<SEC-DOCUMENT>0001004878-12-000158.txt : 20120517
<SEC-HEADER>0001004878-12-000158.hdr.sgml : 20120517
<ACCEPTANCE-DATETIME>20120517172142
ACCESSION NUMBER:		0001004878-12-000158
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20120515
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20120517
DATE AS OF CHANGE:		20120517

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:		12852986

	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>form8kitem202may-12.txt
<DESCRIPTION>FORM 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 15, 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 May 15, 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 May 16, 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    May 15, 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: May 17, 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>form8kitem202exh9915-12.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>


                                  EXHIBIT 99.1

<PAGE>

NEWS RELEASE
May 15, 2012


               FSI ANNOUNCES FIRST QUARTER, 2012 FINANCIAL RESULTS

       Conference call scheduled for Wednesday May. 16th, 11:00am Eastern
                           time, 8:00am Pacific Time
                            See dial in number below


VICTORIA,  BRITISH COLUMBIA,  May 15, 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
first quarter (Q1) ended March 31, 2012.

Mr. Daniel B. O'Brien, CEO, states, "The increase in our non-GAAP operating cash
flow over the previous year demonstrates the Company's financial strength.  With
regard to revenue  forecasting,  given the news of an accelerated world economic
slow down  particularly  in Europe and the Far East,  it is simply too difficult
and unrealistic to give accurate  revenue guidance at this time. Never the less,
full year 2012 revenue is expected to be higher than 2011 and revenue  forecasts
will be updated at each financial reporting date." Mr. O'Brien continues,  "As a
result of the seasonality of the  agriculture  and swimming pool markets,  FSI's
sales  tend to be larger  during  the first  half of the  year,  causing  higher
accounts receivable,  and lower cash and inventory numbers. This does not affect
the  Company's  ability  to grow  given  its  strong  working  capital  position
including,  a largely untapped,  $6.4million line of credit with a Chicago based
bank."

Note: as a result of the start up of the Alberta  factory,  a biomass expense is
no longer given in the news release. Also, due to the generation of revenue from
that facility,  depreciation of the factory has begun results in a significantly
higher non-cash accounting expenses in the financials.

     o    Sales in the first quarter (Q1) were $5,194,071,  up approximately 19%
          when  compared to sales of $4,357,467  in the  corresponding  period a
          year ago. The  financials  give a Q1, 2012 net profit of $222,660,  or
          $0.02 per share  compared  to a net profit of  $358,107,  or $0.03 per
          share in Q1, 2011.

     o    Basic  weighted  average shares used in computing per share amounts in
          Q1 were 13,169,991 for 2012 and 13,592,698 for 2011. Note: a share buy
          back by the  Company  of close to  800,000  shares in Q1,  2011 is the
          reason for the reduced share count.

     o    Non-GAAP  operating cash flow: For the 3 months ending March 31, 2012,
          net income reflects  $338,882 of non-cash  charges  (depreciation  and
          stock option  expenses),  income tax and other minor items not related
          to operating  or current  operating  activities.  When these items are
          removed, the Company shows operating cash flow of $1,121,542,  or $0.8
          per share.  This compares  with  operating  cash flow of $796,099,  or
          $0.06 per share, in the  corresponding 3 months of 2011 (see the table
          that follows for details of these calculations).

Mr. O'Brien comments, "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 produce most of FSI's revenue and cash flow.
New opportunities are unfolding to further increase sales in this division.




* CEO, Dan O'Brien has scheduled a conference  call for 11:00am EST, 8:00am PST,
Wednesday  May  16th  to  discuss  the  financials.   Call   1-877-941-8609  (or
1-480-629-9692).  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,
2012.  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
                                                   2012             2011
                                              ----------------------------------
Revenue                                        $ 5,194,071       $ 4,357,467
Income before income tax - GAAP                $   782,660       $   678,107
Income tax(net)  - GAAP                        $   560,000 a     $   320,000 a
Net income (loss)  - GAAP                      $   222,660 a     $   358,107 a

Net income (loss) per common share -
 basic. - GAAP                                 $      0.02 a     $      0.03 a

3 month weighted average shares used in         13,169,991        13,592,698
computing per share amounts - basic.-  GAAP

                                                  3 month Operating Cash Flow
                                                       Ended March 31
                                              ----------------------------------
Operating Cash flow (3months). NON-GAAP        $ 1,118,964 b     $   796,099 b

Operating Cash flow per share excluding        $      0.08 b     $      0.06 b
non-operating items and items not related to
current operations (3 months) - basic.
NON-GAAP
Non-cash Adjustments (3 month)                 $   338,882 c     $   117,992 c

