<PAGE>
                 SECURITIES AND EXCHANGE COMMISSION 65-0226813
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A

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

                  For the fiscal year ended December 31, 2001

                         Commission file no. 000-21325

                          SYSTEMONE TECHNOLOGIES INC.
                 ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

        Florida                                          65-0226813
-------------------------------------------------------------------------------
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                8305 N.W. 27th Street
                     Suite 107
                   Miami, Florida                                      33122
-------------------------------------------------------------------------------
(Address of Registrant's Principal Executive Offices)                (Zip Code)

                                  305-593-8015
-------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


<PAGE>


EXPLANATORY NOTE

         This amendment to the Form 10-KSB for the fiscal year ended December
31, 2001 of SystemOne Technologies 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.............................         50      Chairman of the Board, President and Director
  Paul I. Mansur...............................         51      Chief Executive Officer and Director
  Paul A. Biddelman............................         56      Director
  Kenneth C. Leung.............................         57      Director
  Steven M. Healy..............................         39      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


                                       2
<PAGE>


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 2001, the Board of Directors held four 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 2001, the Audit Committee consisted of Messrs. Biddelman and
Leung. The Audit Committee held four meeting during 2001. 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 2001, the Compensation Committee consisted of Messrs. Biddelman
and Leung. The Compensation Committee held three meeting during 2001. 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 and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of equity


                                       3
<PAGE>


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 that (i) on December 31,
2000, options to purchase 3,500 shares of our common stock were issued to
Steven M. Healy and such options were inadvertently not disclosed in the Form
5, Annual Statement of Changes in Beneficial Ownership filed by Mr. Healy in
February 2001, such options were included on the Form 5, Annual Statement of
Changes in Beneficial Ownership for the year ended December 31, 2001 filed by
Mr. Healy on April 30, 2002 (ii) on each of June 29, 2000 and December 31, 2000
options to purchase 3,500 shares of our common stock were issued to Paul A.
Biddelman and he inadvertently did not file a Form 5, Annual Statement of
Changes in Beneficial Ownership for the fiscal year ending December 31, 2000,
such options were included on the Form 5, Annual Statement of Changes in
Beneficial Ownership for the year ended December 31, 2001 filed by Mr.
Biddelman on April 30, 2002, (iii) on December 31, 2000, options to purchase
3,500 shares of our common stock were issued to Kenneth C. Leung and such
options were inadvertently not disclosed in the Form 5, Annual Statement of
Changes in Beneficial Ownership filed by Mr. Leung in February 2001, (iii) the
Forms 5 Annual Statements of Changes in Beneficial Ownership for the year ended
December 31, 2001 for Paul I. Mansur, Pierre G. Mansur and Messrs. Healy,
Biddelman and Leung were inadvertently filed late on April 30, 2002.


                                       4
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth, for the years ended December 31, 2001,
2000 and 1999, the aggregate compensation awarded to, earned by or paid to
Pierre G. Mansur, our Chairman and President, Paul I. Mansur, our Chief
Executive Officer and Steven M. Healy, our Director of Finance and Controller
(collectively, the "named executive officers"). None of our other officers
earned compensation in excess of $100,000 during 2001.

<TABLE>
<CAPTION>
                                                                                                  LONG TERM
                                                                                                 COMPENSATION
                                                         ANNUAL COMPENSATION                     ------------
                                               ----------------------------------------           SECURITIES
            NAME AND                                                       OTHER ANNUAL           UNDERLYING
       PRINCIPAL POSITION            YEAR        SALARY        BONUS       COMPENSATION            OPTIONS
--------------------------------     ----      ---------      --------     ------------          ------------

<S>                                  <C>       <C>            <C>          <C>                   <C>
Pierre G. Mansur............         2001      $ 160,000             --      $ 10,440(1)            33,333
     Chairman and President          2000      $ 150,000      $ 150,000      $  8,040(1)            25,532
                                     1999      $ 150,000             --      $  8,040(1)            22,115

Paul I. Mansur..............         2001      $ 160,000             --      $  8,570(1)            33,333
     Chief Executive Officer         2000      $ 150,000             --      $  8,570(1)            25,532
                                     1999      $ 150,000             --      $  5,099(1)            22,115

Steven M. Healy.............         2001      $ 100,000             --            --                5,908
     Director of Finance and         2000      $  42,500             --            --                6,500
     Controller                      1999                            --            --                   --
</TABLE>

(1)      Automobile allowance.

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 renewed in accordance with its terms for an additional one year term
expiring December 31, 2002. The employment agreement provides that Mr. Mansur's
base salary is $175,000 per annum during 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 an 18 month employment agreement with Paul I.
Mansur, our Chief Executive Officer, which employment agreement was renewed in
accordance with its terms for an additional one year term expiring December 31,
2002. The employment agreement provides that Mr. Mansur's base salary is
$175,000 per annum during 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.

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


                                       5
<PAGE>


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.


                                       6
<PAGE>


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 2001 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.

<TABLE>
<CAPTION>
                                                                    INDIVIDUAL GRANTS
                                           -------------------------------------------------------------------
                                                               PERCENT OF
                                            NUMBER 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................              33,333              19.8%            $3.50              4/1/08
    Chairman of the Board and
    President
Paul I. Mansur..................              33,333              19.8%            $3.50              4/1/08
    Chief Executive Officer
Steven M. Healy.................               9,408               5.6%            $3.50              4/1/08
    Director of Finance and
    Controller
</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, 2001. No stock options were exercised by the named executive officers
during 2001. 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, 2001(#)             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           73,945            57,726             (2)              (2)
Paul I. Mansur..........          0          $ 0           62,923            57,726             (2)              (2)
Steven M. Healy.........          0          $ 0            2,167            10,241             (2)              (2)
</TABLE>
----------------------------
(1)      The closing price of the common stock as reported on the Nasdaq
         SmallCap Market on December 31, 2001, the last trading day for such
         year, was $2.21.

