FORM 10-Q
________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006.
Commission File No. 1-8129.
US 1 INDUSTRIES, INC.
________________________________________
(Exact name of registrant as specified in its charter)
Indiana 95-3585609
________________________ ____________________________________
(State of Incorporation) (I.R.S. Employer Identification No.)
336 W. US 30, Valparaiso, Indiana 46385
________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219) 476-1300
__________________
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 _X_ No ___
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes ___ No _X_
As of March 21, 2006, there were 12,018,224 shares of registrant's
common stock outstanding.
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2006 (UNAUDITED) AND DECEMBER 31, 2005
Part I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
ASSETS
March 31, December 31,
2006 2005
(Unaudited)
_____________ _____________
CURRENT ASSETS:
Accounts receivable-trade, less allowances
for doubtful accounts of $1,490,000
and $1,365,000, respectively $26,170,781 $28,108,082
Other receivables, including receivables due
from affiliated entities of $156,000 and
$144,000, respectively 2,662,724 2,343,563
Prepaid expenses and other current assets 517,776 509,919
Current deferred tax asset 987,348 987,348
----------- ----------
Total current assets 30,338,629 31,948,912
FIXED ASSETS:
Equipment 924,261 859,602
Less accumulated depreciation and amortization (612,735) (574,810)
----------- ----------
Net fixed assets 311,526 284,792
----------- -----------
ASSETS HELD FOR SALE:
Land 195,347 195,347
Valuation allowance (141,347) (141,347)
----------- -----------
Net assets held for sale 54,000 54,000
Non-current deferred tax asset 600,000 600,000
Other Assets 386,812 402,219
----------- -----------
TOTAL ASSETS $31,690,967 $33,289,923
=========== ===========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2006 (UNAUDITED) AND DECEMBER 31, 2005
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, December 31,
2006 2005
(Unaudited)
____________ ______________
CURRENT LIABILITIES:
Revolving line of credit $ 5,153,688 $ 7,206,358
Accounts payable 9,804,057 10,557,403
Accrued expenses 1,369,442 890,026
Insurance and claims 1,796,813 1,879,623
Accrued compensation 59,955 259,601
Accrued interest 1,176,076 1,213,227
Fuel and other taxes payable 680,237 434,404
----------- ------------
Total current liabilities 20,040,268 22,440,642
----------- ------------
LONG-TERM DEBT (RELATED PARTY) 2,749,124 2,769,708
MINORITY INTEREST 296,784 170,089
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, authorized 20,000,000 shares;
no par value; 12,018,224 shares outstanding 42,596,639 42,596,639
as of March 31, 2006 and December 31, 2005.
Accumulated deficit (33,991,848) (34,687,155)
----------- -----------
Total shareholders' equity 8,604,791 7,909,484
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 31,690,967 $ 33,289,923
=========== ===========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
MARCH 31, 2006 AND MARCH 31, 2005 (UNAUDITED)
MARCH 31, MARCH 31,
2006 2005
______________ ______________
OPERATING REVENUES $44,575,241 $ 37,761,400
------------ ------------
OPERATING EXPENSES:
Purchased transportation 32,103,859 28,024,977
Commissions 5,096,604 3,547,754
Insurance and claims 1,533,407 1,606,090
Salaries, wages, and other 3,003,301 2,083,404
Other operating expenses 1,714,832 1,639,409
------------ ------------
Total operating expenses 43,452,003 36,901,634
------------ ------------
OPERATING INCOME 1,123,238 859,766
------------ ------------
NON-OPERATING INCOME (EXPENSE):
Interest income 8,975 24,032
Interest expense (173,606) (123,830)
Other income 28,361 64,828
------------ ------------
Total non-operating expense (136,270) (34,970)
------------ ------------
NET INCOME BEFORE MINORITY INTEREST $ 986,968 $ 824,796
Minority Interest Expense 126,694 44,468
------------ ------------
NET INCOME BEFORE INCOME TAXES $ 860,274 $ 780,328
Income Taxes 164,967 63,744
------------ ------------
NET INCOME AVAILABLE TO COMMON SHARES 695,307 716,584
------------ ------------
Basic and Diluted Net Income
Per Common Share $ 0.06 $ 0.06
==== ====
WEIGHTED AVERAGE SHARES OUTSTANDING -
BASIC AND DILUTED 12,018,224 12,018,224
============ =============
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2006
Total
Common Common Accumulated Shareholders'
Shares Stock Deficit Equity
___________________________________________________
Balance, January 1, 2006 12,018,224 $42,596,639 $(34,687,155) $7,909,484
Net income for the
three months ended
March 31, 2006 0 0 695,307 695,307
___________________________________________________
Balance, March 31, 2006 12,018,224 $42,596,639 $(33,991,848) $8,604,791
___________________________________________________
<FN>
The accompanying notes are in integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
MARCH 31, 2006 AND MARCH 31, 2005 (UNAUDITED)
Three Months Ended March 31,
2006 2005
(Unaudited) (Unaudited)
