<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A

                                      No. 2

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                          COMMISSION FILE NO. 000-21325

           SYSTEMONE TECHNOLOGIES INC. (F/K/A MANSUR INDUSTRIES INC.)
        (Exact name of Small Business Issuer as Specified in its Charter)

                 Florida                                65-0226813
     -------------------------------                 ------------------
     (State or Other Jurisdiction Of                  (I.R.S. Employer
      Incorporation or Organization)                 Identification No.)

                              8305 N.W. 27th Street
                                    Suite 107
                              Miami, Florida 33122
                                 (305) 593-8015
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)


<PAGE>   2

EXPLANATORY NOTE

         This Amendment No. 2 to the Form 10-KSB for the fiscal year ended
December 31, 2000 of SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.)
is being filed to add Part III of the Form 10-KSB, which was omitted in reliance
on General Instruction E(3) thereto.

                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Our directors and executive officers are as follows:

<TABLE>
<CAPTION>
                      NAME                           AGE                           POSITION
---------------------------------------------        ---      --------------------------------------------------
<S>                                                  <C>      <C>
Pierre G. Mansur.............................         49      Chairman of the Board, President and Director

Paul I. Mansur...............................         50      Chief Executive Officer and Director

Paul A. Biddelman............................         55      Director

Kenneth C. Leung.............................         56      Director

Steven M. Healy..............................         38      Director of Finance and Controller
</TABLE>

         PIERRE G. MANSUR founded SystemOne Technologies Inc. and has served
as our Chairman and President since our inception in November 1990. From June
1973 to August 1990, Mr. Mansur served as President of Mansur Industries Inc., a
privately held New York corporation, that operated a professional race engine
machine shop. Mr. Mansur has over twenty years of advanced automotive and
machinery operations experience including developing innovative automotive
machine shop applications; designing, manufacturing, customizing, modifying and
retooling high performance engines and component parts; developing state of the
art automotive and powerboat race engines which have consistently achieved world
championship status; and providing consulting services and publishing articles
with respect to automotive technical research data. Mr. Mansur has conducted
extensive research and development projects for several companies, including
testing and evaluating engine parts and equipment for Direct Connection, a high
performance racing division of the Chrysler Corporation; researching and
developing specialized engine piston rings and coatings for Seal Power
Corporation; researching high-tech plastic polymers for internal combustion
engines for ICI Americas; and designing and developing specialized high
performance engine oil pan applications. Pierre Mansur is the brother of Paul I.
Mansur. Pierre Mansur is a graduate of the City University of New York.

         PAUL I. MANSUR has been our Chief Executive Officer and a Director of
ours since September 1993. From September 1986 to July 1993, Mr. Mansur served
as Chief Executive Officer of Atlantic Entertainment Inc., a privately held
regional retail chain of video superstores. From March 1981 to September 1986,
Mr. Mansur served as the Chief Executive Officer and President of Ameritrade
Corporation, a privately held international distributor of factory direct duty
free products. From June 1972 to March 1981, Mr. Mansur held various finance and
operation positions, including Assistant Vice President Finance and Operations
for Mott's USA, Inc., a division of American Brands. Paul Mansur is the brother
of Pierre G. Mansur. Paul Mansur is a graduate of the City University of New
York.

         PAUL A. BIDDELMAN has been a Director of ours since May 2000. Mr.
Biddelman is President of Hanseatic Corporation, a private investment company
and a significant shareholder of ours. Mr. Biddelman joined Hanseatic early in
1992 from a merchant banking firm, which he co-founded in 1991. Prior to that he
was a Managing Director in Corporate Finance at Drexel Burnham Lambert
Incorporated where he was active primarily in financing middle-market industrial
companies. He holds an MBA from Harvard Business School, a JD from Columbia Law


<PAGE>   3
School, and a BS from Lehigh University. Mr. Biddelman serves on the Board of
Directors of Celadon Group, Inc., Instituform Technologies, Inc., Premier Parks,
Inc., and Star Gas LLC (the general partner of Star Gas L.P.).

