8-K

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): February 14, 2005

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. 27^th Street, Suite 107, Miami, Florida 33122

(Address of principal executive office)

(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 8.01. Other Events.

     SystemOne Technologies Inc. (the “Registrant”) announced today that it filed a Form 15 with the Securities and Exchange Commission (the “SEC”) to terminate the registration of the Registrant’s common stock, par value $.001 per share, and suspend its duty to file reports under Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended. After careful consideration it was determined that deregistering was in the overall best interest of the Registrant and its shareholders. Upon the filing of the Form 15, the obligation of the Registrant to file with the SEC certain specified reports and forms, including reports on forms 10-KSB, 10-QSB, 8-K, and the Registrant’s proxy statement will be suspended. The deregistration will not become effective until the SEC terminates the registration, which is expected to occur within 90 days of the filing of the Form 15.

     As a result of deregistering with the SEC, the Registrant’s common stock will no longer be eligible for trading on the Over-the-Counter Bulletin Board. The Registrant’s securities may be traded over the counter on the Pink Sheets, but the Registrant can make no assurance that any broker will make a market in the Registrant’s common stock. The “Pink Sheets” is a centralized quotation service that collects and publishes market maker quotes in real time, primarily through its web site, http://www.pinksheets.com/. Additionally, the Registrant intends to continue to provide annual financial statements to its shareholders in accordance with Florida law and presently intends to report its quarterly and annual financial results on the Pink Sheets web site under the Registrant’s ticker symbol.

     A copy of the Registrant’s press release announcing the deregistration of its securities is incorporated herein by reference and is filed as exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

          99.1  Press release of SystemOne Technologies Inc., dated February 14, 2005, announcing the delisting of the Registrant’s securities.

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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: February 14, 2005	By:	/s/ Paul I. Mansur
		Paul I. Mansur
		Chief Executive Officer

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Index to Exhibits

Exhibit No.		Exhibit Title
	99.1	Press release of SystemOne Technologies Inc., dated February 14, 2005, announcing the delisting of the Registrant’s securities.

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EX-99.1

Exhibit 99.1

Press Release

SYSTEMONE TECHNOLOGIES INC. FILES NOTICE OF DEREGISTRATION OF ITS SECURITIES

     Miami, FL, February 14, 2005 – SystemOne Technologies Inc. (OTCBB: STEK), today announced it filed a Form 15 with the United States Securities and Exchange Commission, voluntarily deregistering its securities and suspending its duty to file reports under Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended. Any publicly-traded company with fewer than 300 holders of record of its common stock is eligible to take this action. SystemOne expects the deregistration to become effective within 90 days of the filing of the Form 15. As a result of the Form 15 filing, SystemOne’s obligations to file certain reports and forms with the SEC, including Forms 10-KSB, 10-QSB and 8-K, will be suspended as of the date of the actual filing of the Form 15 and will cease as of the date the filing becomes effective.

     As a result of deregistering with the SEC, SystemOne’s common stock will no longer be eligible for trading on the Over-the-Counter Bulletin Board. SystemOne’s securities may be traded over the counter on the Pink Sheets, but SystemOne can make no assurance that any broker will make a market in SystemOne’s common stock. The “Pink Sheets” is a centralized quotation service that collects and publishes market maker quotes in real time, primarily through its web site, http://www.pinksheets.com/. Additionally, SystemOne intends to continue to provide annual financial statements to its shareholders in accordance with Florida law and presently intends to report its quarterly and annual financial results on the Pink Sheets web site under SystemOne’s ticker symbol.

     Commenting on the announcement, Paul I. Mansur, Chief Executive Officer of SystemOne, said, “It is becoming increasingly expensive to be a public company. We have made a careful consideration of the advantages and disadvantages of continuing registration and the high costs and demands on management time arising from compliance with SEC, the Sarbanes-Oxley Act and NASD requirements. We believe that this is an unnecessary burden for a small company like ours. Deregistering will significantly benefit SystemOne by reducing expenses and avoiding even higher future expenses. We believe that our long term success can be better influenced by spending our cash and time on those items that more directly drive our business.”

     Founded in 1990, SystemOne 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 eleven patents for its products, which incorporate environmentally friendly, 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 that involves risks and uncertainties that could cause actual events to differ. Such uncertainties include the ability to enter into satisfactory arrangements with distributors and other resellers of SystemOne’s parts washers; the ability of SystemOne and any such distributors to penetrate the market for parts washers and to offer the SystemOne parts washers on commercial terms and prices that will be attractive to customers; and the sufficiency of SystemOne’s financial resources to fund the Company’s operations pending the development of sources of revenue that will be sufficient to sustain SystemOne’s operations. Any failure to obtain new distributors in a timely manner could have a material adverse effect on SystemOne’s results of operations, cash flows and financial condition. 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.

     For further information contact SystemOne CEO Paul I. Mansur at (305) 593-8015. Detailed information about SystemOne can be found on the company’s website (www.systemonetechnologies.com) or by viewing the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission.