverability of intangible assets based primarily upon
an analysis of undiscounted cash flows expected to be generated from the acquired assets.
In the event the expected future net cash flows should become less than the carrying
amount of the assets, an impairment loss will be recorded in the period such determination
is made, based on the fair value of the related assets.
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|New  Accounting Pronouncements | In December 2004, the FASB issued SFAS 123(R) which
requires compensation costs related to share-based payment transactions to be recognized
in the financial statements. With limited exceptions, the amount of compensation cost
will be measured based on the grant-date fair value of the equity or liability
instruments issued. In addition, liability awards will be re-measured each reporting
period. Compensation cost will be recognized over the period that an employee provides
service in exchange for the award. SFAS 123(R) replaces FASB 123, Accounting for
Stock-Based Compensationand supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees.This guidance is effective as of the first interim or
annual reporting period beginning after December 15, 2005 for Small Business filers such
as the Company. SFAS 123(R) does not affect the Company at the present time but may
affect share-based compensation in the future.
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
December 2004, the FASB issued FASB Statement No.151, Inventory Costs, which
clarifies the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Under this Statement, such items will be recognized
as current-period charges. In addition, the Statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity of the
production facilities. This Statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005 and must be applied prospectively. Adoption of
this statement did not affect the Companys financial position or results of
operations because the Company does not manufacture inventory.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
December 2004, the FASB issued FASB Statement No. 153, Exchanges of Nonmonetary
Assets, which amends APB Opinion No. 29, Accounting for Nonmonetary
Transactions. The amendments made by Statement 153 are based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for nonmonetary
exchanges of similar productive assets and replace it with a broader exception
for exchanges of nonmonetary assets that do not have commercial substance.
Previously, Opinion 29 required that the
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26



---

DRYCLEAN USA, Inc. and
Subsidiaries Summary of Accounting
Policies

| | accounting for an exchange of a productive asset
for a similar productive asset or an equivalent interest in the same or similar productive
asset should be based on the recorded amount of the asset relinquished. The provisions in
Statement 153 are effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. Adoption of this pronouncement did not materially affect
the Companys financial position or results of operations.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
May 2005, the FASB issued FASB Statement No. 154, Accounting Changes and Error
Corrections  A Replacement of APB No. 20 and FASB Statement No. 3. Among other
changes, Statement 154 requires that a voluntary change in accounting principle be applied
retrospectively with all prior period financial statements presented on the new accounting
principle, unless it is impracticable to do so. Statement 154 also provides that (1) a
change in method of depreciating or amortizing a long-lived nonfinancial asset be
accounted for as a change in estimate (prospectively) that was effected by a change in
accounting principle, and (2) correction of errors in previously issued financial
statements should be termed a restatement. The new standard is effective for
accounting changes and correction of errors made in fiscal years beginning after December
15, 2005. Adoption of this pronouncement did not affect the Company.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Reclassification | Certain
items in the 2005 consolidated financial statements have been reclassified to conform to
the 2006 presentation.
|---------------- | -----------------------------------------------------------------------------------------------------------------------

27



---

DRYCLEAN USA, Inc. and
Subsidiaries Notes to Consolidated
Financial Statements

|1.
    Intangible Assets | Franchise license, trademarks and other
intangible assets                consist of the following:
|------------------------ | --------------------------------------------------------------------------------------------------

| |                               | Estimated
Useful Lives
(in years) | June 30,
2006 | June 30,
2005
| | ----------------------------- | --------------------------------- | ------------- | -------------
| | Franchise license agreements  | 10                                | $ 529,500     | $529,500     
| | Trademarks, patents and      
| | Tradenames                    | 10-15                             | 211,779       | 210,417      
| |                              
| |                               |                                   | 741,279       | 739,917      
| | Less accumulated amortization |                                   | (432,805)     | (366,138)    
| |                              
| |                               |                                   | $308,474      | $373,779     
| |                              

| | Amortization
expense amounted to $66,613 in fiscal 2006 and $64,444 in fiscal 2005.
| | -----------------------------------------------------------------------------------

|2.
    Lease Receivables | Lease receivables result from customer leases
of equipment                under arrangements which qualify as sales-type leases. There
were no outstanding                lease receivables at June 30, 2006. At June 30, 2005,
future lease payments, net                of deferred interest of $312 due under these
leases amounted to $14,995.
|------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.
    Equipment and Improvements | Major classes of equipment and
improvements                consist of the following:
|--------------------------------- | ------------------------------------------------------------------------------------

| | June 30, | 2006                              | 2005
| | -------- | --------------------------------- | ----
| |          | Furniture and equipment           |     
| |          | Leasehold improvements            |     
| |         
| |          |                                   |     
| |          | Less accumulated depreciation and |     
| |          | amortization                      |     
| |         
| |          |                                   |     
| |         

| | Depreciation
and amortization of equipment and improvements amounted to $75,840 and $54,798 for the
years ended June 30, 2006 and 2005, respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

