<SEC-DOCUMENT>0001004878-12-000079.txt : 20120404
<SEC-HEADER>0001004878-12-000079.hdr.sgml : 20120404
<ACCEPTANCE-DATETIME>20120403184548
ACCESSION NUMBER:		0001004878-12-000079
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20120330
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20120404
DATE AS OF CHANGE:		20120403

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:		12739531

	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>form8kitem202april-12.txt
<DESCRIPTION>FORM 8-K MARCH 30, 2012
<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): March 30, 2012

                      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  March  29,  2012 the  Company  issued a press  release  announcing  the
Company's financial results for the year ended December 31, 2011.

Item 7.01   Regulation FD Disclosure

     On March  30,  2012 the  Company  held a  conference  call to  discuss  its
financial  results  for the  year  ended  December  31,  2011,  as well as other
information regarding the Company.


Item 9.01   Exhibits

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

  99.1    March 29, 2012 Press Release

  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: April 3, 2012

                                 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>form8kitem202exh991april-12.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

                                  EXHIBIT 99.1

<PAGE>

NEWS RELEASE                                                      March 29, 2012


     FLEXIBLE  SOLUTIONS  ANNOUNCES FULL YEAR, 2011 FINANCIAL RESULTS Conference
call is scheduled for March 30, 2012. See the time and dial in number below.

VICTORIA,  BRITISH COLUMBIA,  Mar 29, 2012 - FLEXIBLE  SOLUTIONS  INTERNATIONAL,
INC. (NYSE Amex:  FSI,  FRANKFURT:  FXT), is the developer and  manufacturer  of
biodegradable  polymers  for oil  extraction,  detergent  ingredients  and water
treatment as well as crop nutrient  availability  chemistry.  Flexible Solutions
also  manufactures  biodegradable  and  environmentally  safe  water and  energy
conservation technologies. Today the Company announces financial results for the
full year ended December 31, 2011.

Mr.  Daniel B. O'Brien,  CEO,  states,  "We are very pleased to announce  record
revenue.  2011  revenue  was 35% higher  than  revenue  from the 2010 period and
revenue  growth is  expected  to continue in 2012 at a rate of 20 to 30 percent.
Cash flow from operations  increased by 50% in 2011. This allowed the Company to
expand its working capital through lines of credit at very attractive rates."

     o    Sales for the full year 2011 were  $15,518,635,  up 35%, when compared
          to  $11,491,401  for full year 2010.  The result was an after tax GAAP
          accounting  net  income of  $182,990,  or $0.01 per  weighted  average
          share,  compared to an accounting  net loss of $190,080,  or $0.01 per
          weighted average share in full year 2010.

     o    Non-GAAP  operating cash flow: (for details see the following  table).
          For the 12 months  ending  Dec.  31, 2011 net income  (loss)  reflects
          $586,196 of non-cash  charges,  net Income Taxes of $1,125,632 and New
          Factory Construction Costs of $895,768.  When non-cash charges, income
          tax and other items, not related to current operations of the Company,
          are  removed,  the  Company  shows  positive  operating  cash  flow of
          $2,790,427 or $0.21 per share.  This compares with 2010 operating cash
          flow of $1,908,365, or $0.14 per share.

     o    FSI's  NanoChem  Division (a U.S.  division) had  significant  taxable
          revenue in 2011,  resulting in  $1,125,632  of net income tax expensed
          compared to $690,180 in 2010.  At the same time  expensing  of certain
          construction  costs from the biomass  factory in Canada  resulted in a
          loss carry  forward for that  division.  These  expenses  will be very
          valuable  to the  Canadian  division  in the near  future,  which will
          reduce  taxable  revenue as the  biomass  factory in Alberta  comes on
          line.

The NanoChem  division  continues to be the dominant  source of revenue and cash
flow for the Company. New opportunities  continue to unfold in detergent,  water
treatment,  oil field  extraction and agricultural use to further increase sales
in this  division.  In past years,  the NanoChem  Division  sales have been less
volatile  quarter to quarter.  However,  due to increasing sales to agriculture,
revenue seasonality may be more apparent.

Mr. O'Brien  continues,  "I want to stress how hard our employees have worked as
FSI  survived  the  recession  and  returned  to  impressive  levels of  growth.
Processes have been improved,  our aspartic acid factory reached  completion and
new products have been developed that will drive our growth for years to come. I
look forward to  reporting  more record  quarters and years to the  shareholders
along with other important milestones."

