<SEC-DOCUMENT>0001004878-12-000259.txt : 20120816
<SEC-HEADER>0001004878-12-000259.hdr.sgml : 20120816
<ACCEPTANCE-DATETIME>20120816172717
ACCESSION NUMBER:		0001004878-12-000259
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20120814
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20120816
DATE AS OF CHANGE:		20120816

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:		121040788

	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>form8kitem202aug-12.txt
<DESCRIPTION>FORM 8-K
<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): August 14, 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 August  14,  2012 the  Company  issued a press  release  announcing  the
Company's financial results for the quarter ended June 30, 2012.


Item 7.01   Regulation FD Disclosure

     On August 15,  2012 the  Company  held a  conference  call to  discuss  its
financial  results  for the  quarter  ended  June  30,  2012,  as well as  other
information regarding the Company.

Item 9.01   Exhibits

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

  99.1     August 14, 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: August 16, 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>form8kitem202exh991aug-12.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>


                                  EXHIBIT 99.1

<PAGE>

NEWS RELEASE
August 14, 2012


              FSI ANNOUNCES SECOND QUARTER, 2012 FINANCIAL RESULTS
              Conference call scheduled for Wednesday August 15th,
                    11:00am Eastern time, 8:00am Pacific Time
                            See dial in number below


VICTORIA,  BRITISH COLUMBIA, August 14, 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
second quarter (Q2) ended June 30, 2012.

Mr.  Daniel  B.  O'Brien,   CEO,  states,  "Our  non-GAAP  operating  cash  flow
demonstrates  the  Company's   financial   strength.   With  regard  to  revenue
forecasting, given the continuing economic slow-down in Europe and the Far East,
it is simply too difficult and unrealistic to give accurate  revenue guidance at
this time. Full year 2012 revenue is still expected to be higher than 2011." 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   resulting  in  a
significantly  higher non-cash accounting  expenses in the financials.  Further,
this added  expense does not  significantly  reduce taxes paid since the expense
originates  in Canada  and,  at this  time,  most of the  revenue  generated  by
Flexible  Solutions  International is U.S. based.  The current  Illinois/Federal
Corporate tax rate is close to 40%.

     o    Sales in the second quarter (Q2) were $3,761,729,  down  approximately
          4% when compared to sales of $3,930,075 in the corresponding  period a
          year  ago.  The  financials  give a Q2,  2012  accounting  net loss of
          $465,995,  or $0.04 per share  compared to an accounting net profit of
          $174,734,  or $0.01 per share in Q2,  2011.  Although  the  income tax
          expense  taken in Q2, 2012 was only  $120,000  compared to $295,000 in
          Q2, 2011, the depreciation  expense  increased from $82,193 in 2011 to
          $305,189 in 2012.The increase in depreciation was largely Canada based
          and not deductible from US income.

     o    Basic  weighted  average shares used in computing per share amounts in
          Q2 were 13,169,991 for 2012 and 13,169,991 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 in first half.

     o    Non-GAAP  operating  cash flow: For the 6 months ending June 30, 2012,
          net income reflects  $676,426 of non-cash  charges  (depreciation  and
          stock option expenses), as well as net income tax ($680,000), interest
          expense  ($61,414)  and other  minor  items  ($2,578)  not  related to
          operating  or  current  operating  activities.  When  these  items are
          removed the Company shows operating cash flow of $1,171,923,  or $0.09
          per share.  This compares with operating  cash flow of $1,423,196,  or
          $0.11 per share, in the  corresponding 6 months of 2011 (see the table
          that follows for details of these calculations).

Mr.  O'Brien  states,  "We are  satisfied  with our first half revenue  increase
considering  the stress Europe is enduring and slowdowns in the US and China. Q3
this  year  is  likely  to be  similar  to  Q2  in  growth  terms,  however,  as
agricultural  preorders  begin in late fall,  we hope to see a resumption of top
line growth for Q4."

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  August  15th to  discuss  the  financials.  Call  1-877-941-8609  (or
480-629-9692).  The conference call title,  "Second Quarter  Financials," may be
requested.*

                                       1

<PAGE>

The above  information  and  following  table contain  supplemental  information
regarding  income and cash flow from  operations for the 6 months ended June 30,
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 June 30 (6 Months Operating Cash Flow)
                                   (Unaudited)
--------------------------------------------------------------------------------
                                                    3 months ended June 30
                                                   2012             2011
                                              ----------------------------------

Revenue                                           $ 3,761,729     $ 3,930,075
Income before income tax - GAAP                   $  (345,995)    $   469,734

Net income (loss)  - GAAP                         $  (465,995)a   $   174,734 a

Net income (loss) per common share - basic.
 - GAAP                                           $     (0.04)a   $      0.01 a
3 month weighted average shares used in
 computing per share amounts - basic.-  GAAP       13,169,991      13,169,991


                                                  6 month Operating Cash Flow
                                                        Ended June 30
                                              ----------------------------------