(2)      The option exercise price exceeds $2.21 and accordingly, such options
         are not "in-the-money."


                                       7
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table shows as of April 12, 2002, 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             60 DAYS           BENEFICIALLY OWNED       CLASS
                    NAME                                OWNED (A)                (B)              (COLUMNS (A)+(B))    OUTSTANDING
----------------------------------------------        ------------            ----------         ------------------    ------------

<S>                                                   <C>                     <C>                <C>                   <C>
COMMON STOCK
Pierre G. Mansur .............................          1,961,750               100,938(1)           2,062,688            42.6%
Paul I. Mansur ...............................                 --                89,916(1)              89,916               *
Steven M. Healy ..............................              5,000                 4,136                  9,136
Paul A. Biddelman(2) .........................                 --                 3,500                  3,500
Kenneth C. Leung(3) ..........................             13,250                 3,500                 16,750               *
All directors and executive officers as a
   group (5 persons) .........................          1,980,000               201,990              2,181,990            44.1%
Environmental Opportunities Fund II
   (Institutional), L.P.(4) ..................                 --             1,389,123(5)           1,389,123            22.7%
Environmental Opportunities Fund II,
   L.P(4) ....................................                 --               377,532(6)             377,532             7.4%
Environmental Opportunities Fund, L.P.(4).....                 --               533,729(7)             533,729            10.1%
Hanseatic Americas LDC(8) ....................                 --             3,337,293(9)           3,337,293            41.3%
Oppenheimer Funds, Inc.(10) ..................                 --               325,126(11)            325,126             6.3%
Safety-Kleen Systems, Inc.(12) ...............                 --             1,134,615(13)          1,134,615            18.7%
The Commingled Pension Trust Fund
   (Multi-Market Special Investment Fund
   II) of Morgan Guaranty Trust Company of
   New York(14) ..............................                 --               341,382(11)            341,382             6.7%

SERIES B CONVERTIBLE PREFERRED STOCK
Environmental Opportunities Fund II ..........             29,471                    --                 29,471            47.2%
   (Institutional), L.P.(4)
Environmental Opportunities Fund II, L.P.(4)..              7,992                    --                  7,992            12.8%

Environmental Opportunities Fund, L.P.(4) ....             24,976                    --                 24,976            40.0%

SERIES C CONVERTIBLE PREFERRED STOCK
Hanseatic Americas LDC(8) ....................             82,997                    --                 82,997             100%

SERIES D CONVERTIBLE PREFERRED STOCK
Environmental Opportunities Fund II
   (Institutional), L.P.(4)...................              8,990                    --                  8,990            39.3%
Environmental Opportunities Fund II,  L.P.(4).              2,448                    --                  2,448            10.7%
Hanseatic Americas LDC(8) ....................             11,438                    --                 11,438            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


                                       8
<PAGE>


         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.

(5)      Reflects 29,471 shares of Series B Convertible Preferred Stock that
         are immediately convertible into 629,800 shares of Common Stock at a
         conversion price of $4.68 per share; 8,990 shares of Series D
         Convertible Preferred Stock that are immediately convertible into
         256,852 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 7,992 shares of Series B Convertible Preferred Stock that are
         immediately convertible into 170,793 shares of Common Stock at a
         conversion price of $4.68 per share; 2,448 shares of Series D
         Convertible Preferred Stock that are immediately convertible into
         69,932 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 24,976 shares of Series B Convertible Preferred Stock that
         are immediately convertible into 533,729 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 82,997 shares of Series C Convertible Preferred Stock that
         are immediately convertible into 2,371,224 shares of Common Stock at a
         conversion price of $3.50 per share; 11,438 shares of Series D
         Convertible Preferred Stock that are immediately convertible into
         326,784 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 11,939 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 13,997 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
2,876 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.


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<PAGE>


         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
(collectively the "Lenders"), as amended on November 10, 2000 and November 30,
2000 (collectively the "Subordinated Loan Agreement"), under which we borrowed
an aggregate principal amount of $3,300,000. These borrowings are evidenced by
promissory notes (the "Subordinated Promissory Notes"), maturing September 30,
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 our common stock at $3.50 per share.

         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 receivables and inventory. The Advance Supplement is $2,500,000 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
$4,750,000. Hansa is controlled indirectly by Hanseatic Corporation and Paul
Biddelman, one of our directors, who is the President of Hanseatic Corporation.

         On February 27, 2002, we entered into a Third Amendment (the
"Amendment") to the Subordinated Loan Agreement extending the maturity date of
the Subordinated Promissory Notes until September 30, 2002 and changing the
terms upon which Additional Warrants would be issued.

         In connection with the Amendment, on February 27, 2002 we and the
Lenders, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and
Environmental Opportunities Fund II (Institutional), L.P. (collectively with
the Lenders, the "Investors"), entered into a Letter Agreement suspending our
registration obligations for shares of common stock issuable upon conversion of
shares of Series B, C and D Preferred Stock which we issued to the Investors
until we receive notice from the Investors holding shares with a current market
value of at least $1,000,000 requesting that we register such shares.

                                   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 29, 2002               By: /s/ PAUL I. MANSUR
                                       ----------------------------------------
                                       Chief Executive Officer
                                       (Principal Executive Officer)


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