8-K

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

Date of report (Date of earliest event reported): November 12, 2004

SYSTEMONE TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in its Charter)

Florida	000-21325	65-0226813
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

8305 N.W. 27th Street, Suite 107, Miami, Florida 33122

(Address of principal executive offices) (Zip Code)

(305) 593-8015

(Registrant’s telephone number, including area code)

Not Applicable

(Former Names or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On November 12, 2004, the Registrant issued a press release announcing its financial results for the three and nine month periods ended September 30, 2004. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

     The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

99.1 Press release of SystemOne Technologies Inc. (the “Registrant”), dated November 12, 2004, reporting financial results for the three and nine month periods ended September 30, 2004 (furnished and not filed herewith solely pursuant to Item 2.02).

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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.
Date: November 12, 2004	By:	/s/ Oscar Sanchez
		Oscar Sanchez
		Controller & Principal Financial Officer

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Index to Exhibits

Exhibit No.	Exhibit Title
99.1	Press release of SystemOne Technologies Inc., dated November 12, 2004, reporting financial results for the three and nine month periods ended September 30, 2004 (furnished and not filed herewith solely pursuant to Item 2.02).

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EX-99.1

Exhibit 99.1

Press Release

SystemOne Technologies Reports Third Quarter 2004 Results

MIAMI, Florida, November 11, 2004—SystemOne Technologies Inc. (OTC BB:STEK.OB) today reported its third quarter 2004 operating results.

Revenues for the three months ended September 30, 2004 were $817,000 compared to revenues of $5,519,000 in the corresponding period of 2003, an 85.2% decrease. The Company reported an operating loss for the three months ended September 30, 2004 of $482,000 compared with an operating profit of $1,102,000 in the corresponding period of 2003. The Company’s net loss for the three months ended September 30, 2004 was $795,000 or a loss of 16 cents per share, compared with a net profit of $480,000 or a profit of 10 cents per share, in the corresponding period of 2003. The Company’s net loss to common stock after preferred dividends for the three months ended September 30, 2004 was $1,212,000 or a loss of 24 cents per share, compared with a net loss of $86,000 or a loss of 2 cents per share, in the corresponding period of 2003.

Revenues for the nine months ended September 30, 2004 were $1,659,000 compared to revenues of $16,829,000 in the corresponding period of 2003, a 90.1% decrease. The Company reported an operating loss for the nine months ended September 30, 2004 of $2,204,000 compared with an operating profit of $3,901,000 in the corresponding period of 2003. The Company’s net profit for the nine months ended September 30, 2004 was $10,868,000 or a profit of $2.19 per share, compared with a net profit of $1,926,000 or a profit of 39 cents per share, in the corresponding period of 2003. The Company’s net profit to common stock after preferred dividends for the nine months ended September 30, 2004 was $9,366,000 or a profit of $1.89 per share, compared with a net profit of $257,000 or a profit of 5 cents per share, in the corresponding period of 2003.

The Company’s net profit for the nine months ended September 30, 2004 of $9,366,000 includes one time gains on the extinguishment of debt in the amount of $10,217,000 and $4,000,000 on the Safety-Kleen settlement.

Chief Executive Officer Paul I. Mansur stated, “We continue to progress with the development of our national third party distribution network as the Company transitions from its exclusive distribution arrangement with Safety-Kleen. We have appointed 25 distributors to date representing approximately half of the planned national distribution network of 50 distributors.”

Founded in 1990, SystemOne Technologies designs, manufactures, sells and supports a full range of self contained, recycling industrial parts washing products for use in the automotive, aviation, marine and general industrial markets. The Company has been awarded 11 U.S. patents and 13 foreign patents for its products which incorporate innovative, proprietary resource recovery and waste minimization technologies. The Company is headquartered in Miami, Florida.

This press release contains forward-looking statements regarding future events and the future performance of SystemOne Technologies that involves risks and uncertainties that could cause actual events to differ materially including the Company’s ability to successfully complete the development of its national third party distribution network.. We refer you to the documents that SystemOne Technologies files from time to time with the Securities and Exchange Commission which contain important factors that could cause its results to differ from its current expectations.

CONTACT: SystemOne Technologies Inc.
Paul I. Mansur, Chief Executive Officer, 305/593-8015

SYSTEMONE TECHNOLOGIES INC.
CONDENSED BALANCE SHEETS

(In thousands, except share and per share data)

	September 30,			December 31,
	2004			2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,534		$	8,359
Receivables, net of allowance of $4 and $0		430			7
Inventories, net of obsolescence reserve of $193 and $183		2,231			1,745
Prepaid and other assets		107			386
Assets held for sale		39			39
Total current assets		7,341			10,536
Property and equipment, net		420			540
Other assets		63			197
Total assets	$	7,824		$	11,273
LIABILITIES, REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	999		$	1,165
Warranty accrual		199			241
Deferred revenue		24			64
Current installments of long-term debt and obligations under capital leases		101			31
Total current liabilities		1,323			1,501
Long-term debt		15,117			29,150
Warranty accrual, non-current		70			176
Total liabilities		16,510			30,827
Commitments and contingencies
Redeemable convertible preferred stock, $1.00 par value per share. Authorized 1,500,000 shares, 209,569 issued and outstanding (197,376 in 2003), at liquidation value		20,957			19,738
Less unamortized discount		—			(283	)
Net redeemable convertible preferred stock		20,957			19,455
Stockholders’ deficit:
Common stock, $0.001 par value per share. Authorized 25,000,000 shares, issued and outstanding 4,960,087		5			5
Additional paid-in capital		20,723			20,723
Deficit		(50,371	)		(59,737	)
Total stockholders’ deficit		(29,643	)		(39,009	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	7,824		$	11,273

SYSTEMONE TECHNOLOGIES INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(Unaudited)
(In thousands, except share and per share data)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2004			2003			2004			2003
Revenue	$	817		$	5,519		$	1,659		$	16,829
Cost of goods sold		647			3,470			1,470			10,347
Gross profit		170			2,049			189			6,482
Operating expenses:
Selling, general and administrative		577			863			2,115			2,306
Research and development		75			84			278			275
Total operating expenses		652			947			2,393			2,581
Operating (loss) income		(482	)		1,102			(2,204	)		3,901
Other (expense) income:
Safety-Kleen termination fee income		—			—			4,000			—
Gain on Notes repurchase		—			—			10,217			—
Interest expense		(350	)		(754	)		(1,047	)		(2,324	)
Interest income		17			139			42			389
Other (expense) income, net		(333	)		(615	)		13,212			(1,935	)
(Loss) income before income tax provision		(815	)		487			11,008			1,966
Income tax benefit (provision)		20			(7	)		(140	)		(40	)
Net (loss) income		(795	)		480			10,868			1,926
Dividends and accretion of discount on redeemable convertible preferred stock		(417	)		(566	)		(1,502	)		(1,669	)
Net (loss) income available to common shares	$	(1,212	)	$	(86	)	$	9,366		$	257
Basic net (loss) income per common share	$	(.24	)	$	(.02	)	$	1.89		$	.05
Diluted net (loss) income per common share	$	(.24	)	$	(.02	)	$	.98		$	.04