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, 2002.

                           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.)



   1000 Colfax, Gary, Indiana                                   46406
   --------------------------                                   -----
(Address of principal executive offices)                      (Zip Code)

      Registrant's telephone number, including area code: (219) 977-5225
                                                          --------------

 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 ___

 As of May 14, 2002, there were 10,618,224 shares of registrant's  common stock
 were outstanding.





<PAGE>


Part I  FINANCIAL INFORMATION


Item 1. FINANCIAL STATEMENTS.


                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2002 (UNAUDITED) AND DECEMBER 31, 2001
<TABLE>

ASSETS
                                                    March 31,    December 31,
                                                      2002          2001
                                                      ----          ----
                                                   (Unaudited)
<S>                                                <C>          <C>
CURRENT ASSETS:
Cash                                              $         0   $   322,060
Accounts receivable-trade, less allowance for
    doubtful accounts of $524,000 and $518,000
    respectively                                   13,345,662    11,946,382
Other receivables                                   1,808,363     1,374,835
Deposits                                               45,200        44,200
Prepaid expenses                                      369,227       544,143
Current deferred tax asset                            600,000       600,000
                                                   -----------   ----------
      Total current assets                         16,168,452    14,831,620

FIXED ASSETS:
   Equipment                                        1,555,072     1,542,945
   Less accumulated depreciation and amortization    (307,591)     (250,954)
                                                    ----------   ----------
      Net fixed assets                              1,247,481     1,291,991
                                                    ----------  -----------
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                                          383,786       383,786
                                                    ----------  -----------
TOTAL ASSETS                                      $18,453,719   $17,161,397
                                                    ==========  ===========


<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>



<PAGE>


                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2002 (UNAUDITED) AND DECEMBER 31, 2001
<TABLE>

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

                                                    March 31,   December 31,
                                                      2002           2001
                                                      ----           ----
                                                     (Unaudited)
CURRENT LIABILITIES:
<S>                                              <C>            <C>
   Revolving line of credit                      $ 6,583,170    $ 6,765,999
   Current portion of long-term debt                 316,058        399,190
   Accounts payable                                3,942,273      3,469,666
   Bank overdraft                                    617,196              0
   Accrued expenses                                  265,392        251,859
   Insurance and claims                              751,434        629,796
   Accrued compensation                               84,658         79,545
   Accrued interest                                  998,000        974,039
   Fuel and other taxes payable                       59,574         82,228
   Accrued Legal Settlement                          500,000        140,000
                                                 -----------   ------------
      Total current liabilities                   14,117,755     12,792,322
                                                 -----------   ------------
LONG-TERM DEBT (primarily to related parties)      4,167,526      4,260,668
Minority Interest                                     24,888              0

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK:
    Authorized 5,000,000 shares; no par value,
    Series A shares issued and outstanding:
    2002 and 2001 - 1,094,224
    Liquidation preference $0.94 per share         1,131,254      1,102,968
SHAREHOLDERS' DEFICIENCY:
   Common stock, authorized 20,000,000 shares;
    no par value; shares outstanding 10,618,224   40,871,263     40,844,296
   Accumulated deficit                           (41,858,967)   (41,838,857)
                                                 -----------     -----------
   Total shareholders' deficiency                 (  987,704)    (  994,561)
                                                 -----------     -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
    DEFICIENCY                                  $ 18,453,719   $ 17,161,397
                                                 ===========    ============


<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>




<PAGE>




                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 MARCH 31, 2002 AND MARCH 31, 2001 (UNAUDITED)