28



---

DRYCLEAN USA, Inc. and
Subsidiaries Notes to Consolidated
Financial Statements

|4.     Income
          Taxes | The following are the components of income taxes (benefit):
|----------------------------- | -----------------------------------------------------------

| | Years ended June 30, | 2006     | 2005
| | -------------------- | -------- | ----
| |                      | Current  |     
| |                      | Federal  |     
| |                      | State    |     
| |                     
| |                      |          |     
| |                     
| |                      | Deferred |     
| |                      | Federal  |     
| |                      | State    |     
| |                     
| |                      |          |     
| |                     
| |                      |          |     
| |                     

| | The
 reconciliation of income tax expense computed at the Federal statutory tax rate of 34%
to income                                   taxes (benefit) is as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Years ended June 30, | 2006                                       | 2005
| | -------------------- | ------------------------------------------ | ----
| |                      | Tax at the statutory rate                  |     
| |                      | State income taxes, net of federal benefit |     
| |                      | Other                                      |     
| |                      |                                           
| |                      |                                            |     
| |                      |                                           

| | Deferred
income taxes reflect the net tax effect of temporary differences between the bases of
assets and liabilities for financial reporting purposes and the bases used for income tax
purposes. Significant components of the Companys current and noncurrent deferred tax
assets and liabilities are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Years ended June 30, | 2006                                              | 2005
| | -------------------- | ------------------------------------------------- | ----
| |                      | Current deferred tax asset:                       |     
| |                      | Allowance for doubtful accounts                   |     
| |                      | Inventory capitalization                          |     
| |                      | Other                                             |     
| |                      |                                                  
| |                      |                                                   |     
| |                      |                                                  
| |                      | Noncurrent deferred tax asset (liability):        |     
| |                      | Equipment and improvements                        |     
| |                      | Franchise, trademarks and other intangible assets |     
| |                      |                                                  
| |                      |                                                   |     
| |                      |                                                  
| |                      | Total net deferred income tax asset               |     
| |                      |                                                  

29



---

DRYCLEAN USA, Inc. and
Subsidiaries Notes to Consolidated
Financial Statements

|5.    Credit
Agreement and         Term Loan | The Company is a party to a bank loan agreement
               which provides the Company with a revolving credit facility of
               $2,250,000, including a $1,000,000 letter of credit subfacility
and $250,000 foreign exchange subfacility. On October 28, 2004, the Loan Agreement was
amended to eliminate the borrowing base restriction under the revolving credit facility,
thereby enabling the Company to borrow up to the full $2,250,000 amount available under
the facility regardless of the Companys levels of accounts receivable and
inventories. On October 30, 2005, the Loan Agreement was amended to eliminate the
requirement that 51% of the common stock of the Company be owned by the Steiner family or
any Steiner Trust. Borrowings under the revolving credit facility bear interest at 2.50%
per annum above the Adjusted LIBOR Market Index Rate, are guaranteed by all of the
Companys subsidiaries and are collateralized by substantially all of the
Companys and its subsidiaries assets. The revolving credit facility matures
October 30, 2006. At June 30, 2006 and 2005, there were no outstanding borrowings, letters
of credit or foreign exchange contracts outstanding under the line of credit. The loan
agreement requires maintenance of certain debt service coverage and leverage ratios and
contains other restrictive covenants, including limitations on the extent to which the
Company and its subsidiaries may incur additional indebtedness, pay dividends, guarantee
indebtedness of others, grant liens, sell assets and make investments.
|-------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6.
     Related Party Transactions | The Company leases warehouse and
office space                from William Steiner, a principal shareholder of the Company
under an operating                lease. Annual rental expense under this lease was
$90,700 in fiscal 2006 and                $83,200 in fiscal 2005.
|---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company and the shareholder entered into a new lease for this facility on September 9,
2005 for a three-year period beginning November 1, 2005 at an annual rental of $94,500,
with annual increases commencing November 1, 2006 of 3% over the rent in the prior year.
The Company is to bear real estate taxes, utilities, maintenance, non-structural repairs
and insurance. The new lease contains two three-year renewal options in favor of the
Company. The Company believes that the terms of the lease are comparable to terms that
would be obtained from an unaffiliated third party for similar property in a similar
locale.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
fiscal 2006, the Company paid a law firm, in which a director is of counsel, $45,300 for
legal services performed. In fiscal 2005, the Company paid that law firm and another law
firm in which the director at the time was of counsel an aggregate of $81,500 for legal
services performed.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7.
    Concentrations of Credit Risk | The Company places its excess cash
in                overnight deposits with a large national bank. Concentration of credit
risk with                respect to trade and lease receivables is limited due to a large
customer base.                Based on the Companys credit evaluation, trade
receivables may be                collateralized by the equipment sold.
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

30



---

DRYCLEAN USA, Inc. and
Subsidiaries Notes to Consolidated
Financial Statements

|8.
    Commitments | In addition to the warehouse and office space leased
from a                principal shareholder (see Note 6), the Company leases two
additional office and                warehouse facilities from unrelated third parties
under operating leases                expiring in March and December 2008, respectively.
As of June 30, 2006, the                Company is also obligated under two leases for
future dry cleaning stores that                aggregate $98,000 in annual base rent per
year for the next five years. The                Company anticipates assigning the latter
two leases to dry cleaning franchisees                or other customers when the leased
facilities are available for occupancy.
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Minimum
future rental commitments for leases in effect at June 30, 2006 approximates the
following:
| | ---------------------------------------------------------------------------------------------------

| | Years ending June 30, |         
| | --------------------- | --------
| | 2007                  | $211,600
| | 2008                  | 259,700 
| | 2009                  | 150,900 
| | 2010                  | 98,000  
| | 2011                  | 98,000  
| | Thereafter            | 53,100  
| |                      
| | Total                 | $871,300
| |                      

| | Rent
expense aggregated $169,278 and $158,044 for the years ended June 30, 2006 and 2005,
respectively.
| | -------------------------------------------------------------------------------------------------------

| | As
of June 30, 2006, the Company had no outstanding letters of credit.
| | ----------------------------------------------------------------------

| | The
Company, through its manufacturers, provides parts warranties for products sold. These
warranties are the responsibility of the manufacturer. As such, warranty related expenses
are insignificant to the consolidated financial statements.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9.    Deferred Compensation Plan | The
Company has a participatory deferred compensation plan                wherein it matches
employee contributions up to 1% of                an eligible
employees yearly compensation.
|-------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Employees
are eligible to participate in the plan after one year of service. The Company contributed
approximately $9,700 and $7,000 to the Plan during fiscal 2006 and fiscal 2005,
respectively. The plan is tax deferred under Section 401(k) of the Internal Revenue Code.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

