SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kibler Michael

(Last)

(First)

(Middle)

C/O US 1 INDUSTRIES, INC.

336 US HWY, US 30

(Street)

VALPARAISO

46838

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US 1 INDUSTRIES INC [ us00.ob ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
President / Chief Executive Offier

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2007		J		200,000	A	$0	1,322,506	D
Common Stock	02/25/2007		J		107,613	A	$0	589,143	I	General Partner in August Investment Partners
Common Stock								6,330	I	50% Shareholder of August Investment Company, Inc.
Common Stock	02/25/2007		J		133,366	A	$0	444,553	I	50% Shareholder in Eastern Refrigerated Express
Common Stock								37,808	I	50% Shareholder in Enterprise Truck Lines
Common Stock								3,781	I	25% Shareholder in Seagate Transportation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Covertible Note (right to buy)	$1.48	09/22/2006		J			1,334,460	09/22/2006	09/22/2007	Common Stock	1,334,460	$0	1,334,460	D

Explanation of Responses:

Remarks:

1) On February 25, 2007, M. Kibler, Mr. Harold Antonson, and the Estate of John Lavery concluded a reorganization of which Messrs. Kibler and Antonson assumed the Estate's ownership position in various companies that Messrs. Kibler, Antonson and Lavery (prior to his death) had owned and operated jointly. Given the diversity in the nature of the assets and the lack of any formal valuation, it is impracticable to assign a precise purchase price to the shares of Common Stock with respect to which Messrs. Kibler and Antonson acquired beneficial ownership, although for discussion purposes the parties used a price of $1.25 per share, which was approximately the trading price at the time discussions commenced. 2) Prior Form 4 filings erroneously attributed to Mr. Kibler all of the shares owned by August Investment Partnres, Eastern Refrigerated, Enterprise Truck Lines and Seagate Transportation entities and not simply his proportionate economic interest. These allocations hav been corrected in this filing.

	Michael Kibler	02/27/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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