<SEC-DOCUMENT>0001004878-13-000100.txt : 20130403
<SEC-HEADER>0001004878-13-000100.hdr.sgml : 20130403
<ACCEPTANCE-DATETIME>20130403155548
ACCESSION NUMBER:		0001004878-13-000100
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20130401
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20130403
DATE AS OF CHANGE:		20130403

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:		13739454

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

	MAIL ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA BC CANADA
		STATE:			A1
		ZIP:			V8N 1X5
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kitem202april-13.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): April 1, 2013

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


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

                                       1
<PAGE>

Item 2.02   Results of Operations and Financial Condition

     On April  1,  2013  the  Company  issued  a press  release  announcing  the
Company's financial results for the year ended December 31, 2012.


Item 7.01   Regulation FD Disclosure

     On  April  1,  2013 the  Company  held a  conference  call to  discuss  its
financial  results  for the  year  ended  December  31,  2012,  as well as other
information regarding the Company.


Item 9.01   Exhibits

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

  99.1    April 1, 2013 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, 2013

                                 FLEXIBLE SOLUTIONS INTERNATIONAL INC.



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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>form8kitem202ex991april-13.txt
<DESCRIPTION>EXH 99.1 PRESS RELEASE RE 2012 FINANCIAL RESULTS
<TEXT>

                                  EXHIBIT 99.1






<PAGE>


                               FLEXIBLE SOLUTIONS
NEWS RELEASE                                                      April 01, 2013


         FLEXIBLE SOLUTIONS ANNOUNCES FULL YEAR, 2012 FINANCIAL RESULTS
    Conference call is scheduled for April 02, 2013. See the time and dial in
                                  number below.


VICTORIA,  BRITISH COLUMBIA,  April 01, 2013 - 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, 2012.

Mr.  Daniel B.  O'Brien,  CEO,  states,  "We are,  once again,  very  pleased to
announce record  revenue.  2012 revenue was 6% higher than revenue from the 2011
period  and  revenue  growth is  expected  to  continue  in 2013.  The  economic
slow-down  in Europe and the drought in North  America both played a part in the
overall  reduction in year over year  revenue  growth.  The  European  slow down
reduced revenue from  bio-detergents  and the drought reduced the growth rate of
sales into the North American Agriculture market."

Mr. O'Brien continues,  "The effects of last year's drought are still present in
2013. Our mid-west  distribution  has not taken up as much product in Q1 2013 as
in Q1 2012.  Reasons for this include;  more growers and dealers who choose just
in time  purchases  to  conserve  cash after last year as well as space and cash
constraints  at the  distribution  level.  FSI  management  will  release the Q1
revenue  number next week once it has been  finalized,  however,  we are already
sure that Q1 revenue will be several hundred thousand dollars less than the year
earlier period.  Conversations with our distribution  network indicate that they
believe  the sales not closed in Q1 will be made in Q2 and Q3 and strong  growth
in the sector is still expected for full year 2013.

     o    Sales for the full year 2012 were $16,400,107, up 6%, when compared to
          $15,518,635  for full  year  2011.  The  result  was an after tax GAAP
          accounting  net loss of  $1,084,447,  or $0.08  per  weighted  average
          share,  compared to an accounting net income of $182,990, or $0.01 per
          weighted average share in full year 2011.

     o    Non-GAAP  operating cash flow: (for details see the following  table).
          For the 12 months  ending  Dec.  31, 2012 net income  (loss)  reflects
          $1,326,983 of non-cash  charges,  Income Taxes of $1,126,468,  gain on
          sale of  equipment  of  $2,217,  and  interest  income  of $759.  When
          non-cash charge items,  items not related to current operations of the
          Company,  are removed,  the Company shows positive operating cash flow
          of  $1,326,983 or $0.10 per share.  This compares with 2011  operating
          cash flow of $1,894,659, or $0.14 per share.

     o    FSI shows a significantly  higher depreciation  expense in 2012 versus
          2011, as a result of the  commencement  of depreciation of the Alberta
          factory.  However the  depreciation  expense did not reduce income tax
          owed. The past and current factory construction and operation expenses
          and the current depreciation expense taken against the biomass factory
          in Alberta are potential  accumulating assets (a loss-  carry-forward)
          for FSI since these  expenses  are not  associated  with,  nor charged
          against,  the U.S.  based NanoChem  Division's  revenue for income tax
          purposes.

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 become larger.

