<SEC-DOCUMENT>0001004878-15-000313.txt : 20151116
<SEC-HEADER>0001004878-15-000313.hdr.sgml : 20151116
<ACCEPTANCE-DATETIME>20151116145300
ACCESSION NUMBER:		0001004878-15-000313
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20151113
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20151116
DATE AS OF CHANGE:		20151116

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:		151233624

	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>form8kitem202nov-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): November 13, 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   Results of Operations and Financial Condition

     On November 13, 2015,  the Company  issued press  releases  announcing  the
Company's financial results for the period ended September 30, 2015.


Item 7.01   Regulation FD Disclosure

     On November  16, 2015,  the Company  held a conference  call to discuss its
financial  results for the period ended  September  30,  2015,  as well as other
information regarding the Company.

Item 9.01   Exhibits

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

  99.1      November 13, 2015 Press Release

  99.2      Text of opening remarks by Dan O'Brien/November 16, 2015
            conference call










                                       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:  November 16, 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>form8kitem202ex991nov-15.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>




                                  EXHIBIT 99.1




<PAGE>




NEWS RELEASE
November 13, 2015


               FSI ANNOUNCES THIRD QUARTER, 2015 FINANCIAL RESULTS
    Conference call scheduled for Monday November 16th, 11:00am Eastern time,
                               8:00am Pacific Time
                            See dial in number below


VICTORIA,   BRITISH   COLUMBIA,   November   13,   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 third quarter (Q3) ended September 30, 2015.

Mr. Daniel B. O'Brien,  CEO, states,  "Most of the top line revenue miss was due
to the heavy flooding in Texas that  prevented  WaterSavr  sales there.  Careful
cost control  allowed us to increase our income  slightly  even with the reduced
revenue  and we look  forward to possible  resumption  of top line growth in the
coming  quarters.  We are also  concentrating  on  multiple  US states  for 2016
Watersavr  sales to reduce the  chances of losing all sales to a single  weather
event."

     o    Sales in the third quarter (Q3) were  $3,303,216,  down  approximately
          14% when compared to sales of $3,850,514 in the corresponding period a
          year ago.  The  financials  give a Q3, 2015  accounting  net income of
          $237,202 or $0.02 per share  compared to an  accounting  net income of
          $177,228, or $0.01 per share in Q3, 2014.

     o    Basic weighted  average shares used in computing net income in Q3 were
          13,177,208 and 13,169,991 for 2015 and 2014 respectively.

     o    Non-GAAP  operating cash flow:  For the 9 months ending  September 30,
          2015, net income reflects  $483,134 of non-cash charges  (depreciation
          and stock option expenses), as well as net income tax ($750,357), loss
          on sale of equipment  ($45,249) and interest income ($2,963) which are
          items not related to operating or current operating  activities.  When
          these  items are  removed the  Company  shows  operating  cash flow of
          $2,335,916, or $0.18 per share. This compares with operating cash flow
          of $1,023,844,  or $0.08 per share,  in the  corresponding 9 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 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,
Monday  November  16th  to  discuss  the  financials.   Call   888-430-8694  (or
719-325-2463).  The  conference  call  title,  "Third  Quarter,  2015  Financial
Results," may be requested.*



Please see next page...


                                       1
<PAGE>


The above information and following table contain supplemental information
regarding income and cash flow from operations for the 9 months ended September
30, 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:

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                      Consolidated Statement of Operations
         For 3 Months Ended September 30 (9 Months Operating Cash Flow)
                                   (Unaudited)

                                                  3 months ended September 30
                                                    2015             2014
                                               ---------------------------------
Revenue                                         $ 3,303,216        $ 3,850,524

Income before income tax - GAAP                 $   314,856        $   186,038

Net income (loss)  - GAAP                       $   2,37,202 a     $   177,228 a

Net income (loss) per common share - basic. -   $       0.02 a     $      0.01 a
GAAP

