<SEC-DOCUMENT>0001004878-11-000188.txt : 20110519
<SEC-HEADER>0001004878-11-000188.hdr.sgml : 20110519
<ACCEPTANCE-DATETIME>20110519130835
ACCESSION NUMBER:		0001004878-11-000188
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20110516
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20110519
DATE AS OF CHANGE:		20110519

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLEXIBLE SOLUTIONS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001069394
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS CHEMICAL PRODUCTS [2890]
		IRS NUMBER:				911922863
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31540
		FILM NUMBER:		11857175

	BUSINESS ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA B C V8N 1X5
		STATE:			A1
		BUSINESS PHONE:		2504779969

	MAIL ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA BC CANADA
		STATE:			A1
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kitem2025-11.txt
<DESCRIPTION>MAY 16, 2011 8-K ITEM 2.02
<TEXT>
                                  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): May 16, 2011

                      FLEXIBLE SOLUTIONS INTERNATIONAL INC.
                      -------------------------------------
             (Exact name of Registrant as specified in its charter)


     Nevada                           001-31540                   91-1922863
--------------------          ---------------------------    ------------------
(State or other jurisdiction      (Commission File No.)      (IRS Employer
of incorporation)                                            Identification No.)

                              615 Discovery Street
                       Victoria, British Columbia V8T 5G4
                  --------------------------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:    (250) 477-9969
                                                      ---------------

                                       N/A
                   ------------------------------------------
                (Former name or former address if changed since last report)

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

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

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

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

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 2.02   Results of Operations and Financial Condition

     On May 16, 2011 the Company issued a press release announcing the Company's
first quarter financial results.


Item 7.01   Regulation FD Disclosure

     On May 17, 2011 the Company held a conference call to discuss its financial
results  for the  three  months  ending  March 31,  2011 and  other  information
regarding the Company.


Item 9.01   Exhibits

Exhibit
Number     Description of Document
------     -----------------------

  99.1    Press Release issued May 16, 2011

  99.2    Conference call information

                                       2

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  May 18, 2011

                                 FLEXIBLE SOLUTIONS INTERNATIONAL INC.



                                 By:/s/ Daniel B. O'Brien
                                    ---------------------------------------
                                    Daniel B. O'Brien, President and Chief
                                    Executive Officer

                                       3

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>form8kitem202exh9915-11.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>




                                  EXHIBIT 99.1
<PAGE>


NEWS RELEASE
May 16, 2011

               FSI ANNOUNCES FIRST QUARTER, 2011 FINANCIAL RESULTS
 Conference call scheduled for Tuesday May. 17th, 11:00am Eastern time, 8:00am
                                  Pacific Time
                            See dial in number below

VICTORIA,  BRITISH COLUMBIA,  May 16, 2011 - FLEXIBLE  SOLUTIONS  INTERNATIONAL,
INC. (NYSE Amex:  FSI,  FRANKFURT:  FXT), is the developer and  manufacturer  of
biodegradable  polymers  for oil  extraction,  detergent  ingredients  and  crop
nutrient  availability  chemistry,  as well as biodegradable and environmentally
safe water and energy  conservation  technologies.  Today the Company  announces
financial results for the first quarter (Q1) ended March 31, 2011.

Mr. Daniel B. O'Brien, CEO, states, "We are proud of the record revenue achieved
in the quarter.  It is  interesting to note that not long ago our annual revenue
was  approximately the same number as Q1 this year! The increase in our non-GAAP
operating  cash flow over the year  earlier  shows  that the  Company is in good
health and ready to take advantage of new opportunities.  Year over year revenue
is expected to increase for the rest of the year and revenue  forecasts  will be
updated at each financial reporting date."

Mr.  O'Brien  continues,  "In the first  half of every  year our growth in sales
combined  with the  seasonality  of the  agriculture  and swimming  pool markets
result in an increase in accounts receivable,  a decrease in cash and a decrease
in  inventory.  This year it is even more  noticeable  because we purchased  for
cancellation  almost 800,000 common shares in the quarter using cash on hand. We
are  confident  that our  strategy  of  replacing  the cash we used  with a $1.5
million revolving line of credit, at 4%, is in the best interests of the Company
and the  shareholders.  As a result  of these  actions,  our  available  working
capital has actually increased while our shares outstanding have decreased"

     o    Sales in the first quarter (Q1) were $4,357,467,  up approximately 29%
          when  compared to sales of $3,384,846  in the  corresponding  period a
          year ago. Due to estimates,  in Q1, 2010,  of the expected  Income tax
          expense for full year 2010, a much lower tax expense was recognized in
          Q1,  2010 than the actual  tax  expense  related  to revenue  for that
          quarter. This has resulted in, what appears to be, a larger net income
          in Q1, 2010 versus Q1, 2011. Therefore for comparison purposes between
          these  quarters  it would be more  accurate to compare the GAAP number
          "Income before tax." See the First Quarter Financial  Statement or the
          table on the following page for these numbers.  The financials  give a
          Q1, 2011 net profit of 358,107,  or $0.03 per share  compared to a net
          profit of $515,673, or $0.04 per share in Q1, 2010.