<TABLE>

                                             MARCH 31,       MARCH 31,
                                              2002            2001

<S>                                        <C>            <C>
OPERATING REVENUES                         $22,131,028    $ 15,145,537
                                           ------------    ------------
OPERATING EXPENSES:
    Purchased transportation                16,829,053      11,399,910
    Commissions                              2,036,183       1,763,182
    Insurance and claims                       775,627         410,283
    Salaries, wages, and other               1,023,337         540,026
    Operating supplies and expense             464,211         480,786
    Other expenses                             529,387         140,375
                                           ------------    ------------
     Total operating expenses               21,657,798      14,734,562
                                           ------------    ------------
OPERATING INCOME                               473,230         410,975
                                           ------------    ------------
NON-OPERATING INCOME (EXPENSE):
    Legal Settlement                          (360,000)              0
    Interest income                              9,950           2,435
    Interest (expense)                        (135,467)       (206,916)
    Other income(expense)                       34,820         (14,869)
                                            ------------   ------------
    Total non-operating (expense)             (450,697)       (219,350)
                                            ------------   ------------
NET INCOME BEFORE MINORITY INTEREST        $    22,533    $    191,625
Minority Interest Expense                       14,353               0
                                            -----------    ------------
NET INCOME                                 $     8,180    $    191,625
DIVIDENDS ON PREFERRED SHARES                  (28,286)        (25,714)
                                            -----------   -------------
NET INCOME(LOSS)AVAILABLE
 TO COMMON SHAREHOLDERS                        (20,106)        165,911
                                            ===========   =============

Basic and Diluted Net Income
Per Common Share                           $      0.00    $       0.02
                                            ============  ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
  BASIC AND DILUTED                         10,618,224      10,618,224
                                            ============   ============











<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>

<PAGE>


                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
           MARCH 31, 2002 (UNAUDITED) AND MARCH 31, 2001 (UNAUDITED)

<TABLE>
                                                Three Months Ended March 31,
                                                          2002         2001
                                                          ----         ----
                                                      (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                        <C>      <C>
Net Income                                                 8,180    191,625
Adjustments to reconcile net income to net
cash used in operating activities
  Depreciation and amortization                           56,637     22,285
  Compensation Expense resulting from
   issuance of equity in subsidiary                       37,500          0
  Provision for bad debts                                127,307    114,000
  Minority interest expense                               14,351          0
  Changes in operating assets and liabilities:
    Accounts receivable - trade                       (1,526,587)   210,279
    Other receivables                                   (433,528)  (203,534)
    Prepaid expenses                                     174,916     82,579
    Deposits & other assets                               (1,000)   (45,300)
    Accounts payable                                     472,607     74,131
    Accrued expenses                                      13,533    (36,081)
    Accrued interest                                      23,961     53,074
    Insurance and claims                                 121,638    (83,400)
    Accrued compensation                                   5,113      5,999
    Fuel and other taxes payable                         (22,654)  (102,442)
    Accrued Legal Settlement                             360,000          0
                                                       ---------   --------
  Net Cash(used in)provided by operating activities     (568,026)   283,215
                                                       ---------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to fixed assets                              (12,127)  (613,573)
                                                        --------   --------
  Net cash used in investing activities                  (12,127)  (613,573)
                                                        --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (repayments) borrowings under line of credit      (182,829)   447,993
  Proceeds from equipment line of credit                       0    385,126
  Principal payments on long term debt                  (126,274)   (73,024)
  Repayments of shareholder loans                        (50,000)  (217,311)
  Increase(Decrease) in bank overdraft                   617,196   (212,426)
                                                       ---------   --------
  Net cash provided by financing activities              258,093    330,358
                                                       ---------   --------
NET DECREASE IN CASH                                    (322,060)         0
CASH, BEGINNING OF PERIOD                                322,060          0
                                                        ---------  --------
CASH, END OF PERIOD                                            0          0
                                                        =========  ========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>



<PAGE>


                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001




1. BASIS OF PRESENTATION

     The accompanying  consolidated balance sheet as of March 31, 2002, and the
consolidated  statements  of  operations  and cash  flows for the  three  month
periods  ended  March 31, 2002 and 2001 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 for such periods.  The year-end  balance sheet data was derived from
audited  financial  statements.  These statements should be read in conjunction
with the Company's audited consolidated financial statements for the year ended
December 31,  2001,  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, 2002 and 2001 are not necessarily indicative of the results for
a full year.

2. RECLASSIFICATIONS

     Certain  reclassifications  have been made to the previously reported 2001
financial statement to conform with the 2002 presentation.