31



---

DRYCLEAN USA, Inc. and
Subsidiaries Notes to Consolidated
Financial Statements

|10.    Earnings
Per Share | The following reconciles the components of the           earnings per share
computation:
|------------------------- | ----------------------------------------------------------------------------------------

| | Year ended June 30, 2006      
| | ------------------------------
|
| | Net earnings                  
| |                               
| | Effect of dilutive securities:
| | Stock options                 
| |                               
| |                               
| |                               
| | Year ended June 30, 2005      
| |                               
| | Net earnings                  
| |                               
| | Effect of dilutive securities:
| | Stock options                 
| |                               
| |                               
| |                               

| | There
were no options excluded in the computations of earnings per share in fiscal 2006 and
2005.
| | -------------------------------------------------------------------------------------------------

|11.    Dividends | The
following table sets forth information concerning the cash                dividends
declared by the Companys Board of Directors during the periods
               covered by this Report.
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Declaration Date   | Record Date      | Payment Date     | Per Share Amount
| | ------------------ | ---------------- | ---------------- | ----------------
| | March 31, 2006     | April 14, 2006   | May 1, 2006      | $.04            
| |                   
| | September 23, 2005 | October 14, 2005 | November 1, 2005 | $.04            
| |                   
| | March 23, 2005     | April 15, 2005   | May 2, 2005      | $.035           
| |                   
| | September 27, 2004 | October 15, 2004 | November 1, 2004 | $.06            

| | Beginning
with the dividend declared on March 23, 2005, the Company changed from an annual to a
semi-annual dividend schedule.
| | ------------------------------------------------------------------------------------------------------------------------------

| | On September 26, 2006, the Board of Directors declared a $.04 per share semi-annual
 dividend (or an aggregate of $281,378) payable on November 1, 2006 to shareholders of record
on October 13, 2006.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12. Stock
Options | The Companys 2000 Stock Option Plan authorizes the                grant
(until May 2, 2010) of options to purchase up to 500,000 shares of the
               Companys common stock to employees, directors and consultants. The
Company                also has a 1994 Non-Employee Director Stock Option Plan which
terminated as to                future grants on August 23, 2004, but under which options
to purchase 20,000                shares remain outstanding.
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pursuant
to the Companys 2000 Stock Option Plan, the Company may grant incentive stock
options and nonqualified stock options. Options under the 2000 Stock Option Plan must be
granted at an exercise price of at least
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

32



---

DRYCLEAN USA, Inc. and
Subsidiaries Notes to Consolidated
Financial Statements

| | 100% of the market value of the Companys
common stock on the date of grant, may have a maximum term of 10 years and are not
transferable. However, incentive stock options granted to an individual owning more than
10% of the total combined voting power of all classes of stock issued by
the Company must have an exercise price of at least 110% of the fair market value of the
Companys common stock on the date of the grant and may not have a term of more than
five years. Incentive stock options granted under the 2000 Stock Option Plan are subject
to the limitation that the aggregate fair market value (determined as of the date of
grant) of those options which may first become exercisable in any calendar year cannot
exceed $100,000.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Generally,
options granted to date have become exercisable, on a cumulative basis, as to one-fourth
of the shares covered thereby on each of the first four anniversaries of grant.
Generally, options terminate three months following termination of service (except
generally one year in the case of termination of service by reason of death or
disability). Options granted under the plans also terminate upon a merger in which the
Company is not the surviving corporation or in which shareholders before the merger cease
to own at least 50% of the combined voting power in the elections of directors of the
surviving corporation, the sale of substantially all of the Companys assets or the
liquidation or dissolution of the Company, unless another provision is made by the board
of directors.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Options
under the 1994 Non-Employee Director Stock Option Plan have a term of 10 years, are not
transferable and are exercisable at a price equal to 100% of the market value of the
Companys common stock on the date of grant. Options under this plan are exercisable
as to one-fourth of the shares covered thereby on each of the first four anniversaries of
grant. Vesting accelerates upon a change of control of the Company (as defined in the
Plan). Options terminate three months following termination of service (except one year
in the case of termination of service by reason of death or disability).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
April 2006 and August 2004, two directors each exercised options under the 1994
Non-Employee Director Stock Option Plan to purchase 10,000 shares of the Companys
common stock at exercise prices of $.91 and $1.00 per share, respectively.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
summary of options under the Companys stock option plans as of June 30, 2006, and
changes during the year then ended is presented below:
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | Year Ended June 30, 2006                       |          |            
| | ---------------------------------------------- | -------- | -----------
|
| | Outstanding at beginning of year               | 30,000   | $     1.27 
| | Granted                                        | -        | -          
| | Exercised                                      | (10,000) | $       .91
| | Expired                                        | -        | -          
| |                                               
| | Outstanding at end of year                     | 20,000   | $     1.45 
| | Options exercisable at year-end                | 20,000   | $     1.45 
| | Options available for future grant at year-end | 500,000 
| |                                               