     o    Basic  weighted  average shares used in computing per share amounts in
          Q1 were 13,592,698 for 2011 and 13,962,567 for 2010. Note: a share buy
          back by the Company in Q1,  2011 is the reason for the  reduced  share
          count.

     o    Non-GAAP  operating cash flow: For the 3 months ending March 31, 2011,
          net income reflects  $117,992 of non-cash  charges  (depreciation  and
          stock option expenses), income tax, as well as $244,748 in new factory
          development costs and related interest expense. These items are either
          non-cash items or items not related to operations or current operating
          activities of the Company.  When these items are removed,  the Company
          shows  operating  cash flow of  $1,040,847,  or $0.8 per  share.  This
          compares with operating cash flow of $929,822,  or $0.07 per share, in
          the  corresponding  3 months of 2010 (see the table that  follows  for
          details of these calculations).

Mr. O'Brien comments,  "FSI's sugar to aspartic acid plant, in Alberta, requires
only its steam permit and a few weeks of high volume testing  before  production
can begin.  Production  from the  Alberta  plant will  allow  FSI,  through  the
NanoChem division to supply the only  renewably-based  poly-aspartic acid in the
world.   This  will  allow  access  to  customers   who  demand  this  level  of
environmentally sound behavior as well as insulating the company from future oil
price shocks."

The NanoChem  division  continues to contribute most of our sales and cash flow,
and new  opportunities are unfolding to further increase sales in this division.
NanoChem  sales have been less seasonal than those of our WaterSavr and Flexible
Solutions  Ltd  divisions.  This has lead to less  volatility  in total  revenue
figures  quarter over quarter.  However,  in the future,  Q1 and Q2 sales may be
much larger than sales in Q3 and Q4. This is largely due to potential  growth in
agricultural product sales (sales which tend to occur largely in Q1 and Q2).

* CEO, Dan O'Brien has scheduled a conference  call for 11:00am EST, 8:00am PST,
Tuesday  May  17th  to  discuss  the   financials.   Call   1-877-941-6010   (or
1-480-629-9723).  The conference call title, "First Quarter  Financials," may be
requested.*
<PAGE>

The above  information  and  following  table contain  supplemental  information
regarding  income and cash flow from operations for the 3 months ended March 31,
2011.  Adjustments to exclude  depreciation,  stock option expenses and one time
charges are given. This financial information is a Non-GAAP financial measure as
defined by SEC regulation G. The GAAP financial measure most directly comparable
is net income.  The reconciliation of each of the Non-GAAP financial measures is
as follows:

                               FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                      Consolidated Statement of Operations
                 For 3 Months Ended March 31 (3 Months Operating Cash Flow)
                                   (Unaudited)
--------------------------------------------------------------------------------
                                                    3 months ended March 31
                                                   2011             2010
                                              ----------------------------------
Revenue                                         $4,357,467     $ 3,384,846
Income before income tax GAAP                   $  678,108     $   584,673
Income tax GAAP                                 $  320,000 a   $     69,000 a
Net income (loss) GAAP                          $  358,107 a   $    515,673 a
Net income (loss) per common share - basic.
  GAAP                                          $     0.03 a   $       0.04 a
3 month weighted average shares used in
 computing per share amounts - basic. GAAP      13,592,698       13,962,567

                                                  3 month Operating Cash Flow
                                                         Ended March 31
                                              ----------------------------------
Operating Cash flow (3months). NON-GAAP         $   796,099 b  $    699,597 b
Operating Cash flow excluding non-operating
 items and items not related to current
 operations (3 months). NON-GAAP                $ 1,040,847 c  $    929,822 c
Operating Cash flow per share excluding
 non-operating items and items not related to
 current operations (3 months) - basic.         $      0.08 c  $       0.07 c
NON-GAAP
Non-cash Adjustments (3 month)                  $   117,992 d  $    114,924 d
Shares (3 month basic weighted average)  used
 in computing per share amounts - basic GAAP     13,592,698      13,962,567
--------------------------------------------------------------------------------