_____________________________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 695,307 716,584
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization 37,925 58,489
Gain on disposal of assets 0 (13,829)
Provision for bad debts 284,319 242,000
Minority interest expense 126,694 44,468
Changes in operating assets and liabilities:
Accounts receivable - trade 1,652,983 (659,843)
Other receivables (319,161) (523,211)
Prepaid expenses and other assets 7,550 (60,833)
Accounts payable (753,346) 407,843
Accrued expenses 479,416 43,975
Accrued interest (37,151) (40,939)
Insurance and claims (82,810) 279,911
Accrued compensation (199,646) (13,048)
Fuel and other taxes payable 245,833 78,696
Accrued legal 0 (191,666)
--------- --------
Net cash provided by operating activities 2,137,913 368,597
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to fixed assets (64,659) (4,900)
Proceeds from sales of fixed assets 0 33,000
-------- ---------
Net cash (used in)provided by investing activities (64,659) 28,100
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under line of credit (2,052,670) (276,697)
Repayments of shareholder loans (20,584) 0
Distributions to minority interest 0 (120,000)
--------- ---------
Net cash used in financing activities (2,073,254) (396,697)
--------- ---------
NET CHANGE IN CASH 0 0
CASH, BEGINNING OF PERIOD 0 0
--------- ---------
CASH, END OF PERIOD 0 0
========= =========
Cash paid for interest $210,757 $164,769
========= =========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
1. BASIS OF PRESENTATION
The accompanying consolidated balance sheet as of March 31, 2006 and
the consolidated statements of income, shareholders' equity and cash flows
for the three month periods ended March 31, 2006 and 2005 are unaudited, but,
in the opinion of management, include all adjustments (consisting of normal,
recurring accruals) necessary for a fair presentation of the financial
position and the results of operations at such date and for such periods.
The year-end balance sheet data was derived from audited financial statements.
These statements should be read in conjunction with US 1 Industries, Inc. and
Subsidiaries' ("the Company") audited consolidated financial statements for
the year ended December 31, 2005, and the notes thereto included in the
Company's Annual Report on Form 10-K. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted, as permitted
by the requirements of the Securities and Exchange Commission, although the
Company believes that the disclosures included in these financial statements
are adequate to make the information not misleading. The results of
operations for the three months ended March 31, 2006 and 2005 are not
necessarily indicative of the results for a full year.
2. EARNINGS PER SHARE
The Company calculates earnings per share ("EPS") in accordance with SFAS
No. 128. Following is the reconciliation of the numerators and denominators
of basic and diluted EPS.
Three Months Ended March 31,
2006 2005
____________ ______________
Numerator
Net income available to common
shareholders for basic and diluted EPS $695,307 $716,584
Denominator
Weighted average common shares
outstanding for basic and diluted EPS 12,018,224 12,018,224
3. BANK LINE OF CREDIT
The Company and its subsidiaries have a $10.0 million line of credit that
matures on October 1, 2007. Advances under this revolving line of credit are
limited to 75% of eligible accounts receivable. Unused availability under
this line of credit was $4.8 million at March 31, 2006. The interest rate
is based upon certain financial covenants and may range from prime to prime
less .50%. At March 31, 2006, the interest rate on this line of credit was at
prime less .25% (7.50%). The Company's accounts receivable, property, and
other assets collateralize advances under the agreement. Borrowings up to
$1.5 million are guaranteed by the Chief Executive Officer and Chief
Financial Officer of the Company. At March 31, 2006 the outstanding
borrowings on this line of credit were $5.2 million.
3. BANK LINE OF CREDIT (continued)
This line of credit is subject to termination upon various events of
default, including failure to remit timely payments of interest, fees and
principal, any adverse change in the business of the Company or failure to
meet certain financial covenants. Financial covenants include: minimum net
worth requirements, total debt service coverage ratio, capital expenditure
limitations, and prohibition of additional indebtedness without prior
authorization. At March 31, 2006, the Company was in compliance with
these financial covenants. The balance outstanding under this line-of-
credit agreement is classified as a current liability at March 31, 2006.
On October 20, 2005, the Company and its subsidiaries entered into an
Interest Rate Swap Agreement with U.S. Bank effective November 1, 2005
through November 1, 2008. This agreement is in the notional amount of
$3,000,000. The agreement caps the interest rate at 7.71% through the term
of the agreement. The fair value of this agreement was minimal at
March 31, 2006.
4. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in other litigation in
the normal course of its business. Management intends to vigorously defend
these cases. In the opinion of management, the other litigation now pending
will not have a material adverse affect on the consolidated financial
statements of the Company.
Results of Operations
You should read the following discussion regarding the Company and its
subsidiaries along with the Company's consolidated financial statements and
related notes included in this quarterly report. The following discussion
contains forward-looking statements that are subject to risks, uncertainties
and assumptions. The Company's actual results, performance and achievements
in 2005 and beyond may differ materially from those expressed in, or implied
by, these forward-looking statements.
The financial statements and related notes contained elsewhere in this
Form 10-Q as of and for the three months ended March 31, 2006 and 2005 and
in the Company's Form 10-K for its fiscal year ended December 31, 2005, are
essential to an understanding of the comparisons and are incorporated by
reference into the discussion that follows.
The following table sets forth the percentage relationships of expense items
to revenue for the three months ended March 31, 2006 and March 31, 2005:
2006 2005
------ ------
Revenue 100.0% 100.0%
Operating expenses:
Purchased transportation 72.0 74.2
Commissions 11.4 9.4
Insurance and claims 3.4 4.3
Salaries, wages and other 6.7 5.5
Other operating expenses 4.0 4.3
------- ------
Total operating expenses 97.5 97.7
------ ------
Operating income 2.5 2.3
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
Three months ended March 31, 2006 compared to the three months ended March 31,
2005
The Company's operating revenues increased to $44.6 million for the three
months ended March 31, 2006 from $37.8 million for the same period in 2005.
This is an increase of 18.0%. This increase is attributable to the continued
growth of Patriot Logistics, Inc., Keystone Logistics, Inc., Keystone Lines
Inc., and US 1 Logistics, Inc. The growth of these subsidiaries is primarily
attributable to the addition of new terminals and growth of existing terminals.
Purchased transportation represents the amount an independent contractor is
paid to haul freight and is primarily based on a contractually agreed-upon
percentage of revenue generated by the haul for truck capacity provided by
independent contractors. Purchased transportation is the largest component
of operating expenses. Purchased transportation and commission expense increase
or decrease in proportion to the revenue generated through independent
contractors. Purchased transportation decreased to 72.0% of revenue for the
three months ended March 31, 2006 from 74.2% for the three months ended March
31, 2005. This decrease was somewhat offset by the increase in commission
expense. Many agents negotiate a combined percentage payable for purchased
transportation and commission. The mix between the amounts of purchased
transportation paid versus commissions paid may vary slightly based on agent
negotiations with independent owner operators. However, in total, commissions
and purchased transportation would typically be expected to remain relatively
consistent as a percentage of revenue.
Commissions to agents and brokers are primarily based on contractually
agreed-upon percentages of revenue. Commissions increased to 11.4% of revenue
for the three months ended March 31, 2006 from 9.4% of revenue for the three
months ended March 31, 2005. In total, purchased transportation and commissions
were 83.5% of revenue in 2006 compared to 83.6% of revenue in 2005.
Insurance and claims decreased to 3.4% of revenue for the three months
ended March 31, 2006 from 4.3% for the same period of time in 2005. A
majority of the insurance and claims expense is based on a percentage of
revenue and, as a result, will increase or decrease on a consolidated basis
with the Company's revenue. Potential liability associated with accidents in
the trucking industry is severe and occurrences are unpredictable. A material
increase in the frequency or severity of accidents or the unfavorable
development of existing claims could adversely affect the Company's operating
income. The decrease of 0.9% of revenue can be attributed to the decrease of
certain operations' claim activity.
Salaries, wages, and fringe benefits were 6.7% of revenue for the three
months ended March 31, 2006 compared to 5.5% of revenue for the three months
ended March 31, 2005. A significant portion of salaries, wages and other is
a fixed expense, which does not fluctuate proportionately with revenue. This
increase of 1.2% can be attributed to the addition of personnel hired to
accommodate the growth of expanding terminals that have not yet begun to or
did not produce at their full revenue potential.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION (continued)
Three months ended March 31, 2006 compared to the three months ended March
31, 2005
Other operating expenses as a percentage of revenue decreased slightly
to 4.0% of revenue for the three months ended March 31, 2006 from 4.3% for the
three months ended March 31, 2005. While not all operating expenses are
directly variable with revenues, the increased revenue directly impacts
several components of operating expenses such as bad debt expense. In
addition, the Company's subsidiaries have expanded by adding new terminal and
operations resulting in the addition of new locations. This growth has
resulted in an increase in operating expenses such as rent. Operating
expenses increased $0.1 million from $1.6 million for the three months ended
March 31, 2005 to $1.7 million for the three months ended March 31, 2006.
