<SEC-DOCUMENT>0001004878-15-000145.txt : 20150520
<SEC-HEADER>0001004878-15-000145.hdr.sgml : 20150520
<ACCEPTANCE-DATETIME>20150519174309
ACCESSION NUMBER:		0001004878-15-000145
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20150515
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150520
DATE AS OF CHANGE:		20150519

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:		15877565

	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>form8kitem801confcall5-15.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, 2015

                      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   Result of Operations and Financial Condition

     On May 15,  2015,  the  Company  issued  a  press  release  announcing  the
Company's financial results for the three months ended March 31, 2015.

Item 7.01   Regulation FD Disclosure

     On May  18,  2015,  the  Company  held a  conference  call to  discuss  its
financial  results for the three months  ended March 31, 2015,  as well as other
information regarding the Company.

Item 9.01.  Financial Statements and Exhibits

     (d) Exhibits

Number     Description
------     -----------

99.1       May 15, 2015 Press Release
99.2       Conference call discussion recording first quarter 2015 financial
           results.

                                       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 19, 2015

                                 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>form8kitemex991may-15.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>




                                  EXHIBIT 99.1




<PAGE>

NEWS RELEASE
May 15, 2015


               FSI ANNOUNCES FIRST QUARTER, 2015 FINANCIAL RESULTS
   Conference call scheduled for Monday May 18th, 11:00am Eastern time, 8:00am
                      Pacific Time See dial in number below


VICTORIA,  BRITISH COLUMBIA,  May 15, 2015 - 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, 2015.

Mr. Daniel B.  O'Brien,  CEO,  states,  "Q1,  2015 shows  significant  growth in
revenue,  income and cash flow compared to the year earlier period. This follows
the same pattern as the last half of 2014 and is very satisfying.  We anticipate
that the hard work of our skilled team will allow this pattern to continue."

     o    Sales in the first quarter (Q1) were $4,963,887,  up approximately 30%
          when  compared to sales of $3,812,981  in the  corresponding  period a
          year ago. The  financials  show a Q1, 2015 net income of $504,265,  or
          $0.04 per  share,  compared  to a net loss of  $155,578,  or $0.01 per
          share, in Q1, 2014.

     o    Basic  weighted  average shares used in computing per share amounts in
          Q1 were 13,169,991 for both 2015 and 2014.

     o    Non-GAAP  operating cash flow: For the 3 months ending March 31, 2015,
          net income reflects  $221,292 of non-cash  charges  (depreciation  and
          stock option expenses), income tax, as well as gain or loss on sale of
          equipment and interest income which are items not related to operating
          or current  operating  activities.  When these items are removed,  the
          Company shows  operating cash flow of  $1,107,305,  or $0.8 per share.
          This compares with operating cash flow of $65,714, or $0.00 per share,
          in the  corresponding 3 months of 2014 (see the table that follows for
          details of these calculations).

The NanoChem division  continues to produce most of FSI's revenue and cash flow.
New  opportunities  continue  to arise that may further  increase  sales in this
division.



* a  conference  call has been  scheduled  for 11:00 am  Eastern  Time,  8:00 am
Pacific  Time, on Monday May 18, 2015.  CEO, Dan O'Brien will be presenting  and
answering  questions on the conference  call. To participate in this call please
dial 1-888-427-9376 (or  1-719-325-2393)  just prior to the scheduled call time.
The conference call title, "First Quarter 2015 Financials," may be requested.





The above  information  and  following  table contain  supplemental  information
regarding  income and cash flow from operations for the 3 months ended March 31,
2015.  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 Months Ended March 31 (3 Months Operating Cash Flow)
                                   (Unaudited)
--------------------------------------------------------------------------------
                                                    3 months ended March 31
                                                    2015             2014
                                               ---------------------------------
Revenue                                         $ 4,963,887    $ 3,812,981

Income (loss) before income tax - GAAP          $   908,862    $   (155,578)
Provision for Income tax(net)  - GAAP           $   404,597- a $          - a
Net income (loss)  - GAAP                       $   504,265    $   (155,578)
Net income (loss) per common share - basic. -
GAAP                                            $      0.04    $     ( 0.01)
3 month weighted average shares used in
computing per share amounts - basic.-  GAAP      13,169,991      13,169,991