         KENNETH C. LEUNG has been a Director of ours since May 2000. Mr. Leung
is a Managing Director and heads the Corporate Finance Department of Sanders
Morris Harris in New York City and is the Chief Investment Officer of
Environmental Opportunities Funds I and II, each a significant shareholder of
ours. Prior to joining Sanders Morris Harris in 1995, Mr. Leung was a Managing
Director at Salomon Smith Barney Inc., an investment banking firm. Mr. Leung
holds an MBA in Finance from Columbia University and a BA in History from
Fordham College. He serves on the Board of Directors of Zahren Alternative Power
Corp., Avista Resources, Inc., Synagro Technologies, Inc., Northstar Passenger
Services Ltd. and U.S. Plastic Lumber Corporation.

         STEVEN M. HEALY has been our Director of Finance and Controller since
July 2000. Prior to that and since March 1997, Mr. Healy served as Director of
Finance for Radiant Oil Company, Inc., a privately held fuel distributor,
convenience store operator and real estate company. From January 1993 to March
1997, he served as Controller of United Leisure Industries, Inc. a privately
held vertically integrated manufacturer, distributor and retailer for sport and
recreational equipment. From January 1987 to December 1992 Mr. Healy served as
an auditor for Deloitte & Touche LLP. Mr. Healy is a CPA and a graduate of the
University of Florida.


COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

         During 2000, the Board of Directors held three meetings. Each Director
attended more than 75% of the total number of meetings of the Board of Directors
and committees on which he served.

         The Board of Directors has a standing Audit Committee and Compensation
Committee. We do not have a nominating committee. Our Board of
Directors performs the functions of a nominating committee.

         During 2000, the Audit Committee consisted of Messrs. Biddelman and
Leung. The Audit Committee held one meeting during 2000. The duties and
responsibilities of the Audit Committee include (a) recommending to the Board
the appointment of our auditors and any termination of engagement, (b) reviewing
the plan and scope of audits, (c) reviewing our significant accounting policies
and internal controls and (d) having general responsibility for all related
auditing matters.

         During 2000, the Compensation Committee consisted of Messrs. Biddelman
and Leung. The Compensation Committee held one meeting during 2000. The
Compensation Committee reviews and approves the compensation of our executive
officers and administers our stock option plan.

ADDITIONAL INFORMATION CONCERNING DIRECTORS

         None of our Directors receives any fee for attendance at meetings of
the Board of Directors or committees thereof, although members of the Board of
Directors do receive reimbursement for actual travel-related expenses incurred
in connection with their attendance at meetings of the Board of Directors. Our
Directors who are also employees of ours do not receive additional compensation
for their services as Directors.

         Directors are eligible to receive options under our 1996 Executive
Incentive Compensation Plan. The incentive plan provides for an automatic grant
of an option to purchase 3,500 shares of our common stock, par value $.001 per
share, upon a person's election as a non-employee Director, as well as an
automatic annual grant of an option to purchase 3,500 shares of common stock on
the day we issue our earnings release for the prior fiscal year.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who own more than ten
percent of our outstanding common stock, to file with the Securities


<PAGE>   4
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of equity securities of the Company. Such persons are
required by SEC regulation to furnish us with copies of all such reports they
file.

         To our knowledge, based solely on a review of the copies of such
reports furnished to us and written or oral representations that no other
reports were required for such persons, all Section 16(a) filing requirements
applicable to our officers, directors and greater than ten percent (10%)
beneficial owners have been complied with, except for the Form 3, Initial
Statement of Ownership of Securities ("Form 3"), and two Forms 4, Statement of
Changes in Beneficial Ownership, reporting three transactions, which should have
been filed by Environmental Opportunities Fund II (Institutional), L.P., and a
Form 3 which should have been filed by Steven M. Healy in August 2000. Mr.
Healy's Form 3 was subsequently filed as a part of the Form 5 Annual Statement
of Beneficial Ownership he filed in February 2001.


<PAGE>   5

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth, for the years ended December 31, 2000,
1999 and 1998, the aggregate compensation awarded to, earned by or paid to
Pierre G. Mansur, our Chairman and President, and Paul I. Mansur, our Chief
Executive Officer (collectively, the "named executive officers"). None of our
other officers earned compensation in excess of $100,000 during 2000. We did not
grant any restricted stock awards or stock appreciation rights or make any
long-term incentive plan payouts during these three fiscal years.

