UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 21, 2007 _______________________________________________________________ (Date of Report (Date of earliest event reported) US 1 Industries, Inc. ___________________________________________________________ (Exact Name of Registrant as Specified in Its Charter) Indiana ___________________________________________________________ (State or Other Jurisdiction of Incorporation) 1-8129					 95-3585609 ____________________________________________________________________ (Commission File Number) (IRS Employer Identification No.) 336 W. US 30,Valparaiso, Indiana	 46385 ____________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) 		 (219) 476-1300 ____________________________________________________________________ (Registrant's Telephone Number, Including Area Code) Not Applicable ____________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) 	Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.02. Unregistered Sales of Equity Securities On September 21, 2007 holders of the Company's Convertible Notes due 2007 (the 'Notes') converted a total of [$3,950,000] in aggregate principal amount of the Notes, which represented all of the outstanding Notes, into an aggregate of [2,668,918] shares of the Company's common stock. The Notes were converted at [$1.48] per share of common stock, the applicable common stock conversion price under the Notes. No fractional shares were issued in connection with the conversions of the Notes. The issuance of shares of common stock pursuant to the above conversions consists of an exchange of securities solely with the respective holders of the Company's Notes and is accordingly exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. No commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. SIGNATURES 	Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. US 1 Industries, Inc. By:/S/ Michael E. Kibler __________________________ Michael E. Kibler President and Chief Executive Officer Dated: September 21, 2007