Notes:  certain  items not  related to  "operations"  of the  Company  have been
excluded from net income as follows.
a) GAAP - the relative  higher  Income tax expense and lower Net income  numbers
for Q1, 2011 in  comparison to Q1, 2010 are largely a result of full year income
tax estimates made at the end of Q1.  Adjustment to income tax expenses are made
at the end of each quarter.
b) Non-GAAP - amounts exclude  certain  non-cash items  (depreciation  and stock
option expense totaling 2011 = $117,992, 2010 = $114,924) and income tax (2011 =
320,000, 2010 = $69,000. See Operating Cash Flow for other adjustments.
c) Non-GAAP - amounts exclude  certain  non-cash items  (depreciation  and stock
option expense totaling - see "b" above),  income tax (see "b" above) as well as
items unrelated to current  operating  activities (new factory  construction and
related Interest expense totaling: 2011 = $244,748, 2010 = $230,225).
d) Non-GAAP - amounts represent depreciation, stock option expense.

Safe Harbor Provision
The Private  Securities  Litigation  Reform Act of 1995 provides a "Safe Harbor"
for  forward-looking  statements.  Certain of the statements  contained  herein,
which are not historical  facts,  are forward looking  statement with respect to
events,  the  occurrence  of  which  involve  risks  and  uncertainties.   These
forward-looking  statements may be impacted, either positively or negatively, by
various factors.  Information concerning potential factors that could affect the
company is detailed  from time to time in the  company's  reports filed with the
Securities and Exchange Commission.

                        Flexible Solutions International
                615 Discovery Street, Victoria, BC V8T 5G4 CANADA

                                                                    Jason Bloom
                                                              Tel: 250 477 9969
                                                        Toll Free: 800 661 3560
                                                              Fax: 250 477 9912
                                             E-mail: info@flexiblesolutions.com



If you have  received  this news  release  by mistake or if you would like to be
removed  from our update list please  reply to:  laura@flexiblesolutions.com  To
find out more  information  about  Flexible  Solutions and our products,  please
visit www.flexiblesolutions.com.

================================================================================

                                       2

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>form8kitem202exh9925-11.txt
<DESCRIPTION>EXHIBIT 99.2 CONF CALL
<TEXT>


                                  EXHIBIT 99.2
<PAGE>

Conference Call Speech Q1 2011

Good morning. I'm Dan O'Brien, CEO of Flexible Solutions.

Safe Harbor provision:

The Private  Securities  Litigation  Reform Act of 1995 provides a "Safe Harbor"
for  forward-looking  statements.  Certain of the statements  contained  herein,
which are not historical  facts,  are forward looking  statement with respect to
events,  the  occurrence  of  which  involve  risks  and  uncertainties.   These
forward-looking  statements may be impacted, either positively or negatively, by
various factors.  Information concerning potential factors that could affect the
company is detailed  from time to time in the  company's  reports filed with the
Securities and Exchange Commission.

Welcome to the FSI conference call for first quarter 2011.

Before concentrating on the financials,  I'd like to speak about where we are in
our major projects and what we expect for the next quarters.

Growth has continued in all our market  verticals.  Record revenue was booked in
first  quarter and was based on increased  volume of product  rather than merely
increased price per unit of volume.

Our sugar to aspartic acid plant, in Alberta, requires only its steam permit and
a few weeks of high volume testing before  production can begin.  We are waiting
patiently  for the  permit,  aware that a good long term  relationship  with the
regulatory  establishment is far more important than a week or two of delay now.
Production from the Alberta plant will allow FSI, through the NanoChem division,
to supply the only  renewably-based  poly-aspartic  acid in the world. This will
allow  access to  customers  who  demand  this  level of  environmentally  sound
behavior as well as insulating the company from future oil price shocks.

One of the primary  potential  customers  for this grade of material is the dish
and  laundry  detergent  market.  The  market  opportunity  for our  product  in
detergents is estimated as greater than $350 million per year.

FSI considers the start of commercial production at the Alberta plant a material
event and we will provide a news release when the event occurs

The  NanoChem  division  now  represents  90% of revenue and has become the main
sales and profit driver of our company for the next several years. This division
makes poly-aspartic acid [TPA] a biodegradable protein with many valuable uses.