Conference call

** CEO, Dan O'Brien has scheduled a conference call for 11:00am EST, 8:00am PST,
Friday  March  30,  to  discuss  the  financials.  To  attend  this  call,  dial
1-877-941-0844 (or  1-480-629-9835).  The conference call title, `Fourth Quarter
Financials' maybe requested **

The above  information  and  following  table contain  supplemental  information
regarding  income  and  cash  flow  from  operations  for  the  3  &  12  months
respectively ended Dec. 31, 2011 and 2010.  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:

                                       1

<PAGE>

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                     --------------------------------------

                      Consolidated Statement of Operations
         For 3 & 12 Months Ended Dec. 31 (12 Months Operating Cash Flow)
                     (12 month audited / 3 month unaudited)
--------------------------------------------------------------------------------
<TABLE>
<S>                                                    <C>               <C>

                                                  3 and 12 month revenue ended
                                                             Dec. 31
                                                       2011           2010
                                                  ------------------------------
3 month                                                  3 month revenue
-------
                                                  ------------------------------
Revenue                                           $  3,369,898   $   2,596,082
                                                  ------------------------------
                                                        12 month revenue
                                                  ------------------------------
12 month
Revenue                                           $  15,518,635  $  11,491,401
Net income (loss) GAAP                            $     182,990  $    (190,080)
Net income (loss) per share GAAP                  $        0.01  $       (0.01)

12 month weighted average shares used in             13,272,049     13,962,567
computing per share amounts - basic GAAP
                                                  ------------------------------
                                                  12 month Operating Cash Flow
The following calculations begin with: Net                ended Dec. 31
income (loss) GAAP
                                                  ------------------------------
Operating cash flow (12 month). NON-GAAP -        $1,894,818 a,b   $1,038,129 a,b
Excludes: a and b as indicated and as listed
below

Operating cash flow (12 month). NON-GAAP -        $2,790,427 a,b,c $1,908,365 a,b,c
Excludes: a.b and c as indicated and as listed
below

Operating Cash flow per share (12 months) -
basic. NON-GAAP - Excludes: items "a,b and c"     $     0.21 a,b,c $     0.14 a,b,c
as indicated and as listed below.

Non-cash Adjustments (as per 12 month Statement   $  586,196 b     $  538,029 b
of Cash Flow)
Adjustments - other (as listed below)             $2,021,241 a,c   $1,560,416 a,c

12 month basic weighted average shares used in    13,272,049       13,962,567
computing per share amounts - basic GAAP

--------------------------------------------------------------------------------
</TABLE>

Notes:  certain  items not  related to  "operations"  of the  Company  have been
excluded as follows.

a) NON-GAAP- "income tax (Net Income Tax: 2011 = $1,125,632, 2010 = $690,180)
b)  NON-GAAP-  Non-cash  Adjustments  for 2011 and  2010,  "depreciation,  stock
compensation expenses,  write down of investment and inventory,  loss on sale of
equipment,  other expenses, and shares for service (see - Consolidated Statement
of Cash Flow).
c) NON-GAAP-  Other  Non-operating  adjustments - add "New factory  construction
costs (2011 = $895,768,  2010 =  $870,236),  deduct  interest  income  (interest
income: 2011 = $159, 2010 = $0) which are unrelated to the "current  operations"
of the Company.

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

                              Company Contacts
                              ----------------
                                  Flexible Solutions International - Head Office
                                                                     Jason Bloom
                                                               Tel: 250-477-9969
                                                               Tel: 800.661.3560
                                               Email: 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@flxiblesolutions.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>form8kitem202exh992april-12.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>


                                  EXHIBIT 99.2

<PAGE>


FY 2011 speech

Good morning. I'm Dan O'Brien, CEO.

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 full year 2011.

Before  concentrating on the numbers,  I'd like review what we have accomplished
in the last year and our estimates looking forward. 2011 was an exceptional year
for FSI and I'm  extremely  proud of how hard  each  employee  worked  to supply
greatly  increased  volume to many  more  customers  with only a few  additional
personnel.  Our  dedication  to lean  operations,  low  leverage  and sales into
multiple  market  verticals has been  maintained.  The data I will present later
regarding  total revenue  growth in relation to EBITDA and  operating  cash flow
show this very nicely.

Our significant achievements in 2011 include:

Growth of 35% year over year.

Another record sales year of 15.5 million, 4 million higher than 2010.

Growth  was  recorded  in all  market  verticals  with the  strongest  growth by
percentage being in agriculture once again.

The Alberta sugar to aspartic acid factory was declared  "operational".  We note
that  this does not mean that  production  is at any  specific  level  yet.  Our
Alberta  employees  are  increasing  operations at the best rate possible and we
reiterate that we will not make production  figures available in the foreseeable
future.

Regarding  the  biomass  factory in Alberta,  Canada:  This plant is designed to
supply our Chicago  operations  with most of the aspartic acid that they use for
making  poly-aspartic  acid.  By using  sugar in  Alberta,  we  de-link  our raw
material supply from oil, which is our current  source,  shorten our supply line
by several weeks and thousands of miles and dramatically improve the sustainable
content of our finished  products.  Production from sugar will result in reduced
cost of  goods  sold  and  the  opportunity  to gain  customers  who  insist  on
renewable-based  materials.  The Alberta  plant is one of the eventual  parts of
optimum  success  for  Flexible  Solutions.  It plays a  supporting  role to the

1

<PAGE>

NanoChem division by backward integration and simplification of our supply chain
and by reducing the number of external  profit  margins NCS must pay between the
base  carbon  source  and  finished  aspartic  acid ready to be  polymerized  in
Chicago.

