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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.
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(Exact name of registrant as specified in charter)
FLORIDA
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(State or other jurisdiction of incorporation)
000-21325 65-0226813
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(Commission File Number) (IRS Employer Identification No.)
8305 N.W. 27TH STREET, SUITE 107
MIAMI, FLORIDA 33122
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(Address of principal executive offices)
(305) 593-8015
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(Registrant's telephone number, including area code)
(NOT APPLICABLE)
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(Former name or former address, if changed since last report)
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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.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
16. Letter of KPMG LLP addressed to the Securities and Exchange Commission
dated July 23, 2001.
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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.
Dated: July 23, 2001 By:/s/ PAUL I. MANSUR
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Paul I. Mansur
Chief Executive Officer
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EXHIBIT INDEX
16. Letter of KPMG LLP addressed to the Securities and Exchange Commission
dated July 23, 2001.