3. EARNINGS PER COMMON SHARE

     The Company  calculates  earnings  per share  ("EPS") in  accordance  with
Statement  of  Financial   Accounting  Standards  No.  128.  Following  is  the
reconciliation of the numerators and denominators of the basic and diluted EPS.
There were no outstanding common stock equivalents in these periods.
<TABLE>

                                                      Three Months Ended
Numerator                                             2002          2001
                                                      ----          ----

<S>                                               <C>          <C>
       Net income                                 $   8,180    $  191,625
       Dividends on preferred shares                (28,286)      (25,714)
                                                 ----------   ------------
 Net income(loss) available to common
        shareholders for basic and diluted EPS      (20,106)      165,911
Denominator
       Weighted average common shares            10,618,224    10,618,224
       outstanding for basic and diluted EPS
</TABLE>




<PAGE>
                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)

4. REVOLVING LINE OF CREDIT

     The Company has a $7.0  million  line of credit that matures on October 1,
2003.  Advances  under  this  revolving  line of credit  are  limited to 70% of
eligible accounts receivable. The interest rate is based upon certain financial
covenants  and may range from prime to prime plus .5%. At March 31,  2002,  the
interest  rate on  this  line of  credit  was  $5.0%.  The  Company's  accounts
receivable,  property,  and  other  assets  collateralize  advances  under  the
agreement.  Borrowings up to $1 million are  guaranteed by the Chief  Executive
Officer and Chief  Financial  Officer of the Company.  At March 31,  2002,  the
outstanding borrowings on this line of credit were $6.6 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.

5. MINORITY INTEREST

     The Company  entered  into an  agreement  with  certain key  employees  of
Carolina National Transportation,  Inc. ("Carolina"), a wholly owned subsidiary
of the Company, in which these employees will earn up to 40% ownership interest
in Carolina  over a three year period,  beginning in the year  following  which
Carolina  achieves  positive   retained   earnings,   contingent  upon  certain
restrictions,  including  continued  employment at Carolina.  In 2001, Carolina
achieved positive retained earnings.  As a result, the Company will incur total
compensation  expense of $400,000 over the  three-year  vesting  period.  These
employees  will receive 15%  ownership  in Carolina at December  31,  2002,  an
additional 15% at December  2003, and a 10% ownership  interest at December 31,
2004.  For the  three  months  ended  March  31,  2002,  the  Company  incurred
compensation expense of $37,500 as a result of this agreement. The Company also
recognized  minority  interest  expense of $14,353  relating to the  employees'
portion of Carolina's net income for the three months ended March 31, 2002.

6. LEGAL SETTLEMENT

     Cam Regional Transport and Laurel Mountain Leasing, Inc. filed a complaint
against the Company in 1994,  which alleged  breach of contract,  claiming that
Trailblazer  Transportation,  Inc. a  subsidiary  of the  Company  which  filed
bankruptcy,  failed  to abide by a  purchase  agreement  entered  into with Cam
Regional  Transport,  Inc. and Laurel Mountain Leasing,  Inc. In addition,  two
individuals  affiliated  with  these  companies  claimed  breach of  employment
contracts against the Company.

     In May  2002,  judgment  was  rendered  on  these  claims  in favor of the
plaintiff.  Under the terms of the initial court  filing,  the Company must pay
damages of $500,000.  As a result,  the Company  increased its accrual for this
litigation  to  $500,000 by  recording  a charge of  $360,000  relating to this
litigation for the three months ended March 31, 2002.






<PAGE>

                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)

7. CONVERSION OF REDEEMABLE PREFERRED STOCK

     On February  19,  2002,  the  company's  board of  directors  approved the
conversion  of all of the  outstanding  Series  A  redeemable  preferred  stock
(1,094,224  shares) plus all accrued  dividends,  into 1,000,000  shares of the
Company's  common stock.  As of May 14, 2002,  the  conversion has not yet been
finalized  and  therefore is not  reflected  on the balance  sheet at March 31,
2002.  The  following  shows  proforma  earning per common  share  assuming the
preferred stock has been converted as of the earliest date presented.
<TABLE>

          Three Months ended March 31,        2002                2001
          ------------------------------------------------------------

          <S>                               <C>                 <C>
           Basic and Diluted Net Income per
            Common share                     $0.00               $0.02

</TABLE>




Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION.