Along with detergents - mentioned above - TPA is used in agriculture to increase
crop yield.  In North America alone,  the wholesale  market is over $2 billion a
year and most crops are able to use TPA profitably.  Sales into agriculture were
strong in 2010 and that strength has carried  forward into 2011. The distributor
we were so  pleased  to find in late 2009 has shown  remarkable  ability to grow
sales and  increase  interest  in our  products.  Our  internal  sales  team has
identified additional  distributors who may be able to duplicate this success in
other regions so I hope to be able to report more expansion of our  distribution
network in the rest of 2011 and increased  sales from both  established  and new
distribution in 2012.
<PAGE>

TPA is also a biodegradable way of treating oilfield water to prevent pipes from
plugging with mineral scale. Our sales into this market are well established and
growing  steadily but can be subject to temporary  reductions when production is
cut back or when  platforms  are shut down for  reconditioning.  In some  areas,
including many Nordic countries and companies  operating in the North Sea use of
TPA is mandated as part of environmental regulation.

Q2 AND REST OF 2011
We are  optimistic.  Swimming pool sales  continue to increase  compared to 2010
which  in turn  was up from  the  depths  of 09 and  inventories  are low in the
industry.  Agriculture is strong and our new distribution has shown two years of
rapid  growth.  The oil sector is  providing us with new chances to grow and, of
course, when we get the Alberta plant to commercial status significant detergent
contracts become possible.  In revenue numbers, we estimate that in 2011 we will
exceed all comparable  quarters by 15% or more. We expect Q2 to be profitable in
GAAP terms with  strong cash flow.  Minor GAAP losses are  possible in Q3 and Q4
since these are our smaller revenue quarters,  however, we expect Q3 and 4 to be
cash flow positive leading to very strong full year operating cash flow and full
year  GAAP  profitability.  Our only  caution  is that  the  high  oil  price is
increasing  aspartic acid prices.  This  increases our cost of goods and affects
margins until the production at the Alberta plant can relieve the pressure.

Highlights of the financial results:

Sales for the quarter increased 29% to $4.36 million compared with $3.38 million
for 2010.  The result is a profit of $358  thousand or $0.03 per share in the 11
period,  compared to a profit of $516 thousand or $0.04 per share, in 10. I draw
your  attention to the fact that we have  convinced  our auditor to increase the
income tax allowance in Q1 2011 very  substantially  in order to provide  better
clarity and reduce the chance of a large  catch-up  tax  provision in the second
half of the  year.  Regardless  of the fact that we  increased  our  income  tax
provision by over 200 thousand dollars, it must be stated that increased cost of
raw  material  coupled  with strong  resistance  to price  increases  in the oil
industry  has reduced  our margins in 11 compared to the same  quarter of 10. We
are proud of the record  revenue  achieved in the quarter.  It is interesting to
note that the year we took over the NanoChem  division,  our annual  revenue was
approximately  the same  number as Q1 this  year.  It is an honor to work with a
team of  professionals  who are on track to triple  revenue in less than 8 years
that  included a worldwide  recession.  Revenue is expected to increase  for the
rest of the year at 15% rates or higher  compared  to year  earlier  numbers and
revenue forecasts will be updated at each conference call.

Because of the  out-size  effects of  depreciation,  stock  option  expenses and
one-time  items on the  financials  of small  companies,  FSI  also  provides  a
non-GAAP  measure  useful for judging year over year  success.  "Operating  cash
flow" is arrived at by removing depreciation, option expenses and one-time items
from the statement of  operations.  Please note that our  definition of one time
items  includes  expenses at the Taber plant until the day it begins  commercial
production.

                                       2
<PAGE>

For first quarter 2011, operating cash flow was $1.04 million, 8 cents per share
compared to $930  thousand  and 7 cents per share in 2010.  We are pleased  with
these results but, the pressure on margins from raw material costs is evident in
this metric too.  Detailed  information  on how to reconcile  GAAP with non-GAAP
numbers is included in our news release of May 16th.

Finally,  our  other  product  lines,  Watersavr  and  swimming  pools are being
emphasized  less than the NanoChem  division  while  maintaining  the  long-term
opportunities  and limiting cash and management  costs.  Swimming pool sales are
back to pre-recession levels and we are planning for resumption of growth in the
division  through 11 and into 12. Watersavr sales are more difficult to predict.
We are continuing our efforts in Turkey, Morocco, parts of East-Asia,  Australia
and Spain. Small sales are expected at intervals through the year.

The text of this speech will be available  on our website by Wednesday  May 18th
and  email  copies  can  be  requested  from  Jason  Bloom  at  1800  661  3560.
[Jason@flexiblesolutions.com]

Thank you, the floor is open for questions.

                                       3

<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