<TABLE>
<CAPTION>
                                                      ANNUAL COMPENSATION
                                     --------------------------------------------------
             NAME AND                                                      OTHER ANNUAL
        PRINCIPAL POSITION           YEAR        SALARY         BONUS      COMPENSATION
--------------------------------     ----      ---------      ---------    ------------
<S>                                  <C>       <C>            <C>          <C>
Pierre G. Mansur................     2000      $ 150,000             --      $ 8,040(1)
   Chairman and President            1999      $ 150,000      $ 150,000      $ 8,040(1)
                                     1998      $ 130,000             --      $ 8,040(1)

Paul I. Mansur..................     2000      $ 150,000(2)          --      $ 8,570(1)
     Chief Executive Officer         1999      $ 150,000             --      $ 5,099(1)
                                     1998      $ 130,000             --      $ 5,099(1)
</TABLE>

---------------
(1)      Automobile allowance.
(2)      Subject to a $50,000 holdback payable upon achieving certain operating
         results.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

         On July 1, 2000 we entered into an 18 month employment agreement with
Pierre G. Mansur, our Chairman of the Board and President, which employment
agreement is renewable at our option for an additional one year term. The
employment agreement provides that Mr. Mansur's base salary will be $160,000 per
annum during 2001 and if the agreement is renewed, will be $175,000 per annum
for 2002. During the term of the employment agreement and for three years
following the termination of his employment, Mr. Mansur is prohibited from
disclosing any confidential information, including without limitation,
information regarding our patents, research and development, manufacturing
processes or knowledge or information with respect to our confidential trade
secrets. In addition, Mr. Mansur is prohibited from, directly or indirectly,
engaging in any business in substantial competition with us or any of our
affiliates and from becoming an officer, director or employee of any
corporation, partnership or any other business in substantial competition with
us or any of our affiliates for three years following such termination.

         We also entered into 18 month employment agreement with Paul I. Mansur,
our Chief Executive Officer, which employment agreement is renewable at our
option for an additional one year term. The employment agreement provides that
Mr. Mansur's base salary will be $160,000 per annum during 2001 and if the
agreement is renewed, will be $175,000 per annum for 2002. During the term of
the employment agreement and for three years following his termination of
employment, Mr. Mansur is prohibited from disclosing any confidential
information, including without limitation, information regarding our patents,
research and development, manufacturing process or knowledge or information with
respect to our confidential trade secrets. The employment agreement also
provides that Mr. Mansur is prohibited from, directly or indirectly, engaging in
any business in substantial competition with us or any of our affiliates and
from becoming an officer, director or employee of any corporation, partnership
or any other business in substantial competition with us or any of our
affiliates during the three years following such termination.


<PAGE>   6

INCENTIVE PLAN

         We adopted our incentive plan in September 1996 in connection with our
initial public offering of common stock. Our incentive plan provides for grants
of stock options, stock appreciation rights, restricted stock, deferred stock,
other stock-related awards and performance or annual incentive awards that may
be settled in cash, stock or other property. A total of 750,000 shares of our
common stock have been reserved for the grant of awards under our incentive
plan. The purpose of our incentive plan is to advance our interests by providing
additional incentive in attracting, motivating and retaining qualified
executives and other employees, officers, directors and independent contractors
by enabling plan participants to acquire or increase a proprietary interest in
our common stock in order to strengthen the mutuality of interests between plan
participants and our shareholders, and providing plan participants with annual
and long term performance incentives to expend their maximum efforts in the
creation of shareholder value.

         The persons eligible to receive awards under our incentive plan are our
officers, directors, employees and independent contractors. Under our incentive
plan, our non employee directors are only eligible to receive automatic formula
grants of stock options and restricted stock as described below, and the
independent contractors we engage are only eligible to receive stock options.

         Our incentive plan is administered by our compensation committee.
Subject to the terms of the incentive plan, our compensation committee is
authorized to select eligible persons to receive awards, determine the type of
and number of awards to be granted and the number of shares of common stock to
which awards will relate, specify times at which awards will be exercisable or
settleable (including performance conditions that may be required as a condition
thereof), set other terms and conditions of awards, prescribe forms of award
agreements, interpret and specify rules and regulations relating to the
incentive plan, and make any other determinations that may be necessary or
advisable for the administration of our incentive plan.