                                                  3 month Operating Cash Flow
                                                        Ended March 31
                                               ---------------------------------
Operating Cash flow (3months). NON-GAAP         $ 1,107,305 b  $     65,714 b

Operating Cash flow per share excluding
non-operating items and items not related to
current operations (3 months) - basic.
NON-GAAP                                        $      0.08 b  $       0.00 b
Non-cash Adjustments (3 month) GAAP             $   174,538 c  $    221,292 c
Shares (3 month basic weighted average)
used in computing per share
amounts - basic GAAP                             13,169,991      13,169,991
--------------------------------------------------------------------------------

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

a) GAAP - as of January 2013 the  accumulated  loss and expenses  resulting from
the Alberta  division  can be used to reduce  taxable  income from the  Illinois
division.
b) Non-GAAP - amounts exclude  certain  non-cash items  (depreciation  and stock
option expense totaling: 2015 = $174,538, 2014 = $221,292), net income tax (2015
= $404,597, 2014 = $ N/A), gain/(loss) on the sale of equipment(2015 = (26,867),
2014 = $ N/A)  and  interest  income  (2015 =  $2,962,  2014 = $  N/A).  See the
financial statements for all adjustments.
c) Non-GAAP - amounts  represent  depreciation and stock  compensation  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
               206 - 920 Hillside Ave, Victoria, BC CANADA V8T 1Z8
                                                                   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: sara@flexiblesolutions.com

To find out more information about Flexible  Solutions and our products,  please
visit www.flexiblesolutions.com.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>form8kitem801ex992may-15.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>




                                  EXHIBIT 99.2




<PAGE>


Q1 2015 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  statements 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.

First let me review the progress  that has been made in the past year and then I
will move on to the financials.

The NanoChem Division or NCS

NCS makes  polyaspartic  acid [TPA] a  biodegradable  protein with many valuable
uses. It now represents approximately 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,  the wholesale  market is over 2 billion a year and most crops
are able to use TPA profitably.  Crop prices currently  available to growers are
well above the breakeven point for using TPA.

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.
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.  This research has progressed to
early adoption and we have seen increased  sales over the last year. TPA is used
as part of the fracking fluid and intended to prevent scale from  destroying the
permeability  of the rock pores as well as its better  known  function  of scale
control in piping.  Clogged  rock pores  reduce well  production.  TPA has added
value compared to existing fluid  components  due to its  biodegradability  - it
does not need to be removed when cleaning used fracking  water and  demonstrates
oil industry sensitivity to environmental safety which can improve relationships
with neighbors and regulators.

SUN  27(TM):  NCS has been making and  selling  this  product for a year and are
satisfied with the initial success. We expect it to become a significant revenue
stream in 2016 and onward. SUN 27(TM) is a fertilizer  additive that reduces the
speed of nitrogen fertilizer degradation in soil. Most soils contain the protein
urease,  which is an enzyme that degrades  nitrogen  fertilizer.  Up to half the

                                       1
<PAGE>

nitrogen  applied  to a  field  can  be  lost  to  urease  activity.  This  is a
significant cost to the grower and has negative  environmental side effects. The
size of the potential market for urease inhibition is very large.  Nitrogen,  in
various  formats that can be protected by SUN 27(TM),  is applied to millions of
acres of crop land  worldwide  each year and nitrogen loss through urease enzyme
activity destroys large amounts of expensive nitrogen fertilizer.  SUN 27(TM) is
equal to, or better  than,  competing  products  and  pricing  is set to be very
competitive at both wholesale and retail levels. SUN 27(TM) has a lower freezing
point than competing urease  inhibitors  resulting in reduced storage  problems.
SUN  27(TM)  is  manufactured  in the US and  sold by our  NanoChem  subsidiary:
www.nanochems.com.

DCD 30(TM): As a result of our inventive work to develop SUN 27(TM),  NCS became
expert enough in nitrogen conservation  chemistry to formulate a solution to the
second major cause of nitrogen fertilizer loss;  de-nitrification.  This is also
caused by  bacterial  activity  in soil - warm wet  soils  are the most  prone -
resulting in oxygen being  stripped from the  fertilizer to leave  nitrogen gas.
The gas can't be used by the plants  and  escapes  to the  atmosphere.  The gold
standard for reducing  de-nitrification  is a DCD solution and we have developed
an excellent  version.  At this time NCS is manufacturing for distribution under
trade names owned by our distributors as well as our registered  trademark:  DCD
30(TM).