33



---

DRYCLEAN USA, Inc. and
Subsidiaries Notes to Consolidated
Financial Statements

| |                                 
| | --------------------------------
|
|
| | Outstanding at beginning of year
| | Granted                         
| | Exercised                       
| | Expired                         
| |                                 
| | Outstanding at end of year      
| |                                 
| | Options exercisable at year-end 
| |                                 

| | The
following table summarizes information about outstanding stock options at June 30, 2006:
| | --------------------------------------------------------------------------------------------

| | Exercise
Prices | Number
Outstanding
at 6/30/06 | Remaining
Contractual
Life | Exercise
Prices | Number
Exercisable
at 6/30/06 | Exercise
Price
| | --------------- | ----------------------------- | -------------------------- | --------------- | ----------------------------- | --------------
| | $       .91     | 10,000                        | 2.3 years                  | $       .91     | 10,000                        | $       .91   
| | $     2.00      | 10,000                        | 2.9 years                  | $     2.00      | 10,000                        | $     2.00    
| |                

|13.    Note
Receivable | On July 31, 2002, the Company sold substantially all of                the
operating assets (principally inventory, equipment and intangible assets) of
               its Metro-Tel segment, which was engaged in the manufacture and sale of
               telephone test equipment. The purchase price was $800,000 which was
payable                $250,000 in cash and a $550,000 promissory note, bearing interest
at prime + 1%,                (7.25% at June 30, 2005) and payable monthly over 42 months
commencing October                1, 2002. The promissory note is guaranteed by certain
companies affiliated with                the purchaser and the purchasers and the
affiliates principal                shareholders and is collateralized by the
operating assets of the purchaser and                the affiliated companies. The
Company has agreed to subordinate payment of the                promissory note,
obligations of the affiliated companies of the purchaser under                their
guarantees and the collateral granted by the purchaser and the affiliated
               companies to the obligations of the purchaser and the affiliated companies
to                two bank lenders. The purchaser prepaid $50,000 of the note in 2003.
The note                was fully paid in November 2005.
|---------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14.    Segment
Information | The Companys reportable segments are strategic
               businesses that offer different products and services. They are managed
               separately because each business requires different technology and
marketing                strategies.

Steiner-Atlantic
Corp., Steiner-Atlantic Brokerage Corp. and                DRYCLEAN USA Development
Corp., wholly-owned subsidiaries of the Company,                comprise the commercial
and industrial laundry and dry cleaning equipment                segment.
Steiner-Atlantic Corp. is a supplier of dry cleaning equipment,                industrial
laundry equipment and steam boilers to customers in the United                States, the
Caribbean and Latin American markets. Steiner-Atlantic Brokerage                Corp.
acts as a business broker to assist others seeking to buy or sell existing
               dry cleaning and coin laundry businesses. DRYCLEAN USA Development Corp.
               develops turn-key dry cleaning establishments for resale to third parties.
|-------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34



---

DRYCLEAN USA, Inc. and
Subsidiaries Notes to Consolidated
Financial Statements

| | DRYCLEAN
USA License Corp. comprises the license and franchise operations                segment.
| | -------------------------------------------------------------------------------------------------

| | The
Company primarily evaluates the operating performance of its segments based on the
categories noted in the table below. The Company has no sales between segments.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Financial
information for the Companys business segments is as follows:
| | ------------------------------------------------------------------------

| | Year ended June 30, | 2006                                                         | 2005
| | ------------------- | ------------------------------------------------------------ | ----
| |                     | Revenues:                                                    |     
| |                     | Commercial and industrial laundry and dry cleaning equipment |     
| |                     | License and franchise operations                             |     
| |                    
| |                     | Total revenues                                               |     
| |                    
| |                     | Operating income (loss):                                     |     
| |                     | Commercial and industrial laundry and dry cleaning equipment |     
| |                     | License and franchise operations                             |     
| |                     | Corporate                                                    |     
| |                    
| |                     | Total operating income                                       |     
| |                    
| |                     | Identifiable assets:                                         |     
| |                     | Commercial and industrial laundry and dry cleaning equipment |     
| |                     | License and franchise operations                             |     
| |                     | Corporate                                                    |     
| |                    
| |                     | Total assets                                                 |     
| |                    

| | For
the years ended June 30, 2006 and 2005, export revenues, principally to the Caribbean and
Latin America, aggregated approximately $2,739,000 and $2,973,000, respectively, of which
approximately $2,533,000 and $2,833,000, respectively, related to the commercial and
industrial laundry and dry cleaning equipment segment. All such sales are denominated in
U.S. Dollars and, accordingly, the Company is not exposed to risks of foreign currency
fluctuations as a result of such sales.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | One
customer accounted for approximately 17% of the Companys revenues in fiscal
2006. No customers accounted for more than 10% of the Companys revenue in fiscal
2005.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

35



---

|Item 8. |  | Changes
In and Disagreements With Accountants on  Accounting and Financial Disclosure.
|------- |  | --------------------------------------------------------------------------------------

Not
applicable.

|Item 8A. |  | Controls
and Procedures.
|-------- |  | ------------------------

As
of the end of the period covered by this report, management of the Company, with the
participation of the Companys principal executive officer and the Companys
principal financial officer, evaluated the effectiveness of the Companys
disclosure controls and procedures, as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934. Based on that evaluation, these officers concluded that,
as of the date of their evaluation, the Companys disclosure controls and procedures
were effective to provide reasonable assurance that information required to be disclosed
in the Companys periodic filings under the Securities Exchange Act of 1934 is
accumulated and communicated to the Companys management, including those officers,
to allow timely decisions regarding required disclosure. It should be noted that a control
system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that it will detect or uncover failures within the company to disclose
material information otherwise required to be set forth in the companys periodic
reports.

During
the period covered by this Report, there were no changes in the Companys internal
control over financial reporting that have materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting.

|Item 8B. |  | Other
Information.
|-------- |  | ------------------

None.

# PART III

|Item 9. |  | Directors,
Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act.
|------- |  | ----------------------------------------------------------------------------------------------------------------

# 

The
following information is presented with respect to the background of each of the directors
and executive officers of the Company:

Michael
S. Steiner, 50, has been President, Chief Executive Officer and a director of the Company
since November 1998 and of Steiner since 1988.

William
K. Steiner, 76, has been a director of the Company since November 1998 and Chairman of the
Board of Steiner since he founded Steiner in 1960.