         In addition, our incentive plan imposes individual limitations on the
amount of certain awards in part to comply with Section 162(m) of the Internal
Revenue Code of 1986, as amended. Under these limitations, during any fiscal
year the number of options, stock appreciation rights, restricted shares of
common stock, deferred shares of common stock, shares granted as a bonus or in
lieu of other obligations owed by us, and other stock-based awards granted to
any one participant may not exceed 250,000 for each type of such award, subject
to adjustment in certain circumstances. The maximum amount that may be paid out
as a final annual incentive award or other cash award in any fiscal year to any
one participant is $1,000,000, and the maximum amount that may be earned as a
final performance award or other cash award in respect of a performance period
by any one participant is $5,000,000.

         Our incentive plan provides that each non-employee director shall
receive (i) on the date of his or her appointment as a director of ours, an
automatic grant of an option to purchase 3,500 shares of our common stock, and
(ii) each year, on the day we issue our earnings release for the prior fiscal
year, an automatic grant of an option to purchase 3,500 shares of common stock.
Such options will have a term of 7 years and become exercisable at the rate of
one-third per year commencing on the first anniversary of the date of grant;
provided, however, that the options become fully exercisable in the event that,
while serving as a director of ours, the non-employee director dies, or suffers
a "disability," or "retires", as such terms are defined in the incentive plan.
The per share exercise price of all options granted to non-employee directors
will be equal to the fair market value of a share of common stock on the date
such option is granted.


OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The table below sets forth the following information with respect to
options granted to the named executive officers during 2000 and the potential
realizable value of such option grants:

         -        the number of shares of common stock underlying options
                  granted during the year;

         -        the percentage that such options represent of all options
                  granted to employees during the year;

         -        the exercise price; and

         -        the expiration date.


<PAGE>   7

<TABLE>
<CAPTION>
                                                                    INDIVIDUAL GRANTS
                                         -------------------------------------------------------------------
                                          NUMBER OF       PERCENT OF TOTAL
                                          SECURITIES       OPTIONS/SARS
                                          UNDERLYING        GRANTED TO
                                         OPTIONS/SARS       EMPLOYEES IN       EXERCISE           EXPIRATION
               NAME                        GRANTED          FISCAL YEAR      PRICE ($/SH)           DATE
-----------------------------------      -------------    ----------------   ------------         ----------
<S>                                      <C>              <C>                <C>                  <C>
Pierre G. Mansur...................         25,532              6.5%            $6.75              3/1/07
    Chairman of the Board and
    President
Paul I. Mansur.....................         25,532              6.5%            $6.75              3/1/07
    Chief Executive Officer
</TABLE>

AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE

         The following table sets forth certain information concerning
unexercised stock options held by our named executive officers as of
December 31, 2000. No stock options were exercised by the named executive
officers during 2000. No stock appreciation rights have been granted or are
outstanding.

<TABLE>
<CAPTION>
                                                              NUMBER OF SECURITIES UNDERLYING
                                                               UNEXERCISED OPTIONS AT FY-END        VALUE OF UNEXERCISED IN-THE-
                                  SHARES                           DECEMBER 31, 2000(#)              MONEY OPTIONS AT FY-END(1)
                                ACQUIRED ON      VALUE        -------------------------------      ------------------------------
NAME                            EXERCISE(#)     REALIZED      EXERCISABLE       UNEXERCISABLE      EXERCISABLE      UNEXERCISABLE
---------------------------     -----------     --------      -----------       -------------      -----------      -------------
<S>                             <C>             <C>           <C>               <C>                <C>              <C>
Pierre G. Mansur..........          0             $ 0            72,806             25,532             (2)                (2)
Paul I. Mansur............          0             $ 0            66,784             25,532             (2)                (2)
</TABLE>
---------------
(1)      The closing price of the common stock as reported on the Nasdaq
         SmallCap Market on December 29, 2000, the last trading day for such
         year, was $2.25.
(2)      The option exercise price exceeds $2.25 and accordingly, such options
         are not in-the-money.


<PAGE>   8

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table shows as of April 23, 2001, the amount of voting
securities beneficially owned by (a) each of our directors, (b) each of our
executive officers named in the Summary Compensation Table above, (c) all of our
directors and executive officers as a group and (d) each person known by us to
beneficially own more than 5% of any class of our outstanding voting securities.
Unless otherwise provided, the address of each holder listed under the heading
"Common Stock" is c/o SystemOne Technologies Inc., 8305 N.W. 27th Street, Suite
107, Miami, Florida 33122.