Two factors that contribute to this increase are changes in rent expense and
bad debt expense. Rent expense increased by $.10 million from $.19 million
for the three months ended March 31, 2005 to $.29 million for the three months
ended March 31, 2006. Bad debt expense increased by $.04 million from $.24
million for the three months ended March 31, 2005 to $.28 million for the
three months ended March 31, 2006.
Based on the changes in revenue and expenses described above, operating
income increased by $263,472. Operating income for the three months ended
March 31, 2006 was $1,123,238 compared to $859,766 for the three months ended
March 31, 2005.
Interest expense increased $49,776 to $173,606 for the three months ended
March 31, 2006 compared to $123,830 for the three months ended March 31,
2005. This increase in interest expense is the result of the Company's
increased borrowing against its line of credit. The rate on the Company's
loan with US Bank is currently based on certain financial covenants and may
range from prime to prime less .50%. At March 31, 2006, the interest rate
charged on the loan with US Bank was prime less .25% (7.50%). At March 31,
2005 the interest rate charged on the loan with US Bank was prime (5.75%).
Other income includes income from rental property, storage and equipment
usage fees. Other income decreased $51,524 for the three months ended March
31, 2006. Non-operating (income) expense, exclusive of interest expense,
was ($37,337) for the three months ended March 31, 2006 versus ($88,860) for
the three months ended March 31, 2005. This decrease was due primarily to a
reduction of rental income in 2006 and the gain on the sale of equipment the
Company recognized during the first quarter of 2005 that did not occur in 2006.
The Company also recognized minority interest expenses of $126,694 and
$44,468 for the three months ended March 31, 2006 and 2005 relating to the
minority shareholders' portion of its subsidiary's, Carolina National
Transportation, Inc., net income. Carolina National Transportation, Inc. is
a 60% owned subsidiary of the company.
As a result of the factors described above, net income for the three months
ended March 31, 2006 was $695,307 compared with $716,584 for the same period
in 2005.
Liquidity and Capital Resources
Net cash provided by operating activities increased $1.8 million from
$368,597 for the three months ended March 31, 2005 to $2,137,913 for the
three months ended March 31, 2006. The increase in net cash provided by
operating activities is attributable to decreased working capital needs.
Net cash (used in) provided by investing activities was ($64,659) for the
three months ended March 31, 2006 compared to $28,100 for the three months
ended March 31 2005. Net cash used in investing activities increased primarily
due to the purchase to fixed assets.
Net cash used in financing activities increased $1,676,557 from $396,697
for the three months ended March 31, 2005 to $2,073,254 for the three months
ended March 31, 2006. This increase is due primarily to net repayments on
the line of credit.
The Company and its subsidiaries have a $10.0 million line of credit that
matures on October 1, 2007. Advances under this revolving line of credit are
limited to 75% of eligible accounts receivable. Unused availability under
this line of credit was $4.8 million at March 31, 2006. The interest rate is
based upon certain financial covenants and may range from prime to prime less
..50%. At March 31, 2006, the interest rate on this line of credit was at
prime less .25% (7.50%). The Company's accounts receivable, property, and
other assets collateralize advances under the agreement. Borrowings up to
$1.5 million are guaranteed by the Chief Executive Officer and Chief Financial
Officer of the Company. At March 31, 2006 the outstanding borrowings on this
line of credit were $5.2 million.
This line of credit is subject to termination upon various events of
default, including failure to remit timely payments of interest, fees and
principal, any adverse change in the business of the Company or failure to
meet certain financial covenants. Financial covenants include: minimum net
worth requirements, total debt service coverage ratio, capital expenditure
limitations, and prohibition of additional indebtedness without prior
authorization. At March 31, 2006, the Company was in compliance with these
financial covenants. The balance outstanding under this line-of-credit
agreement is classified as a current liability at March 31, 2006.
The Company is dependent upon the funds available under its line of
credit agreement for liquidity. As long as the Company can fund 25% of its
accounts receivable from funds generated internally from operations or
otherwise, this facility has historically provided the Company sufficient
liquidity to meet its needs on an ongoing basis.
Quantitative and Qualitative Disclosures About Market Risk
Inflation
Changes in freight rates charged by the Company to its customers are
generally reflected in the cost of purchased transportation and commissions
paid by the Company to independent contractors and agents, respectively.