Shares (3 month basic weighted average)  used   13,169,991        13,592,698
in computing per share amounts - basic GAAP
--------------------------------------------------------------------------------

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, 2012 in comparison to Q1, 2011 are largely a result of the  commencement
of  depreciation  of the  Alberta  Factory,  as  well  the tax  paid on  revenue
generated  from the  Illinois  factory.  Expenses  resulting  from  the  Alberta
division can not be used to reduce taxable income in Illinois.
b) Non-GAAP - amounts exclude  certain  non-cash items  (depreciation  and stock
option expense totaling: 2012 = $338,882, 2011 = $117,992), net income tax (2012
= 560,000, 2011 = $320,000),  gain on the sale of equipment($2,217) and interest
income($361). See Operating Cash Flow for other adjustments.
c) 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
Tofind out more information about Flexible Solutions and our products, please
visit www.flexiblesolutions.com.

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


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>form8kitem202exh9925-12.txt
<DESCRIPTION>EXHIBIT 99.2 CONFERENCE CALL
<TEXT>


                                  EXHIBIT 99.2

<PAGE>


Conference Call Speech Q1 2012

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 2012.

Prior to  commenting  specifically  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  continued in most of our market  verticals during Q1. Record revenue was
booked in first quarter and continues to be based on increased volume of product
rather than merely increasing price per unit of volume.

Our sugar to aspartic acid plant,  in Alberta,  is now in  operation.  We do not
provide volume information or details of production. However, revenue generation
has started, depreciation of the factory has begun and the Taber production team
is focused on continuous increase in quantity, efficiency and quality.

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.

The NanoChem division now represents more than 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.

TPA is used in  agriculture  to  increase  crop  yield.  The method of action is
through limiting crystal embryo growth between fertilizer ions in the soil. When
embryonic crystals are prevented from transforming into a fully crystalline form
by TPA, the  fertilizer  remains  available  to plants  further into the growing
season.  Keeping  fertilizer  easily  available to crops results in better yield
with the same level of  fertilization.  In North  America  alone,  the wholesale
market is estimated at over $2 billion a year and most crops are able to use TPA
profitably.  Sales into  agriculture  grew quickly in 2011 and that strength has
carried forward into Q1 2012. 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 is fully  engaged in  supporting  our best
distributors and helping the others improve their performance.

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,
<PAGE>

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 2012
We are  optimistic  but  cautious.  Our  products are best in their class and in
normal  economic  conditions  we can  attempt to  forecast  sales  based on past
results.  However,  given the news of an  accelerating  world economic  slowdown
particularly in Europe and the Far East we have decided not to provide  specific
growth predictions.  It is simply too difficult and unrealistic to give accurate
guidance at this time.  We still expect full year 2012 revenue to be higher than
2011 and we will revise to our best  ability  each  quarter.  We hope to succeed
even during difficult times and will do our best to provide upside surprises.

Swimming pool sales were the only product sector that did not increase  compared
to the same  quarter of 2011.  We suspect that this is a  combination  of better
than usual  early buy orders in Q4 2011 and other  customers  waiting  for Q2 to
place orders.  Agriculture is strong and our best  distributor has shown another
quarter of rapid growth. The oil sector is providing us with new chances to grow
and, of course,  when we get the Alberta  plant to  significant  volume  levels,
large  detergent  contracts  become  possible.   We  continue  to  caution  that
continuous high oil prices have increased  aspartic acid prices.  This increases
our cost of goods and  affects  margins  until  production  gains at the Alberta
plant can relieve the pressure.

Highlights of the financial results:

Sales for the quarter increased 19% to $5.19 million compared with $4.36 million
for 2011.  The result is a profit of $223  thousand or $0.02 per share in the 12
period, compared to a profit of $358 thousand or $0.03 per share, in 11.

Now that Alberta  factory is operating,  a biomass expense is no longer given in
the news release.  Instead, due to the generation of revenue from that facility,
depreciation of the factory has begun.  This results in a  significantly  higher
depreciation expense in the financials compared to previous quarters.

Working capital is more than adequate.  FSI's sales tend to be larger during the
first half of the year, resulting in higher accounts receivable,  lower cash and
lower inventory.  The Company's growth is supported by its mostly untapped, $6.4
million line of credit with a Chicago based bank.

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.

For first quarter 2012, operating cash flow was $1.12 million, 8 cents per share
compared to $800  thousand  and 6 cents per share in 2011.  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 15th.

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 12.  Watersavr  sales are more  difficult  to predict.  We are
<PAGE>

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 Thursday  May 17th
and  email  copies  can  be  requested  from  Jason  Bloom  at  1800  661  3560.
[Jason@flexiblesolutions.com]

Thank you, the floor is open for questions

<PAGE>

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