Results of Operations

     You should read the following  discussion regarding the Company 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 2002 and beyond may
differ materially from those expressed in, or implied by these  forward-looking
statements. See cautionary note regarding 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, 2002 and 2001 and in
the  Company's  Form 10-K for its fiscal  year ended  December  31,  2001,  are
essential  to an  understanding  of the  comparisons  and are  incorporated  by
reference into the discussion that follows.

 Three months ended March 31, 2002 Compared to the three months ended March 31,
 2001

     The  Company's  operating  revenues  increased  from $15.1 million for the
three months ended March 31, 2001 to $22.1 million for the same period in 2002.
This is an increase of 46.1%.  This increase is  attributable  to the continued
growth at Carolina National Transportation, the opening of a new operation that
specialized  in over-size  loads at Keystone  Lines,  the addition of new inter
modal  operations  at  Keystone  Lines,  and the new  operations  of  Transport
Leasing, Inc. and ERX Transportation.

     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 plus commission expense increases
or  decreases  in  proportion  to the  revenue  generated  through  independent
contractors. At March 31, 2001 purchased transportation was 75.3% of revenue in
comparison to 76.0% at March 31, 2002. The increase in purchased transportation
is offset by the decrease in commission.





<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION (continued).

 Three months ended March 31, 2002 Compared to the three months ended March 31,
 2001 (continued)



     Commissions  to agents and brokers are  primarily  based on  contractually
agreed-upon  percentages of revenue.  At March 31, 2001 commission was 11.6% of
revenue in comparison to 9.2% at March 31, 2002. This decrease of 2.4% resulted
partially from revenues  reported for several new offices that opened last year
that do not have offsetting  commission expense as related to revenue.  Several
of these new offices  hire  employees as opposed to agents,  who would  receive
commission  based on a  percentage  of  revenue.  The  additional  decrease  in
commission is offset by the increase in purchased transportation.

     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.  Insurance and claims  increased  slightly at 3.5% of revenue for March
31, 2002 verses 2.7% of revenue at March 31, 2001.  The slight  increase can be
attributed mainly to the increase of certain operations' insurance rates.

     Salaries,  wages,  fringe  benefits,  and  other  operating  expenses  are
principally  non-variable  expenses  and  therefore  will  not  typically  vary
directly as a percentage of the Company's revenue.  Salaries, wages, and fringe
benefits  were 3.6% of revenue at March 31, 2001 but  increased as a percentage
of  revenue  at  March  31,  2002 to  4.6%.  This is an  increase  of 1.0% as a
percentage of revenue and can be attributed to two newer  divisions who utilize
employees  that  are  paid a  salary  instead  of  agents  who  would  be  paid
commissions.  Other operating  expenses as a percentage of revenue increased by
..4% of revenue.  At March 31, 2001  operating  expenses were 4.1% of revenue in
comparison to 4.5% at March 31, 2002.  The increase can be attributed to higher
operating  expenses in  connection  with new offices  that opened in the fourth
quarter of 2001.

 The following table set forth the percentage relationships of expense items to
 revenue for the three months ended March 31, 2002 and March 31, 2001:

<TABLE>
                                                      2002      2001
                                                     ------    ------

<S>                                                   <C>      <C>
Revenue                                               100.0%   100.0%
Operating expenses:
    Purchased transportation                           76.0     75.3
    Commissions                                         9.2     11.6
    Insurance and claims                                3.5      2.7
    Salaries, wages and fringe benefits                 4.6      3.6
    Other operating expenses                            4.5      4.1
                                                     -------   ------
     Total operating expenses                          97.8     97.3
                                                      ------   ------
Operating income                                        2.2      2.7

</TABLE>

<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION (continued).