Venerando
J. Indelicato, 73, was President of the Company from December 1967 until November 1998 and
has been Treasurer and Chief Financial Officer of the Company since December 1969.

Alan
I. Greenstein, 50, has been Executive Vice President and Chief Operating Officer of
Steiner since May 2004. From October 1995 until it was sold in 2000, he was President and
principal stockholder of Professional Cleaners, Inc., an operator of a south Florida chain
of drycleaning and laundry stores. From February 2001 to September 2004, Mr. Greenstein
was Vice President and a principal shareholder of South Florida Transport, Inc., a south
Florida thrifty Car rental franchise. In October 2004, South Florida Transport, Inc. filed
for Chapter 11 Bankruptcy, which subsequently converted to Chapter 7 liquidation. Mr.
Greenstein believes the heavy losses from the hurricanes that hit Florida in the summer

36



---

of 2004 were the cause for South
Florida Transport, Inc.s financial problems. Since he joined Steiner, Mr.
Greenstein has been a full time employee of Steiner.

Lloyd
Frank, 81, has been a director of the Company since 1977. Mr. Frank has been of counsel to
the law firm of Troutman Sanders LLP since April 2005. Prior thereto, Mr. Frank was a
member of the law firm of Jenkens & Gilchrist Parker Chapin LLP and its predecessor
from 1977 until the end of 2003 and of counsel to that firm from January 2004 until March
2005. The Company retained Troutman Sanders LLP during the Companys last fiscal year
and is retaining that firm during the Companys current fiscal year. Mr. Frank is
also a director of Park Electrochemical Corp. and Volt Information Sciences, Inc.

David
Blyer, 46, has served as a director of the Company since November 1998. Mr. Blyer was
Chief Executive Officer and President of Vento Software, a developer of software for
specialized business applications, from 1994, when he co-founded that company, until
mid-2002. Since that time, Mr. Blyer has been an independent consultant.

Alan
M. Grunspan, 46, has served as a director of the Company since May 1999. Since 2004, Mr.
Grunspan has been a member of the law firm of Carlton Fields, PA. Prior thereto, Mr.
Grunspan was a member of the law firm of Kaufman Dickstein & Grunspan P. A. from 1991
until2004.

Stuart
Wagner, 74, has served as a director of the Company since November 1998. Mr. Wagner has
been retired since 1999. From 1975 to 1997, Mr. Wagner served as President of Wagner
Products Corp., a manufacturer and distributor of products in the HVAC industry, a company
which he founded, and served as a consultant to Diversified Corp., which acquired Wagner
Products Corp., from 1997 until 1999 .

Mr. Michael
S. Steiner is the son of Mr. William K. Steiner. There are no other           family
relationships among any of the directors and executive officers of the           Company.
All directors serve until the next annual meeting of stockholders and           until the
election and qualification of their respective successors. All           officers serve
at the pleasure of the Board of Directors.

The
balance of the information called for by this Item will be contained in the Companys
definitive Proxy Statement with respect to the Companys 2006 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of
1934, and is incorporated herein by reference to such information.

|Item 10. |  | Executive Compensation.
|-------- |  | -----------------------

The
information called for by this Item will be contained in the Companys definitive
Proxy Statement with respect to the Companys 2006 Annual Meeting of Stockholders to
be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, and is
incorporated herein by reference to such information.

37



---

|Item 11. |  | Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- |  | -----------------------------------------------------------------------------------------------

The
following table sets forth certain information, as at June 30, 2006, with respect to the
Companys equity compensation plans:

|Plan Category                                              | Number of securities to
be issued upon exercise
of outstanding options,warrants and rights | Weighted-average
exercise price of
outstanding options,warrants and rights | Number of securities remaining available for
future issuance
under equity compensation
plans
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     |                                                                                            | 20,000                                                                     | (a)                                                                                         
|Equity compensation plans not approved by security holders |                                                                                            | 0                                                                          |                                                                                             
|                                                           |                                                                                           
|Total                                                      |                                                                                            | 20,000                                                                     |                                                                                             
|                                                           |                                                                                           

|(a) |  | All
options were granted under the Companys 1994 Non-Employee Director
                    Stock Option Plan under which no future options may be granted.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Represents
shares available for future grant under the Companys 2000 Stock
                    Option Plan (the 2000 Plan), which permits the grant of
options to                     employees and directors of, and consultants to, the
Company. Upon the                     expiration, cancellation or termination of
unexercised options, shares subject                     to options under the 2000 Plan
will again be available for the grant of options                     under the 2000 Plan.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
balance of the information called for by this Item will be contained in the Companys
definitive Proxy Statement with respect to the Companys 2006 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of
1934, and is incorporated herein by reference to such information.

|Item 12. |  | Certain
Relationships and Related Transactions.
|-------- |  | -----------------------------------------------

The
information called for by this Item will be contained in the Companys definitive
Proxy Statement with respect to the Companys 2006 Annual Meeting of Stockholders to
be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, and is
incorporated herein by reference to such information.

|Item 13. |  | Exhibits.
|-------- |  | ---------

|3(a)(1) | Certificate of Incorporation of the Company, as filed with the Secretary of
               State of the State of Delaware on June 30, 1963. (Exhibit 4.1(a) to the
               Companys Current Report on Form 8-K dated (date of earliest event
               reported) October 29, 1998, File No. 0-9040.)
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(2) | Certificate of Amendment to the Certificate of Incorporation of the
Company, as                filed with the Secretary of State of the State of Delaware on
March 27, 1968.                (Exhibit 4.1(b) to the Companys Current Report on
Form 8-K dated (date of                earliest event reported) October 29, 1998, File
No. 0-9040.)
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

