SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-8129
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2009
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I. Registrant Information
Full name of registrant US 1 Industries, Inc.
_____________________________________________________
Former name if applicable
_____________________________________________________________________________
Address of principal executive office (Street and number)
336 W. US Highway 30
_____________________________________________________________________________
City, State and Zip Code Valparaiso, Indiana 46385
_____________________________________________________
Part II. Rule 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Due to a significant acquisition on December 18, 2008 and the work
involved with consolidating the financial information, on an ongoing basis the
registrant was not able to complete its Form 10-Q and have them reviewed by
management in connection with the required certifications in time to meet the
filing deadline.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
W. Brinkley Dickerson, Jr. 404 885-3822
_______________________________________________________________________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
US 1 Industries, Inc.
____________________________________________
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 15, 2009 By /s/ Michael Kibler
_________________________________ _____________________________
Michael Kibler
Chief Executive Officer
US1 Industries, Inc.
Commission File No. 1-8129
Results for the quarter are expected to be approximately $1,654,000
less than they were in the first quarter of 2008 due to a defalcation
related to accounts receivable, increased fixed costs, decreased
sales for the first quarter of 2009 for operations that existed in the
first quarter of 2008. The Company was not able to decrease its fixed
costs in time to bring them inline with the revenue decreases.