Operating Cash flow (6months). NON-GAAP           $ 1,171,923 b   $ 1,423,196 b


Operating Cash flow per share excluding           $      0.09 b   $      0.11 b
 non-operating items and items not related
 to current operations (6 months) - basic.
 NON-GAAP
Non-cash Adjustments (6 month) NON-GAAP           $   676,426 c   $   235,266 c

Shares (6 month basic weighted average)  used      13,169,991      13,353,904
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) Non-GAAP - the relative  lower Net income  numbers for Q2, 2012 in comparison
to Q2,  2011 are largely a result of the  commencement  of  depreciation  of the
Alberta Factory,  as well as 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, USA.

b) Non-GAAP - amounts exclude certain  non-cash  items:  depreciation  and stock
option  expense  (2012 = $676,426,  2011 = $235,266),  interest  expense (2012 =
$61,414, 2011 = $40,089), net income tax (2012 = 680,000, 2011 = $615,000), gain
on the sale of  equipment(2012  = $2,217) and interest  income(2012 = $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: alishap@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>form8kitem202exh992aug-12.txt
<DESCRIPTION>EXHIBIT 99.2 CONFERENCE CALL
<TEXT>


                                  EXHIBIT 99.2

<PAGE>


Q2 2012 speech

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 second 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.

Revenue was down slightly in second quarter 2012 compared to 2011 but up for the
half year. We believe this is caused by macro-economic conditions, especially in
Europe.  Our first quarter was strong due to increasing  agricultural sales that
are not  repeated  in Q2 because  the inputs for crops are  already  determined.
Weakness  overseas  coincided  with seasonal sales in the US resulting in a rare
year over year decline in quarterly revenue.

The  NanoChem  division  is now 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 called TPA for short, a biodegradable protein with many
valuable uses.

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 increases in quantity, efficiency and quality. Aspartic
acid from the Taber plant is shipped to our Peru IL plant where it is  converted
to polyaspartic acid.

One of the primary potential customers for renewably sourced TPA is the dish and
laundry detergent market.  The market  opportunity for our product in detergents
is  estimated  as greater  than $350  million per year.  TPA is a  biodegradable
substitute  for the part of detergent that prevents dirt from  re-depositing  on
clothes or dishes before it can be rinsed away.

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 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 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 larger than a year ago. They are focused on
supporting our best  distributors,  helping the others improve their performance
and identifying additional distribution opportunities.
<PAGE>

TPA in agriculture is a unique economic situation for all links in the sales and
user chain.  With many products the economic  value is good for several  parties
but one -  commonly  the end  user - is asked to  accept  a soft  value  such as
convenience instead of the profit accruing to the other parties. Not so for TPA:
FSI earns a fair profit on  manufacturing,  distribution  earns a strong  profit
selling to dealers, dealers make good profits selling to growers, yet the grower
still earns a profit  from the extra  crops he  produces  with the same land and
fertilizer  program.  In  fact,  the  grower  can  make  several  times  his TPA
investment  in extra  profit  when crop prices are high.  We believe  this is an
excellent basis for long-term growth in sales.

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.

Q3, Q4 and the start of 2013

We are optimistic but cautious. Our products are best in their class and in less
volatile economic  conditions we have forecast sales based on past results.  But
until we are more  comfortable  about the world  economy 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.  Our best  estimate is that Q3 will resemble Q2 and that
in Q4 we will see a resumption  of year over year growth due to  preordering  of
agricultural  TPA for the 2013  season.  Drought in the US and Russia has caused
crop prices to increase  dramatically  recently.  High crop prices give  growers
incentive  to  increase  their  yield by using  TPA.  We think  this will have a
significant positive effect on Q1 2013 revenue.

Highlights of the financial results:

Sales for the quarter  decreased 4% to $3.76 million compared with $3.93 million
for Q2 2011.  The result is a loss of $466 thousand or $0.04 per share in the 12
period, compared to a profit of $175 thousand or $0.01 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,
expenses are included in operations.  In addition,  depreciation  of the factory
has begun. This results in a significantly  higher  depreciation  expense in the
financials compared to previous quarters.

Working capital is very 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 half 2012,  operating cash flow was $1.17  million,  9 cents per share
compared to $1.42  million and 11 cents per share in 2011.  We are pleased  with
these  results.  Detailed  information  on how to reconcile  GAAP with  non-GAAP
numbers is included in our news release of August 14th.

Last, 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 decreased  compared
to the same quarter of 2011.  We believe that this is a  continuation  of better
<PAGE>

than usual early buy orders from Q4 2011,  distributor  resistance  to midseason
reorders and competitors chasing sales at any price.

Watersavr sales are more difficult to predict.  We are continuing our efforts in
Turkey,  Morocco,  Senegal,  parts of East-Asia and  Australia.  Small sales are
expected  at  intervals  through the year.  The drought  this summer has revived
interest in the western US and several  trials have been  requested.  Successful
trials this year could result in sales during 2013.

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>