3 month weighted average shares used in           13,177,208        13,169,991
computing per share amounts - basic -  GAAP
                                                  9 month Operating Cash Flow
                                                       Ended September 30
                                               ---------------------------------
Operating Cash flow (9 months). NON-GAAP        $ 2,335,916 b     $  1,023,844 b

Operating Cash flow per share excluding         $      0.18 b     $       0.08 b
non-operating items and items not related to
current operations (9 months) - basic.
NON-GAAP

Non-cash Adjustments (9 month) NON-GAAP         $   483,134 c     $    494,922 c

9 month weighted average shares used in          13,172,423         13,169,991
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 - as of January 2013 the  accumulated  loss and  expenses  resulting
from the  Alberta  division  can now be used to reduce  taxable  income from the
Illinois division.
b) Non-GAAP - This  calculation  begins with 9 month Net income (loss).  Amounts
exclude certain  non-cash items:  depreciation  and stock option expense (2015 =
$483,134, 2014 = $494,922),  interest income (2015 = $2,963, 2014 = $0), Loss on
the sale of  equipment  (2015 = $45,249,  2014 = $0),  Provision  for income tax
(2015  =  $750,357,  2014  =  $107,519).  See  Operating  Cash  Flow  for  other
adjustments.
c) Non-GAAP - amounts represent depreciation, and 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
              206 - 920 Hillside Ave, Victoria, BC CANADA V8T 1Z8

                                Company contacts
                                                                     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:  danielle@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>form8kitem202ex992nov-15.txt
<DESCRIPTION>EXHIBIT 99.2 CONFERENCE CALL TEXT
<TEXT>




                                  EXHIBIT 99.2




<PAGE>


Q3 2015

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  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.

Welcome to the FSI conference call for third quarter 2015.

Before focusing on the financials,  I'd like to talk about our product lines and
what we think may occur over the next several quarters.

The NanoChem division represents most of the revenue of FSI. This division makes
thermal  poly-aspartic  acid called TPA for short, a biodegradable  protein with
many valuable uses and also  manufactures SUN 27(TM) and N Savr 30(TM) which are
used to reduce nitrogen fertilizer loss from soil.

TPA is used in agriculture to  significantly  increase crop yield. The method of
action is through  limiting  crystal embryo growth between  fertilizer  ions and
other ions in the soil. When embryonic  crystals are prevented from transforming
into fully  crystalline form by TPA, the fertilizer  remains available to plants
longer into the season.  The firm but light  attraction  between the TPA and the
fertilizer  ions also reduces  fertilizer  run-off.  Keeping  fertilizer  easily
available to crops results in better yield with the same level of fertilization.

TPA in agriculture is a unique economic  situation for all links in the sales to
end user chain. 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 great profit from the extra crops he produces  with
the same land and the same  fertilizer  program.  More than 350 trials  over the
last 15 years have demonstrated that investing $10 - $15 per acre in TPA can pay
back $30 to $100 or more.  We believe this is an excellent  basis for  long-term
growth  in sales  as more  growers  become  aware  of this  improvement  in best
practice.

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.  A  simple
explanation of TPA's effect is that it prevents the scaling out of minerals that
are part of the water fraction of oil as it exits the rock formation.  The scale
must be  prevented  to keep the pipes  from  clogging.  Used as a  biodegradable
additive  in  fracking  fluid,  TPA has the same effect on the pipes but is also

                                       1
<PAGE>

known to reduce scale plugging of rock pores thus increasing the flow of oil and
gas to the pipes from the rock. Many  alternative  chemicals are used to prevent
pore plugging - TPA is the biodegradable choice.

SUN 27(TM) is in full scale production and we continue to pursue orders. It is a
fertilizer additive that reduces the speed of nitrogen fertilizer degradation in
soil.  Most soils contain the protein urease,  an enzyme that degrades  nitrogen
fertilizer.  Up to half the  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 given that  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 that 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 our pricing is 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.