<TABLE>
<CAPTION>
                                                  AGGREGATE NUMBER       ACQUIRABLE          TOTAL NUMBER        PERCENTAGE
                                                     OF SHARES             WITHIN         OF SHARES OF CLASS    OF SHARES OF
                                                 BENEFICIALLY OWNED        60 DAYS        BENEFICIALLY OWNED       CLASS
                      NAME                              (A)                  (B)          (COLUMNS (A)+(B))     OUTSTANDING
----------------------------------------------   ------------------   --------------      -------------------   -------------
<S>                                              <C>                  <C>                 <C>                   <C>
COMMON STOCK
Pierre G. Mansur..............................       1,961,750            54,986(1)             2,016,736           42.0%
Paul I. Mansur................................              --            43,964(1)                43,964              *
Paul A. Biddelman(2)..........................              --                --                       --
Kenneth C. Leung(3)...........................          11,250                --                   11,250              *
All directors and executive officers as a
   group (5 persons)..........................       1,978,000            98,950                2,076,950           42.9%
Environmental Opportunities Fund II
   (Institutional), L.P.(4)...................              --         1,319,831(5)             1,319,831           21.8%
Environmental Opportunities Fund II,
   L.P(4).....................................              --           359,277(6)               359,277            7.0%
Environmental Opportunities Fund, L.P.(4).....              --           492,257(7)               492,257            9.4%
Hanseatic Americas LDC(8).....................              --         3,133,016(9)             3,133,016           39.8%
Oppenheimer Funds, Inc.(10)...................              --           296,510(11)              296,510            5.9%
Safety-Kleen Systems, Inc.(12)................              --         1,134,615(13)            1,134,615           19.3%
The Commingled Pension Trust Fund
   (Multi-Market Special Investment Fund II)
   of Morgan Guaranty Trust Company of
   New York(14)...............................              --           311,335(11)              311,335            6.2%

SERIES B CONVERTIBLE PREFERRED STOCK
Environmental Opportunities Fund II
   (Institutional), L.P.(4)...................          27,162                --                   27,162           47.2%
Environmental Opportunities Fund II,
   L.P.(4)....................................           7,393                --                    7,393           12.8%
Environmental Opportunities Fund, L.P.(4).....          23,035                --                   23,035           40.0%

SERIES C CONVERTIBLE PREFERRED STOCK                                          --
Hanseatic Americas LDC(8).....................          76,735                --                   76,735            100%

SERIES D CONVERTIBLE PREFERRED STOCK                                          --
Environmental Opportunities Fund II
   (Institutional), L.P.(4)...................           8,292                --                    8,292           39.3%
Environmental Opportunities Fund II,
   L.P.(4)....................................           2,257                --                    2,257           10.7%
Hanseatic Americas LDC(8).....................          10,550                --                   10,550           50.0%
</TABLE>

---------------
*        Represents less than 1% of the outstanding stock of the class.
(1)      Reflects the number of shares that could be purchased by the holder by
         exercise of options granted under our incentive compensation plan on
         April 23, 2001 or within 60 days thereafter.
(2)      Mr. Biddelman is the President of Hanseatic Corporation ("Corporation")
         and he disclaims beneficial ownership as to any securities held by
         Hanseatic Americas LDC ("Americas"), Hansabel Partners LLC ("Partners")
         or Corporation.
(3)      Mr. Leung is the Chief Investment Officer of Environmental
         Opportunities Fund, L.P. ("Fund I"), Environmental Opportunities
         Fund II, L.P. ("Fund II"), Environmental Opportunities Fund II
         (Institutional), L.P. ("Institutional" and collectively, the
         "Environmental Funds") and he disclaims beneficial ownership as to any
         securities held by the Environmental Funds.
(4)      The address for each of the Environmental Funds is c/o Sanders Morris
         Harris, 3100 Chase Tower, Houston, Texas 77002.