Conference call

** CEO, Dan O'Brien has scheduled a conference call for 11:00am EST, 8:00am PST,
Tuesday  April 02, 2013 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 **

                                       1
<PAGE>

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, 2012 and 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 & 12 Months Ended Dec. 31 (12 Months Operating Cash Flow)
                     (12 month audited / 3 month unaudited)


                                                   3 and 12 month revenue ended
                                                             Dec. 31
                                                       2012           2011
                                                  ------------------------------
3 month                                                  3 month revenue
-------                                           ------------------------------
Revenue                                           $ 3,846,275   $3,369,898

                                                  ------------------------------
                                                        12 month revenue
12 month                                          ------------------------------
--------
Revenue                                           $16,400,107   $15,518,635
Net income (loss) GAAP                            $(1,084,447)e $   182,990 e
Net income (loss) per share GAAP                  $     (0.08)  $      0.01

12 month weighted average shares used in
computing per share amounts - basic GAAP           13,169,991    13,272,049
                                                  ------------------------------

                                                  ------------------------------
The following calculations begin with: Net         12 month Operating Cash Flow
income (loss) GAAP                                        ended Dec. 31
                                                  ------------------------------

Operating cash flow (12 month). NON-GAAP -        $1,366,028 a  $ 1,894,659 b, d
Excludes: item "a" as indicated and as listed
below

Operating Cash flow per share (12 months) -       $     0.10 a  $      0.14 b, d
basic. NON-GAAP - Excludes: item "a" as
indicated and as listed below.

Non-cash Adjustments (as per 12 month Statement   $1,326,983 c  $   566,196 c
of Cash Flow)

12 month basic weighted average shares used in    13,169,991     13,272,049
computing per share amounts - basic GAAP
--------------------------------------------------------------------------------

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

a)  NON-GAAP  amount  excludes  certain  non-cash  items  (depreciation,   stock
compensation  expenses,  and deferred  income tax  recovery) as well as interest
income ($759), gain on sale of equipment ($2,217),  and income tax ($1,126,468).
This is a 12 month number as per the financials.

b)  NON-GAAP-  amount  excludes  certain  non-cash  items  (depreciation,  stock
compensation  expenses  and  deferred  income tax  recovery) as well as interest
income ($159), and income tax ($1,145,632). This is a 12 month number as per the
financials.

c) NON-GAAP amount  represents  depreciation,  stock option expense and deferred
income tax recovery.

d) Other Non-GAAP  non-operating  adjustments -  Depreciation  of the factory in
Alberta,  Canada began in 2012. Therefore "New factory construction costs" (2011
=  $895,768)  is not  deducted.  This  number is  disclosed  in order to compare
previous year financial reviews.

e)  Significant  information.  Depreciation  of the  Alberta  factory  began  in
2012.This resulted in most of the significant difference between 2011 profit and
2012 loss.

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: alishap@flexiblesolutions.com
To find out more information about Flexible  Solutions and our products,  please
visit www.flexiblesolutions.com


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>form8kitem202ex992april-13.txt
<DESCRIPTION>EXH. 99.2 O'BRIEN YEAR END SPEECH
<TEXT>

                                  EXHIBIT 99.2




<PAGE>


FY 2012 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 2012.

I'd like review  what we have  accomplished  in the last year and our  estimates
looking forward then move to speaking about the financials. 2012 was a good year
for FSI and I'm  extremely  proud of how hard  each  employee  worked  to supply
increased volume to more customers with no additional personnel. The addition of
several  chemical and biological  research staff will accelerate our new product
development and open new market opportunities for polyaspartate  chemistry.  Our
dedication  to lean  operations,  low  leverage and sales into  multiple  market
verticals has been maintained.

Our significant achievements in 2012 include:

Growth of 6% year over year.

Another  record sales year of 16.4  million,  0.9 million  higher than 2011 even
with  headwinds  such as the difficult  economy in Europe and a major drought in
the US.

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

The Alberta sugar to aspartic acid factory  completed a full year of operations.
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 but we
repeat that we will not make  production  figures  available in the  foreseeable
future for competitive reasons.