Watersavr(TM)  may have had the  breakthrough  it has  sought for years with the
project in Wichita  Falls,  TX.  However,  fortunately  for the people of Texas,
there has been rain in the last  month.  The  precipitation  has been  enough to
raise the  reservoir  levels at Wichita Falls to about 50% compared to below 20%
last August.  Water managers are aware that the drought is not over and that the
best water level at the start of the main evaporation season is full rather than
half full. Our sales team is helping the  professional  water managers  convince
funding  agencies  that the time to save water using  WaterSavr is when you have
water yet the reservoirs  are far from full.  The Lake  Arrowhead  reservoir has
twice as much surface  area  compared to last year and loses twice as much water
each day as a result.  Early use of Watersavr is much more valuable than waiting
until most of the water is used by people and  evaporated  away. In fact,  using
Watersavr  while the reservoir is fullest can result in higher levels at the end
of one dry season and help the next rainy season fill  storage  enough for a new
dry season.

The 2012 Lake Sahara  project,  the very positive  2013/14 AWWA journal  article
that  resulted  from the Lake  Sahara  project  and the hard  work over the last
decade at sites around the world led to the  showcase  program  which  completed
last fall in Wichita Falls, Texas. There were no problems encountered during the
deployment  and we feel  comfortable  that we have the  equipment  and skills to
protect much larger  lakes from  evaporative  loss.  The results of the showcase
program  were  released by the Texas Water  Development  Board in January  2015,
pointed  to a high  probability  of 15%  savings or greater  and  confirmed,  as
always, no change in water quality or effect on wildlife.  The data was received
with  great  interest  by  water  management   groups   throughout  the  US  and
internationally.  Several  groups have  indicated  that if funding is available,
they will do showcase programs in their area this year.

Lake Sahara,  Las Vegas  reports that for the third year in a row, they are sure
they have saved money and water.  Water  quality is exactly as it was before the

                                       13
<PAGE>

introduction  of  Watersavr(TM).   In  addition,  the  endangered  fish  species
population  of Lake Sahara is larger today than the first year of  Watersavr(TM)
use. Lake Sahara is using our product again this season.

Q2 AND REST OF 2015

Continued double digit growth is our goal. We think that the combination of TPA,
SUN  27(TM),  DCD  30(TM) and  Watersavr(TM)  will  result in growth  under most
economic conditions and any weakness in a single product during a quarter should
be compensated  for by strength in the others.  In the past we have attempted to
forecast sales based on historical results.  However,  none of our customers are
on long-term  contracts and the worlds various  economies are in continuous flux
so we are not able to provide numerical growth predictions. We have negative and
positive  surprises such as oil platform  maintenance  shutdowns and fast volume
uptake by new distributors.  Early indications are that Q2 is quite strong which
leads us to expect that first half 2015 will be one of our best.

In Q3 we have a realistic  expectation  of  Watersavr(TM)  sales  larger than Q3
2014, combined with increased TPA sales to drive growth in the quarter.

In Q4,  we will  strive  to book  early  sales in all  three of our  agriculture
products  to  obtain  growth  in  fourth  quarter  as well.  The  result  of our
anticipated  success  in each  quarter of 2015  could be a  significant  revenue
increase for the full year. Highlights of the financial results:

Sales for the quarter increased 30% to $4.96 million compared with $3.81 million
for 2014.  The  result is a gain of $504  thousand  or $0.04 per share in the 15
period, compared to a loss of $156 thousand or $0.01 per share, in 2014.

Working  capital is  sufficient  to support  our growth and is  increasing  as a
result of  retained  earnings.  The  Company  is also  supported  by its  mostly
untapped 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 2015, operating cash flow was $1.11 million, 8 cents per share
compared to $65 thousand and 0 cents per share in 2014. Detailed  information on
how to reconcile  GAAP with non-GAAP  numbers is included in our news release of
May 15th.

The text of this speech will be  available  on our website by Tuesday,  May 19th
and email or fax 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>