38



---

|3(a)(3) | Certificate of Amendment to the Certificate of Incorporation of the
Company, as                filed with the Secretary of State of the State of Delaware on
November 4, 1983.                (Exhibit 4.1(c) to the Companys Current Report on
Form 8-K dated (date of                earliest event reported) October 29, 1998, File
No. 0-9040.)
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(4) | Certificate of Amendment to the Certificate of Incorporation of the
Company, as                filed with the Secretary of State of the State of Delaware on
November 5, 1986.                (Exhibit 4.1(d) to the Companys Current Report on
Form 8-K dated (date of                earliest event reported) October 29, 1998, File
No. 0-9040.)
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(5) | Certificate of Change of Location of Registered Office and of Agent,
as filed                with the Secretary of State of the State of Delaware on December
31, 1986.                (Exhibit 4.1(e) to the Companys Current Report on Form 8-K
dated (date of                earliest event reported) October 29, 1998, File No.
0-9040.)
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(6) | Certificate of Ownership and Merger of Design Development
Incorporated into the                Company, as filed with the Secretary of State of the
State of Delaware on June                30, 1998. (Exhibit 4.1(f) to the Companys
Current Report on Form 8-K dated                (date of earliest event reported) October
29, 1998, File No. 0-9040.)
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(7) | Certificate of Amendment to the Companys Certificate of
Incorporation as                filed with the Secretary of State of the State of
Delaware on October 30, 1998.                (Exhibit 4.1(g) to the Companys
Current Report on Form 8-K dated (date of                earliest event reported) October
29, 1998, File No. 0-9040.)
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(8) |  | Certificate of Amendment to the Companys Certificate of Incorporation, as
               filed with the Secretary of State of the State of Delaware on November 5, 1999.
               (Exhibit 4.1 to the Companys Quarterly Report on Form 10-QSB for the
               quarter ended September 30, 1999, File No. 0-9040.)
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(b) |  | By-Laws of the Company, as amended. (Exhibit 4.2 to the Companys Quarterly
               Report on Form 10-QSB for the quarter ended September 30, 1999, File No.
               0-9040.)
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(A) |  | Loan and Security Agreement, dated as of December 19, 2001, from the Company in
               favor of First Union National Bank. (Exhibit 4.1(a) to the Companys
               Quarterly Report on Form 10-QSB for the quarter ended December 31, 2001, File
               No. 0-9040).
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(B) |  | Letter agreement dated September 23, 2002 between the Company and First Union
               National Bank (Exhibit 4(a)(1)(B) to the Companys Annual Report on Form
               10-KSB for the year ended June 30, 2002, File No. 0-0904.).
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(C) |  | Letter agreement dated October 11, 2002 between the Company and Wachovia
               (Exhibit 4.01 to the Companys Quarterly Report on Form 10-QSB for the
               quarter ended September 30, 2002, File No. 0-9040).
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(D) |  | Letter agreement dated October 22, 2003 between the Company and First Union
               National Bank (Exhibit 4.01 to the Companys Quarterly Report on Form
               10-QSB for the quarter ended September 30, 2003. File No. 0-9040.)
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(E) |  | Letter agreement, dated October 28, 2004, between the Company and Wachovia Bank,
               National Association, formerly named First Union National Bank, extending the
               Companys revolving credit facility. (Exhibit 4.01 to the Companys
               Current Report on Form 8-K dated (date of earliest event reported) October 28,
               2004, File No. 0-9040.)
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

39



---

|4(a)(1)(F) |  | Letter agreement, dated October 28, 2004, between the Company and Wachovia Bank,
               National Association, formerly named First Union National Bank, eliminating the
               borrowing base restriction on borrowings under the Companys revolving
               credit facility. (Exhibit 4.02 to the Companys Current Report on Form 8-K
               dated (date of earliest event reported) October 28, 2004, File No. 0-9040.)
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(G) |  | Letter, dated as of October 30, 2005, from Wachovia Bank, National Association
               extending the Companys revolving credit facility. (Exhibit 4.01 to the
               Companys Current Report on Form 8-K dated (date of earliest event
               reported) October 31, 2005, File No. 0-9040.)
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(H) |  | Letter, dated as of October 30, 2005, from Wachovia Bank, National Association
               eliminating the event of default that could have been caused by virtue of any
               future reduction in the ownership interest of William Steiner, Michael Steiner
               and/or a Steiner family trust. (Exhibit 4.02 to the Companys Current
               Report on Form 8-K dated (date of earliest event reported) October 31, 2005,
               File No. 0-9040.)
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(2) |  | Revolving Credit Note, dated as of December 19, 2001, from the Company in favor
               of First Union National Bank. (Exhibit 4.1(c) to the Companys Quarterly
               Report on Form 10-QSB for the quarter ended December 31, 2001, File No. 0-9040).
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(3) |  | Guaranty and Security Agreement, dated as of December 19, 2001, from
               Steiner-Atlantic Corp., Steiner-Atlantic Brokerage Company, DRYCLEAN USA
               Development Corp. and DRYCLEAN USA License Corp., subsidiaries of the Company,
               in favor of First Union National Bank. (Exhibit 4.1(d) to the Companys
               Quarterly Report on Form 10-QSB for the quarter ended December 31, 2001, File
               No. 0-9040).
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(a) |  | Commercial lease dated September 9, 2005 between Steiner and William K. Steiner
               with respect to Steiners facilities located at 290 NE 68 Street, 296 NE 67
               Street and 277 NE 67 Street, Miami, Florida. (Exhibit 10(a)(1)(B) to the
               Companys Annual Report on Form 10-KSB for the year ended June 30, 2005,
               File No.  0-9040.)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(b)(1)+ |  | The
Companys 1994 Non-Employee Director Stock Option Plan. (Exhibit A to the Companys
Proxy Statement dated October 14, 1994 used in connection with the Companys 1994
Annual Meeting of Stockholders, File No. 0-9040.)
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(b)(2)+ |  | The
Company's  2000 Stock Option Plan.  (Exhibit 99.1 to the Company's  Registration
 Statement on Form S-8,                            File No. 333-37582.)
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|14 |  | Code
of Ethics for Principal Executive Officer and Senior Financial  Officers.  (Exhibit 14 to
the Company's                            Annual Report on Form 10-KSB for the year ended
June 20, 2004, File No. 0-9040.)
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21 |  | Subsidiaries
 of the Company.  (Exhibit 21 to the Company's  Annual Report on Form 10-KSB for the year
ended                            June 30, 2001, File No. 0-9040.)
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*23 |  | Consent
of Morrison Brown, Argiz & Farra, LLP
|--- |  | ---------------------------------------------