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


                                       1
<PAGE>

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 parts of  optimum
success   for   Flexible   Solutions   even  though  the  company  can  be  very
successfulregardless.  It plays a supporting  role to the  NanoChem  division by
providing  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 the soil for several  months,  which has the effect of keeping
fertilizer  easier for plants to absorb.  Because the plant  expends less energy
getting its nutrients,  it has more energy  available to produce valuable crops.
In North America alone,  the wholesale  market is over 2 billion a year and most
crops are able to use TPA profitably. 2012 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.  They built on their  excellent  2011  performance  and
delivered good growth for TPA in agriculture  in 2012.  However,  the drought in
North America  played a part in the overall  reduction in year over year revenue
growth. Agricultural sales growth was partially limited by the drought in Q4.

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 2012 oilfield TPA sales increased and are expected to increase again in 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 continuing research 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 2013

Agriculture revenue in the first 3 months of 2013 has been weaker than 2012. The
effects  of last  year's  drought  are  still  present  in  2013.  Our  mid-west
distribution has not taken up as much product in Q1 2013 as in Q1 2012.  Reasons
for this include;  more growers and dealers who choose just in time purchases to
conserve  cash  after  last  year as well as space and cash  constraints  at the
distribution  level. FSI management will release the Q1 revenue number next week
once it has been finalized, however, we are already sure that Q1 revenue will be
several   hundred   thousand   dollars  less  than  the  year  earlier   period.
Conversations with our distribution network indicate that they believe the sales
not  closed in Q1 will be made in Q2 and Q3 and  strong  growth in the sector is
still expected for full year 2013.



                                       2
<PAGE>

We still  expect the largest  percentage  growth in 2013 will be in  agriculture
followed by oil field.  Detergent  sales are likely to be flat after dropping in
2012 as customers around the world concentrate on value over biodegradability.We
are confident that revenue growth will continue  through 2013; at variable rates
from quarter to quarter as is usual for small companies.

Highlights of the financial results:

Sales for the year increased 6% to $16.4 million compared with $15.5 million for
2011.  The  result  was a loss of $1.08  million  or $0.08 per share in the 2012
period, compared to a gain of $183 thousand or $0.01 per share, in 2011.

Sales in Q4 were 3.85  million,  up 14.2%  compared to 3.37  million in the year
earlier period.  The Q4 revenue was stronger in oil services and agriculture but
flat in cleaning products.

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 was changed again requiring that consultant  options
be  revalued  at vesting  as well as at grant.  This was  negative  for our GAAP
results  regardless  that it is an  imaginary  number.  We  consider  consultant
options to be a useful tool and we will continue using them judiciously.

In 2012 the Alberta  factory began  depreciation  as well as having  expenses in
excess of income resulting in increased losses in Canada. The data following and
our news release of April 1 have revised our 2011  operating  cash flow to be as
comparative as possible given the change in treatment of the Alberta plant.

For full year 2012,  operating cash flow was $1.37  million,  10 cents per share
compared to $1.89  million and 14 cents per share  [revised]  in 2011.  Detailed
information  on how to reconcile  GAAP with non-GAAP  numbers is included in our
news release of April1st.

Income taxes:  Our financials  include $1.145 million in 2012 US income tax paid
compared to $1.126 million in 2011. The Canadian  division,  Flexible  Solutions
Ltd, has accumulated losses as the Alberta factory was expensed and is now being
depreciated.  This has reached a point where we have become  uncomfortable  with
the total as well as with how much  potential  working  capital is being paid as
tax.  Therefore,  we have  reorganized  our  Canadian  assets as  directed  by a
specialist accounting firm beginning January 1 2013. With this revised corporate
organization,  costs  generated  in Canada  that are  intended to benefit our US
sister  corporations  will become  deductible  against US taxes beginning in the
2013 tax year.  Reduced  taxation will increase our earnings and our  internally
generated  growth  capital  starting  in Q1 2013.  Income  tax for 2013  will be
detailed in the  quarterly  reports  with the first being Q1 2013,  44 days from
today.

When income occurs in Canada,  any remaining losses will be consumed after which
our tax load will become a mix of the 25% AB rate and the 40% Illinois rate.


                                       3
<PAGE>


Finally, our other product lines, Watersavr has had many more inquiries over the
last several months.  A successful  trial on a lake in Las Vegas Nevada has been
completed  and will be detailed in a news release next week.  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. Revenue generated by Watersavr sales
will be redeployed  toward  earning more  Watersavr  sales.  Swimming pools will
continue to be managed to optimize cash flow for support to other divisions. The
text of this speech will be available on our website by Wednesday  April 3rd and
email   copies  can  be   requested   from   Jason   Bloom  at  1800  661  3560.
[Jason@flexiblesolutions.com]

Thank you, the floor is open for questions.


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