                                        9

<PAGE>   9

(5)      Reflects 27,162 shares of Series B Convertible Preferred Stock that are
         immediately convertible into 580,451 shares of Common Stock at a
         conversion price of $4.68 per share; 8,292 shares of Series D
         Convertible Preferred Stock that are immediately convertible into
         236,902 shares of Common Stock at a conversion price of $3.50 per
         share; a Warrant to purchase 224,571 shares of Common Stock that is
         immediately exercisable at an exercise price of $3.50 per share; and a
         Warrant to purchase 370,543 shares of Common Stock that is immediately
         exercisable or exercisable within 60 days from the date hereof for
         277,900 shares of Common Stock at an exercise price of $3.50 per share.
(6)      Reflects 7,393 shares of Series B Convertible Preferred Stock that are
         immediately convertible into 157,988 shares of Common Stock at a
         conversion price of $4.68 per share; 2,257 shares of Series D
         Convertible Preferred Stock that are immediately convertible into
         64,482 shares of Common Stock at a conversion price of $3.50 per share;
         a Warrant to purchase 61,143 shares of Common Stock that is immediately
         exercisable at an exercise price of $3.50 per share; and a Warrant to
         purchase 100,886 shares of Common Stock that is immediately exercisable
         or exercisable within 60 days from the date hereof for 75,664 shares of
         Common Stock at an exercise price of $3.50 per share.
(7)      Reflects 23,035 shares of Series B Convertible Preferred Stock that are
         immediately convertible into 492,257 shares of Common Stock at a
         conversion price of $4.68 per share.
(8)      Per a Schedule 13D filed thereby, Americas, Partners, Corporation and
         Mr. Wolfgang Traber claim shared voting and dispositive power of the
         securities held by Americas. The address for each of Americas,
         Partners, Corporation and Mr. Traber is c/o Howard Kailes, Esq.,
         Krugman & Kailes LLP, Park 80 West-Plaza Two, Saddle Brook, New Jersey
         07663.
(9)      Reflects 76,735 shares of Series C Convertible Preferred Stock that are
         immediately convertible into 2,192,318 shares of Common Stock at a
         conversion price of $3.50 per share; 10,550 shares of Series D
         Convertible Preferred Stock that are immediately convertible into
         301,413 shares of Common Stock at a conversion price of $3.50 per
         share; a Warrant to purchase 285,714 shares of Common Stock that is
         immediately exercisable at an exercise price of $3.50 per share; and a
         Warrant to purchase 471,429 shares of Common Stock, that is immediately
         exercisable or exercisable within 60 days from the date hereof for
         353,571 shares of Common Stock at an exercise price of $3.50 per share.
(10)     The address of the Oppenheimer Funds, Inc. is Two World Trade Center,
         34th Floor, New York, New York 10048-0203.
(11)     Shares issuable upon conversion of 8 1/4% Subordinated Convertible
         Notes due 2003.
(12)     Per a Schedule 13D filed thereby, Safety-Kleen Systems, Inc.
         ("Systems"), Safety-Kleen Services, Inc. ("Services") and Safety-Kleen
         Corp. ("Corp.") claim shared voting and dispositive power of the
         securities held by Systems. The address of Systems, Services and Corp.
         is 1301 Gervais Street, Suite 300, Columbia, South Carolina 29201.
(13)     Reflects a Warrant to purchase 1,134,615 shares of Common Stock that is
         immediately exercisable at $3.50 per share.
(14)     The address of the Commingled Pension Trust Fund (Multi-Market Special
         Investment Fund II) of Morgan Guaranty Trust Company of New York is 522
         Fifth Avenue, New York, New York 10036.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In May 1999, we issued an aggregate of 50,500 shares of Series B
Convertible Preferred Stock, $1.00 par value per share, to Environmental
Opportunities Fund, L.P., Environmental Opportunities Fund (Cayman), L.P.,
Environmental Opportunities Fund II, L.P., and Environmental Opportunities
Fund II (Institutional), L.P. for an aggregate purchase price of $5,050,000.
Subsequent to such date we issued an additional 7,090 shares of Series B
Convertible Preferred Stock as paid in kind dividends. Also subsequent to such
date, all shares held by Environmental Opportunities Fund (Cayman), L.P. were
transferred to Environmental Opportunities Fund, L.P. Mr. Kenneth C. Leung, one
of our directors, is the Chief Investment Officer of each of the aforementioned
funds.