     Based on the changes in revenue and expenses  discussed  above,  operating
income  increased by $62,255 from $410,975 for the three months ended March 31,
2001 to $473,230 for the three months  ended March 31,  2002.  While  operating
income increased for the three months ended March 31, 2002 in comparison to the
previous year,  operating income as a percentage of revenue actually decreased,
from 2.7% for the three months ended March 31, 2001 to 2.2% for the same period
in  2002.  This  decrease  is due to  higher  operating  expenses  relating  to
terminals opened in the last quarter of 2001.

     Interest expense decreased by $71,449 in 2002.  Interest at March 31, 2001
was $206,916  and at March 31, 2002  interest was  $135,467.  This  decrease in
interest  expense is attributable to continued  decrease in the prime rate. The
rate on the Company's loan with Firstar is currently based on certain financial
covenants and may range from prime to prime plus .5%.

     Non-operating  expense,  exclusive  of interest  expense,  increased  from
$12,434 for the three  months  ended  March 31, 2001 to $315,230  for the three
months ended March 31,  2002.  The increase  was  primarily  attributable  to a
$360,000 expense  incurred for the three months ended March 31, 2002,  relating
to a court ruling on litigation against the Company.

     Net income for the three months  ended March 31, 2002 was $8,180  compared
with $191,625 for the same period in 2001.

Liquidity and Capital Resources

     As of March 31,  2002,  the Company had a net  deficiency  in  shareholder
equity of $1.0 million.

    Net cash provided by (used in) operating activities decreased $851,241 from
$283,215 for the three months ended March 31, 2001 to $(568,026) for the three
months ended March 31, 2002. The cash used in operating activities increased
mainly due to an increase in accounts receivable resulting from the Company
opening additional terminals during the last quarter of 2001.

     Net cash used in investing activities decreased $601,446 from $613,573 for
the three  months  ended March 31, 2001 to $12,127 for the three  months  ended
March 31, 2002.  Net cash used in investing  activities  during the first three
months of 2001 related to the investment in additional equipment.

     Net cash  provided  by  financing  activities,  primarily  generated  from
additional  borrowings,  decreased  $72,265 from  $330,358 for the three months
ended March 31, 2001 to $258,093 for the three months ended March 31, 2002.

     Management is currently  engaged in negotiations  with Firstar to increase
the line of credit from $7.0 million to $10.0 million. We believe this increase
will be adequate for our future working capital needs.

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.  However,  due to
the highly  competitive  nature of the truckload motor carrier industry,  it is
possible  that future  freight rates and cost of purchased  transportation  may
fluctuate, affecting the Company's profitability.

<PAGE>
Certain Relationships and Related Transactions.

     The Company leases office space for its headquarters in Gary, Indiana, for
$3,000  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. Messrs. Kibler and
Antonson own the property as joint tenants.

     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.

     The Company has  approximately  $153,000 of other accounts  receivable due
from entities under common control.

     One of the Company's insurance providers, American Inter-Fidelity Exchange
(AIFE),  is managed by a Director  of the Company and the Company has a deposit
with the Provider.

     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 $3.5 million.


PART II. OTHER INFORMATION

Item 1 LEGAL PROCEEDINGS

     Cam Regional Transport and Laurel Mountain Leasing, Inc. filed a complaint
against the Company in 1994,  which alleged  breach of contract,  claiming that
Trailblazer  Transportation,  Inc. a  subsidiary  of the  Company  which  filed
bankruptcy,  failed  to abide by a  purchase  agreement  entered  into with Cam
Regional  Transport,  Inc. and Laurel Mountain Leasing,  Inc. In addition,  two
individuals  affiliated  with  these  companies  claimed  breach of  employment
contracts against the Company.

     In May  2002,  judgment  was  rendered  on  these  claims  in favor of the
plaintiff.  Under the terms of the initial court  filing,  the Company must pay
damages of $500,000.  As a result,  the Company  increased its accrual for this
litigation  to  $500,000 by  recording  a charge of  $360,000  relating to this
litigation for the three months ended March 31, 2002.




















<PAGE>
Item 6(b).  Reports on Form 8-K

     No Reports on Form 8-K have been filed during the quarter.






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 there unto duly authorized.


US 1 Industries, Inc.


Michael E. Kibler
President



Harold E. Antonson
Chief Financial Officer

May 14, 2002