-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HdvRQRlNEi500e11fve6jvIHVAQfRQbveXNCquJLOZgTbb+a5/yZLgd4PomORhf4 AhgjzxHZIFT6yzRFnYCi5w== 0000950144-01-504736.txt : 20010724 0000950144-01-504736.hdr.sgml : 20010724 ACCESSION NUMBER: 0000950144-01-504736 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010716 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMONE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21325 FILM NUMBER: 1686105 BUSINESS ADDRESS: STREET 1: 8305 NW 27TH ST STREET 2: STE 107 CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055938015 MAIL ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 FORMER COMPANY: FORMER CONFORMED NAME: MANSUR INDUSTRIES INC DATE OF NAME CHANGE: 19960717 8-K 1 g70624e8-k.txt SYSTEMONE TECHNOLOGIES 1 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 Date of Report (Date of earliest event reported): July 16, 2001 SYSTEMONE TECHNOLOGIES INC. ------------------------------------------------------ (Exact name of registrant as specified in charter) FLORIDA ------------------------------------------------------ (State or other jurisdiction of incorporation) 000-21325 65-0226813 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 8305 N.W. 27TH STREET, SUITE 107 MIAMI, FLORIDA 33122 -------------------- (Address of principal executive offices) (305) 593-8015 -------------- (Registrant's telephone number, including area code) (NOT APPLICABLE) -------------------- (Former name or former address, if changed since last report) 2 ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT KPMG LLP ("KPMG") was previously the principal accountants for SystemOne Technologies Inc. (the "Company"). On July 16, 2001, KPMG's appointment as principal accountants was terminated. The decision to change accountants and appoint BDO Seidman LLP ("BDO Seidman") was recommended by the Company's Audit Committee and approved by the Board of Directors. In connection with the audits of the two fiscal years ended December 31, 2000, and the subsequent interim period through July 16, 2001 there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of KPMG, would have caused them to make reference to the subject matter thereof in connection with their opinion. During its audit of the Company's financial statements as of and for the year ended December 31, 1999, KPMG reported to the Company's Audit Committee a material weakness in internal control relating to the recording of revenue and a reportable condition in internal control relating to the Company's periodic accounting closing process. Such material weakness and reportable condition did not prevent KPMG from issuing their audit report on such financial statements and in the course of their audit of the Company's financial statements for the year ended December 31, 2000, KPMG did not communicate to the Company any material weakness or reportable condition. We have authorized KPMG to respond fully to the inquiries of BDO Seidman concerning the subject matter of such material weakness and reportable condition. KPMG's reports on the financial statements of the Company for the two most recent fiscal years did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows: KPMG's auditors' report on the financial statements of the Company as of and for the years ended December 31, 2000 and 1999, contained a separate paragraph stating that, as more fully described in Note 2 to the financial statements, "the Company has suffered recurring losses from operations primarily resulting from the significant expenses incurred in the establishment of its national direct marketing and distribution organization and has a net capital deficiency. The Company may also need to raise additional capital that may be required to pay maturing issues of long term debt and redeemable convertible preferred stock. These factors raise substantial doubt about the Company's ability to continue as a going concern." Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. A letter from KPMG is attached as Exhibit 16. 2 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 16. Letter of KPMG LLP addressed to the Securities and Exchange Commission dated July 23, 2001. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYSTEMONE TECHNOLOGIES INC. Dated: July 23, 2001 By:/s/ PAUL I. MANSUR ------------------------- Paul I. Mansur Chief Executive Officer 4 5 EXHIBIT INDEX 16. Letter of KPMG LLP addressed to the Securities and Exchange Commission dated July 23, 2001. EX-16 2 g70624ex16.txt LETTER OF KPMG TO SEC 1 EXHIBIT 16 Securities and Exchange Commission Washington, D.C. 20549 July 23, 2001 Ladies and Gentlemen: We were previously principal accountants for SystemOne Technologies Inc. and, under the date of March 2, 2001, we reported on the financial statements of SystemOne Technologies Inc. as of and for the years ended December 31, 2000 and 1999. On July 16, 2001, our appointment as principal accountants was terminated. We have read SystemOne Technologies Inc.'s statements included under Item 4 of its Form 8-K dated July 16, 2001, and we agree with such statements, except that we are not in a position to agree or disagree with SystemOne Technologies Inc.'s statement that the change was recommended by the audit committee and approved by the board of directors. Very truly yours, /s/ KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----