Therefore, management believes that future-operating results of the Company
will be affected primarily by changes in volume of business. Rising fuel
prices are generally offset by a fuel surcharge the Company passes onto its
customers. However, due to the highly competitive nature of the truckload
motor carrier industry, it is possible that future freight rates, cost of
purchased transportation, as well as fuel prices may fluctuate, affecting the
Company's profitability.
Interest Rate Risk
The Company has a revolving line of credit with a bank, which currently
bears interest at the prime rate less .25% (at March 31, 2006 the rate was
7.50%). The interest rate is based on certain financial covenants and may
range from prime to prime less .50%. The Company also has subordinated debt
with related parties which bears interest at rates ranging from prime + .75%
to prime plus 1%.
Certain Relationships and Related Transactions.
The Company leased office space for its headquarters in Gary, Indiana,
for $4,000 monthly, from Michael E. Kibler, the President and Chief Executive
Officer and a director of the Company, and Harold E. Antonson, the Chief
Financial Officer, Treasurer and a director of the Company through the first
quarter of 2006. In April, 2006, the Company relocated its headquarters to
Valparaiso, Indiana. The Company now pays rent to an outside vendor in the
amount of $7,000 monthly.
One of the Company's subsidiaries provides safety, management, and
accounting services to companies controlled by the President and Chief
Financial Officer of the Company. These services are priced to cover the
cost of the employees providing the services and the overhead.
The Company has approximately $156,000 of other accounts receivable due
from entities that could be deemed to be under common control as of March 31,
2006.
One of the Company's insurance providers, American Inter-Fidelity
Exchange (AIFE), is managed by a director of the Company. The Company has an
investment of $126,461 in AIFE. AIFE provides auto liability and cargo
insurance to several subsidiaries of the Company as well as other entities,
some of which are related to the Company by common ownership.
The Company exercises no control over the operations of AIFE. As a result,
the Company recorded its investment in AIFE under the cost method of
accounting as of March 31, 2006 and for the three months ended March 31, 2006
and 2005. Under the cost method, the investment in AIFE is reflected at its
original amount and income is recognized only to the extent of dividends paid
by AIFE. There were no dividends declared by AIFE for the three months ended
March 31, 2006 or 2005.
Certain Relationships and Related Transactions (continued)
If AIFE incurs a net loss, the loss may be allocated to the various
policyholders based on each policyholder's premium as a percentage of the
total premiums of AIFE for the related period. There has been no such loss
assessment for the three months ended March 31, 2006 or 2005. For fiscal
2005, the Company accounted for approximately 85% of the total premium
revenue of AIFE. At December 31, 2004, AIFE had net worth of approximately
$6.9 million, a portion of which is attributable to other policyholders of
AIFE.
In addition, the Chief Executive Officer and Chief Financial Officer, as
well as another director of the Company, are the sole shareholders of American
Inter-Fidelity Corporation (AIFC), which serves as the attorney in fact of
AIFE. AIFC is entitled to receive a management fee from AIFE. AIFE incurred
management fees of approximately $300,000, $405,000, and $354,000 for the
years ended December 31, 2005, 2004, and 2003, respectively.
The Company also pays a consulting fee of $2,000 per month, to a director
of the Company, relating to insurance services.
The Company has long-term notes payable due to its Chief Executive
Officer, Chief Financial Officer, and August Investment Partnership, an
entity affiliated through common ownership, totaling approximately $1.9
million at March 31, 2006. In addition, the Company had approximately $1.2
million of accrued interest due under these notes payable.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on their
evaluations as of the end of the period covered by the report, our
principal executive officer and principal financial officer, with
the participation of our full management team, have concluded that
our disclosure controls and procedures (as defined in Rules 13(a)-14(c)
and 15(d)-14(c) under the Securities Exchange Act) are effective to
ensure that information required to be disclosed by us in reports
that we file or submit under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified
in the rules and forms of the SEC.
(b) Changes in controls. There were no changes in our internal controls
over financial reporting identified in connection with the
evaluations reported above that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
(c) Disclosure controls and procedures. Disclosure controls and
procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) (1) List of Exhibits
The following exhibits, numbered in accordance with Item 601 of
Regulation S-K, are filed as part of this report:
Exhibit 31.1 Certification 302 of Chief Executive Officer
Exhibit 31.2 Certification 302 of Chief Financial Officer
Exhibit 32.1 Certification 906 of Chief Executive Officer
Exhibit 32.2 Certification 906 of Chief Financial Officer
(b)(1) Reports on Form 8-K
SIGNATURES
Pursuant to the requirements 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.
US 1 Industries, Inc.
________________________
Michael E. Kibler
Chief Executive Officer
___________________________
Harold E. Antonson
Chief Financial Officer
May 15, 2006