|*31(a) |  | Certification of principal executive officer pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002 promulgated under the Securities Exchange Act of
               1934.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

40



---

|*31(b) |  | Certification of principal financial officer pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002 promulgated under the Securities Exchange Act of
               1934.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*32(a) |  | Certification of Principal Executive Officer pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.
|------ |  | ----------------------------------------------------------------------------------------------------------------------

|*32(b) |  | Certification
of Principal Financial Officer pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.
|------ |  | ----------------------------------------------------------------------------------------------------------------------

_________________

|* |  | Filed
with this Report. All other exhibits are incorporated herein by reference to the filing
indicated in the parenthetical reference following the exhibit description.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ |  | Management
contract or compensatory plan or arrangement.
|- |  | --------------------------------------------------------

|Item 14. |  | Principal
Accountant Fees and Services.
|-------- |  | ---------------------------------------

The
information called for by this Item will be contained in the Companys definitive
Proxy Statement with respect to the Companys 2006 Annual Meeting of Stockholders to
be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, and is
incorporated herein by reference to such information.

41



---

# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

| | DRYCLEAN USA, Inc.
| | ------------------

Dated: September 26, 2006

| |                                      
| | -------------------------------------
| | By: /s/ Michael S. Steiner           
| |                                      
| | Michael S. Steiner                   
| | President and Chief Executive Officer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed
below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|                            |                                                           |                   
|--------------------------- | --------------------------------------------------------- | ------------------
|Signature                   | Capacity                                                  | Date              
|                           
|/s/ Michael S. Steiner      | President, Chief Executive Officer                        | September 26, 2006
|Michael S. Steiner          | (Principal Executive Officer) and Director               
|                           
|/s/ Venerando J. Indelicato | Chief Financial Officer                                   | September 26, 2006
|Venerando J. Indelicato     | (Principal Financial and Accounting Officer) and Director
|                           
|/s/ David Blyer             | Director                                                  | September 26, 2006
|David Blyer                
|                           
|/s/ Lloyd Frank             | Director                                                  | September 26, 2006
|Lloyd Frank                
|                           
|/s/ Alan M. Grunspan        | Director                                                  | September 26, 2006
|Alan M. Grunspan           
|                           
|/s/ William K. Steiner      | Director                                                  | September 26, 2006
|William K. Steiner         
|                           
|/s/ Stuart Wagner           | Director                                                  | September 26, 2006
|Stuart Wagner              

41

---

EXHIBIT INDEX

|Exhibit No. |  | Description
|----------- |  | -----------

|3(a)(1) |  | Certificate of Incorporation of the Company, as filed with the Secretary of
               State of the State of Delaware on June 30, 1963. (Exhibit 4.1(a) to the
               Companys Current Report on Form 8-K dated (date of earliest event
               reported) October 29, 1998, File No. 0-9040.)
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(2) |  | Certificate of Amendment to the Certificate of Incorporation of the Company, as
               filed with the Secretary of State of the State of Delaware on March 27, 1968.
               (Exhibit 4.1(b) to the Companys Current Report on Form 8-K dated (date of
               earliest event reported) October 29, 1998, File No. 0-9040.)
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(3) |  | Certificate of Amendment to the Certificate of Incorporation of the Company, as
               filed with the Secretary of State of the State of Delaware on November 4, 1983.
               (Exhibit 4.1(c) to the Companys Current Report on Form 8-K dated (date of
               earliest event reported) October 29, 1998, File No. 0-9040.)
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(4) |  | Certificate of Amendment to the Certificate of Incorporation of the Company, as
               filed with the Secretary of State of the State of Delaware on November 5, 1986.
               (Exhibit 4.1(d) to the Companys Current Report on Form 8-K dated (date of
               earliest event reported) October 29, 1998, File No. 0-9040.)
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(5) |  | Certificate of Change of Location of Registered Office and of Agent, as filed
               with the Secretary of State of the State of Delaware on December 31, 1986.
               (Exhibit 4.1(e) to the Companys Current Report on Form 8-K dated (date of
               earliest event reported) October 29, 1998, File No. 0-9040.)
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(6) |  | Certificate of Ownership and Merger of Design Development Incorporated into the
               Company, as filed with the Secretary of State of the State of Delaware on June
               30, 1998. (Exhibit 4.1(f) to the Companys Current Report on Form 8-K dated
               (date of earliest event reported) October 29, 1998, File No. 0-9040.)
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(7) |  | Certificate of Amendment to the Companys Certificate of Incorporation as
               filed with the Secretary of State of the State of Delaware on October 30, 1998.
               (Exhibit 4.1(g) to the Companys Current Report on Form 8-K dated (date of
               earliest event reported) October 29, 1998, File No. 0-9040.)
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(a)(8) |  | Certificate of Amendment to the Companys Certificate of Incorporation, as
               filed with the Secretary of State of the State of Delaware on November 5, 1999.
               (Exhibit 4.1 to the Companys Quarterly Report on Form 10-QSB for the
               quarter ended September 30, 1999, File No. 0-9040.)
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3(b) |  | By-Laws of the Company, as amended. (Exhibit 4.2 to the Companys Quarterly
               Report on Form 10-QSB for the quarter ended September 30, 1999, File No.
               0-9040.)
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(A) |  | Loan and Security Agreement, dated as of December 19, 2001, from the Company in
               favor of First Union National Bank. (Exhibit 4.1(a) to the Companys
               Quarterly Report on Form 10-QSB for the quarter ended December 31, 2001, File
               No. 0-9040).
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(B) |  | Letter agreement dated September 23, 2002 between the Company and First Union
               National Bank (Exhibit 4(a)(1)(B) to the Companys Annual Report on Form
               10-KSB for the year ended June 30, 2002, File No. 0-0904.).
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