N Savr  30(TM):  As a result of our  inventive  work to develop SUN  27(TM),  we
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.  We  have  organized  multi-truckload  capacity  and are
actively seeking orders for Q4 2015. We manufacture for distribution under trade
names owned by the distributors and also under our trademark, N Savr 30.

Watersavr(TM): We are continuing our efforts in the USA, Turkey, Morocco, Chile,
Brazil parts of East-Asia and Australia.

WaterSavr(TM)  could  have had a  breakthrough  this  year with the  project  in
Wichita Falls,  TX. The 2014 success in saving 18% of evaporation on a 5600 acre
lake was set to be repeated in 2015. However, Texas experienced massive flooding
with much loss of life and property  just as WaterSavr was due to be ordered for
the 2015  evaporation  season.  We are sorry for what the  people of Texas  have
endured,  first with the drought and then with the floods. We hope to be able to
help with any new drought conditions that may emerge in 2016 and have maintained
our strong  relationships with the groups who manage water in the state. We have
several additional WaterSavr  opportunities in progress but none as far advanced
as Texas is.

Q4 and the start of 2016

Potential increases in sales are possible in all product lines.  EX-10(TM),  our
brand  name  for TPA for  agricultural  use,  begins  uptake  in Q4 for the 2016
season.  SUN 27(TM),the  nitrogen  conservation  product for agriculture that we
introduced  last year is entering a new season of sales which is normally Q4 and
Q1. Our second product for nitrogen conservation, N Savr 30, is also a Q4 and Q1
purchase decision.

                                       2
<PAGE>

Growth in oilfield use of TPA is likely but with the caveat that the recent fall
in oil prices has reduced hydraulic fracturing activity and we will not see
increases in purchases from frackers until the oil price recovers.

WaterSavr(TM)  does not expect  sales in Q4 because of the  Northern  hemisphere
winter.  It is possible  that small orders may occur in Q1 for use in the summer
of 2016 but our expectation is that the significant  sales, if they occur,  will
be in Q2 and Q3.

We are not able to provide specific growth predictions  because,  despite loyal,
growing customers and new sales opportunities in multiple markets, our sales are
purchase order by purchase order rather than long term uptake  contracts.  It is
unrealistic  to  give  numerical   guidance  under  these   conditions.   Unless
agriculture and oil prices decline even further,  we are comfortable  predicting
that full year 2016  revenue  will be higher than 2015.  In Q4 2015 we may see a
return to year over year growth due to pre-season  ordering of agricultural TPA,
SUN 27(TM) and N Savr 30 for 2016.  Throughout 2016 we expect  additional growth
in revenue with the usual lumpy quarterly numbers because of customer  behavior,
weather,  crop pricing,  oil platform maintenance and the other variables of our
business.

Highlights of the financial results:

Sales for the  quarter  decreased  14% to $3.30  million,  compared  with  $3.85
million for Q3 2014. The result is a gain of $237 thousand or $0.02 per share in
the 2015  period,  compared to a gain of $177  thousand  or $0.01 per share,  in
2014.  Careful cost control allowed us to increase our income slightly even with
the reduced revenue.  Most of the reduction was a direct result of the floods in
Texas which reduced WaterSavr(TM) revenue by more than $300,000.

Working  capital is very  adequate.  The Company's  growth is well  supported by
retained earnings and a line of credit with a Chicago based bank.

FSI also provides a non-GAAP  measure useful for judging year over year success.
"Operating cash flow" is arrived at by removing taxes,  interest,  depreciation,
option expenses and one-time items from the statement of operations.

For the nine months ending Sept 2015,  operating cash flow was $2.34 million and
18 cents per share  compared to $1.024 million or 8 cents per share for the nine
month  period  in 2014.  Detailed  information  on how to  reconcile  GAAP  with
non-GAAP numbers is included in our news release of November 13th.

The text of this speech  will be  available  on our website by Tuesday  November
17th and email or fax copies  can be  requested  from  Jason  Bloom at 1 800 661
3560.

[Jason@flexiblesolutions.com]

Thank you, the floor is open for questions
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