         In August 1999, we issued 69,000 shares of Series C Convertible
Preferred Stock, $1.00 par value per share, to Hanseatic Americas LDC for an
aggregate purchase price of $6,900,000. Subsequent to such date we issued an
additional 7,735 shares of Series C Convertible Preferred Stock as paid in kind
dividends. Mr. Paul A. Biddelman, one of our directors, is the President of
Hanseatic Corporation, which controls Hanseatic Americas LDC.

         In May 2000, we issued an aggregate of 20,000 shares of Series D
convertible preferred stock, par value $1.00 per share, and warrants (the "May
Warrants") to purchase an aggregate of 363,636 shares of common stock, to
Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and
Environmental Opportunities Fund (Institutional), L.P. for an aggregate purchase
price of $2.0 million. Subsequent to such date we issued an additional 1,099
shares of Series D Convertible Preferred Stock as paid in kind dividends. In
connection with the execution of the Subordinated Loan Agreement and the
issuance of the Lender Warrants (each as described below), the May Warrants were
adjusted to be exercisable for an aggregate of 571,428 shares of Common Stock.

         On August 7, 2000 (the "Issuance Date"), we entered into a Loan
Agreement with Environmental Opportunities Fund II, L.P., Environmental
Opportunities Fund II (Institutional), L.P. and Hanseatic Americas LDC, as
amended on November 10, 2000 and November 30, 2000 (collectively the
"Subordinated Loan Agreement"),


                                       10

<PAGE>   10

under which we borrowed an aggregate principal amount of $3,300,000. These
borrowings are evidenced by promissory notes (the "Subordinated Promissory
Notes"), maturing February 7, 2002, subject to prepayment at any time at our
option and mandatory prepayment to the extent of any proceeds received by us
from the sale of any new securities or the borrowing of any additional money
(other than purchase money debt and borrowings under the Senior Revolver). The
Subordinated Promissory Notes initially bear interest at the rate of 12% per
annum until the six month anniversary of the Issuance Date, 14% from the six
month anniversary until the nine month anniversary of the Issuance Date and 16%
thereafter until repaid in full. Our obligations under the Loan Agreement are
secured by a lien on substantially all of its assets other than its intellectual
property although such obligations have been subordinated to the Senior
Revolver. Pursuant to the Loan Agreement we issued warrants to purchase an
aggregate of up to 942,858 shares of its common stock at $3.50 per share (the
"Lender Warrants"). The Lender Warrants may only be exercised for 50% and 75% of
the common stock underlying the Lender Warrants prior to May 7, 2001 and August
7, 2001, respectively. In addition, if the Subordinated Promissory Notes are
repaid prior to May 7, 2001, then 50% of the Lender Warrants will terminate,
and, thereafter, if the loan is repaid prior to August 7, 2001, then 25% of the
Lender Warrants will terminate.

         On November 30, 2000, we entered into a revolving credit loan agreement
(the "Senior Revolver") with Hansa Finance Limited Liability Company ("Hansa")
that provides us with a revolving line of credit for up to $5 million with a
scheduled maturity of May 30, 2003. In connection with the Senior Revolver, we
granted Hansa a security interest in substantially all of our assets including
our intellectual properties. Pursuant to the Senior Revolver, we may borrow
twice a month up to the Advance Limit. The Advance Limit is the lesser of
$5,000,000 or the sum of the Advance Supplement plus an amount based on our
accounts receivable and inventory. The Advance Supplement was $3,000,000 through
March 31, 2001 and $2,500,000 for the period April 1 2001 until maturity.
Amounts advanced under the Senior Revolver accrue interest at the rate of 14%
per annum payable monthly in arrears commencing December 31, 2000. As of
December 31, 2000, amounts advanced under the Senior Revolver totaled
$4,200,000. Hansa is controlled indirectly by Hanseatic Corporation and Paul
Biddelman, one of our directors, who is the President of Hanseatic Corporation.

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, we have caused this report to be signed on our behalf by
the undersigned, thereunto duly authorized.


                                       SYSTEMONE TECHNOLOGIES INC.



Dated: April 27, 2001                  By: /s/ PAUL I. MANSUR
                                           -------------------------------------
                                           Chief Executive Officer
                                           (Principal Executive Officer)


                                       11