43



---

|4(a)(1)(C) |  | Letter agreement dated October 11, 2002 between the Company and Wachovia
               (Exhibit 4.01 to the Companys Quarterly Report on Form 10-QSB for the
               quarter ended September 30, 2002, File No. 0-9040).
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(D) |  | Letter agreement dated October 22, 2003 between the Company and First Union
               National Bank (Exhibit 4.01 to the Companys Quarterly Report on Form
               10-QSB for the quarter ended September 30, 2003. File No. 0-9040.)
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(E) |  | Letter agreement, dated October 28, 2004, between the Company and Wachovia Bank,
               National Association, formerly named First Union National Bank, extending the
               Companys revolving credit facility. (Exhibit 4.01 to the Companys
               Current Report on Form 8-K dated (date of earliest event reported) October 28,
               2004, File No. 0-9040.)
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(F) |  | Letter agreement, dated October 28, 2004, between the Company and Wachovia Bank,
               National Association, formerly named First Union National Bank, eliminating the
               borrowing base restriction on borrowings under the Companys revolving
               credit facility. (Exhibit 4.02 to the Companys Current Report on Form 8-K
               dated (date of earliest event reported) October 28, 2004, File No. 0-9040.)
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(G) |  | Letter, dated as of October 30, 2005, from Wachovia Bank, National Association
               extending the Companys revolving credit facility. (Exhibit 4.01 to the
               Companys Current Report on Form 8-K dated (date of earliest event
               reported) October 31, 2005, File No. 0-9040.)
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(1)(H) |  | Letter, dated as of October 30, 2005, from Wachovia Bank, National Association
               eliminating the event of default that could have been caused by virtue of any
               future reduction in the ownership interest of William Steiner, Michael Steiner
               and/or a Steiner family trust. (Exhibit 4.02 to the Companys Current
               Report on Form 8-K dated (date of earliest event reported) October 31, 2005,
               File No. 0-9040.)
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(2) |  | Revolving Credit Note, dated as of December 19, 2001, from the Company in favor
               of First Union National Bank. (Exhibit 4.1(c) to the Companys Quarterly
               Report on Form 10-QSB for the quarter ended December 31, 2001, File No. 0-9040).
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(a)(3) |  | Guaranty and Security Agreement, dated as of December 19, 2001, from
               Steiner-Atlantic Corp., Steiner-Atlantic Brokerage Company, DRYCLEAN USA
               Development Corp. and DRYCLEAN USA License Corp., subsidiaries of the Company,
               in favor of First Union National Bank. (Exhibit 4.1(d) to the Companys
               Quarterly Report on Form 10-QSB for the quarter ended December 31, 2001, File
               No. 0-9040).
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(a) |  | Commercial lease dated September 9, 2005 between Steiner and William K. Steiner
               with respect to Steiners facilities located at 290 NE 68 Street, 296 NE 67
               Street and 277 NE 67 Street, Miami, Florida. (Exhibit 10(a)(1)(B) to the
               Companys Annual Report on Form 10-KSB for the year ended June 30, 2005,
               File No. 0-9040.)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(b)(1)+ |  | The
Companys 1994 Non-Employee Director Stock Option Plan. (Exhibit A to the Companys
Proxy Statement dated October 14, 1994 used in connection with the Companys 1994
Annual Meeting of Stockholders, File No.  0-9040.)
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(b)(2)+ |  | The
Company's  2000 Stock Option Plan.  (Exhibit 99.1 to the Company's  Registration
 Statement on Form S-8,                            File No. 333-37582.)
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

44



---

|14 |  | Code
of Ethics for Principal Executive Officer and Senior Financial  Officers.  (Exhibit 14 to
the Company's                            Annual Report on Form 10-KSB for the year ended
June 20, 2004, File No. 0-9040.)
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21 |  | Subsidiaries
 of the Company.  (Exhibit 21 to the Company's  Annual Report on Form 10-KSB for the year
ended                            June 30, 2001, File No. 0-9040.)
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*23 |  | Consent
of Morrison Brown, Argiz & Farra, LLP
|--- |  | ---------------------------------------------

|*31(a) |  | Certification of principal executive officer pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002 promulgated under the Securities Exchange Act of
               1934.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*31(b) |  | Certification of principal financial officer pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002 promulgated under the Securities Exchange Act of
               1934.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*32(a) |  | Certification of Principal Executive Officer pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.
|------ |  | ----------------------------------------------------------------------------------------------------------------------

|*32(b) |  | Certification of Principal Financial Officer pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.
|------ |  | ----------------------------------------------------------------------------------------------------------------------

_________________

|* |  | Filed
with this Report. All other exhibits are incorporated herein by reference to the filing
indicated in the parenthetical reference following the exhibit description.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ |  | Management
contract or compensatory plan or arrangement.
|- |  | --------------------------------------------------------

45