The NanoChem Division

This division makes  polyaspartic  acid [TPA] a biodegradable  protein with many
valuable  uses.  It now  represents  95% of revenue  and is the sales and profit
driver of our company.

TPA is used in agriculture to increase crop yield. The chemical mechanism is the
ability  of TPA to  maintain  crystal  embryos  of  fertilizer  salts  in  their
embryonic form in soil,  which has the effect of keeping  fertilizer  easier for
plants to absorb.  The plant  expends less energy  getting its nutrients and has
more energy  available  to  propagate  in the form of valuable  seeds.  In North
America alone,  the wholesale market is over 2 billion a year and most crops are
able to use TPA  profitably.  2011 was  another  good year for  fertilizers  and
additives due to high crop prices. The market vertical saw continued growth. One
distributor,  signed in late 2009, has grown sales faster than any group we have
ever worked with. Based on their excellent 2011 performance, we hope to see good
growth  for  TPA  in  agriculture  in  2012  and  more  in  2013  as  additional
distributors  finish their research and development  seasons and begin marketing
seriously.

TPA is a  biodegradable  way of treating  oilfield  water to prevent  pipes from
plugging  with  mineral  scale.  Our sales  into this  market are strong and oil
companies in the Nordic countries use TPA as part of  environmental  regulation.
In 2011 oilfield TPA sales increased  substantially and are expected to increase
again in 2012 and 2013. We are  experiencing  interest from forward thinking oil
producing  countries other than Scandinavia and have reasonable  expectations of
gaining new  customers  over the next several  quarters.  There is also research
interest in the concept of TPA as part of tight oil and gas fracturing  liquids.
Should this  progress  from  concept to use,  TPA would be part of the  fracking
fluid and intended to prevent scale from destroying the permeability of the rock
pores.  Clogged pores reduce well production.  TPA may have added value compared
to existing fluid components due to its  biodegradability  - it does not need to
be removed when cleaning used fracking water.

Q1 AND REST OF 2012

Revenue in the first 2 months of 2012 has been  stronger  than  2011.  Increases
have been  recorded in all  verticals of all product  lines  including  swimming
pools.  We expect the largest  percentage  growth in 2012 will be in agriculture
followed by oil field.

We are confident that revenue growth will continue through 2012 at a rate of 20%
to 30%,  but variable  from quarter to quarter as is usual for small  companies.
Based on 2011 revenue this  converts to revenue in the range of $18.6 million to
$20.1 million for full year 2012.

Highlights of the financial results:

Sales for the year  increased 35% to $15.5  million  compared with $11.5 million
for 2010.  The result was a gain of $183 thousand or $0.01 per share in the 2011
period,  compared to a loss of $190 thousand or $0.01 per share, in 2010.

                                       2

<PAGE>

Sales in Q4 were 3.37  million,  up 29.6%  compared  to 2.6  million in the year
earlier period.  The Q4 revenue was strong and evenly spread through our various
markets.

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,  income tax and
one-time items from the statement of operations. This year the FASB treatment of
consultant  option  expenses has been changed again  requiring  that  consultant
options be revalued at vesting as well as at grant.  This was  negative  for our
GAAP  results.  We consider  consultant  options to be a useful tool and we will
continue using them judiciously.

For full year 2011,  operating cash flow was $2.71  million,  21 cents per share
compared to $1.91  million and 14 cents per share in 2010.  We are very  pleased
with this result.  50% growth in operating  cash flow with 35% growth in revenue
indicates  that we are  controlling  costs well. The credit for this goes to our
highly  productive  employees.  The Alberta plant is now termed  operational  so
starting in Q1 2012, we will report operating cash flow with Alberta plant costs
included in  operations.  Detailed  information  on how to  reconcile  GAAP with
non-GAAP numbers is included in our news release of March 31st.

Income taxes:  Our financials  include $1.126 million in US income tax paid. The
Canadian division, Flexible Solutions Ltd, is accumulating losses as the Alberta
factory is  expensed  and,  soon,  depreciated.  This is a  planned,  short-term
situation  since the Alberta plant will generate  profit once it begins  selling
significant  amounts of aspartic  acid to the  NanoChem  division in the US. The
NanoChem division, of course, must remit taxes to the US government based on its
income as a separate US company which is why our tax  expenditure  is so high in
relation to total GAAP  earnings.  As income occurs in Canada,  the  accumulated
losses will be consumed after which our tax load will become a mix of the 25% AB
rate and the 40% Illinois rate.

Finally, our other product lines, Watersavr has had many more inquiries over the
last several  months.  At least one large prospect is close to ordering.  We are
continuing our efforts in Turkey, Morocco, parts of the far-east,  Australia and
Spain. Swimming pools will be managed to optimize cash flow for support to other
divisions.  By  providing  a small  portion of our  Alberta  factory to the Pool
Division,  we have reduced lease costs by $120 thousand per year,  cash that can
be used to drive other projects forward. The Swimming pool products, Ecosavr and
Heatsavr,  continue to gain  customers and growth is in low double digits - just
not as fast growing as our other divisions.

The text of this speech will be available on our website by Monday April 2nd 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>
