<SEC-DOCUMENT>0001004878-18-000226.txt : 20181119
<SEC-HEADER>0001004878-18-000226.hdr.sgml : 20181119
<ACCEPTANCE-DATETIME>20181119162630
ACCESSION NUMBER:		0001004878-18-000226
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20181114
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20181119
DATE AS OF CHANGE:		20181119

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:		181192796

	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>form8k202confcall11-18.txt
<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 14, 2018

                    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.)

                                  6001 54 Ave.
                         Taber, Alberta, Canada T1G 1X4
                      -------------------------------------
          (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  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
    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-4(c) under the Exchange
    Act (17 CFR 240.13e-14c))

Indicate by check mark whether the  registrant is an emerging  growth company as
defined in Rule 405 of the Securities  Act of 1933  (ss.203.405 of this chapter)
or Rule  12b-2 of the  Securities  Exchange  Act of 1934  (ss.204.12b-2  of this
chapter.

Emerging growth company [ ]

If an emerging  growth  company,  indicate by check mark if the  registrant  has
elected not to use the extended  transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]

                                       1
<PAGE>

Item 2.02   Results of Operations and Financial Condition

     On November 14, 2018,  the Company  issued a press release  announcing  the
Company's financial results for the three months ended September 30, 2018.

Item 8.01   Other Events

     On November  19, 2018,  the Company  held a conference  call to discuss its
financial  results for the three months  ended  September  30, 2018,  as well as
other information regarding the Company.

Item 9.01   Exhibits

Exhibit
Number      Description of Document

  99.1      November 14, 2018 Press Release

  99.2      Text of opening remarks by Dan O'Brien/November 19, 2018
            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 19, 2018
                                 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>form8k202ex99111-18.txt
<TEXT>




                                EXHIBIT 99.1




<PAGE>


NEWS RELEASE
November 14, 2018


               FSI ANNOUNCES Third Quarter, 2018 FINANCIAL RESULTS

      Change: a Conference call is scheduled for the following week Monday
                             November 19th, 11:00am

                        Eastern time, 8:00am Pacific Time
                    See dial in number and explanation below


VICTORIA,   BRITISH   COLUMBIA,   November   14,   2018  -  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, 2018.

Mr. Daniel B. O'Brien, CEO, states, "We are pleased to show significant positive
revenue  growth for the quarter and  anticipate  that this will continue in Q4."
Mr.  O'Brien  continues,  Third  Quarter  is the one which has the  poorest  mix
between low and high margin  products so cash flow per dollar of revenue is also
less;  we expect a better  combination  in Q4. The first raw material  inventory
that is subject to increased  tariffs is now part of our stock.  We hope that we
are able to maintain sales to US customers while raising prices to cover the new
tariffs."

o    Sales in the Third quarter (Q3) were $3,816,626,  up approximately 17% when
     compared to sales of $3,269,386 in the corresponding period a year ago. The
     financials  show a Q3,  2018 net loss of  $145,470,  or  $0.01  per  share,
     compared to a net loss of $278,924,  or $0.02 per share, in Q3, 2017. Note:
     An expense related to a fire at the Taber, Alberta facility is given in Q3,
     2017.  If the expense  (which is a  non-operating  expense)  were  removed,
     income before income tax would be  approximately  $307,000  higher for that
     year. This is a non-GAAP adjustment.  Furthermore,  as a result of the fire
     damage, any additional insurance payouts or related expenses will make year
     over financial  comparisons difficult in the short term. o o Basic weighted
     average  shares used in  computing  earnings  per share  amounts in Q3 were
     11,630,991 and 11,498,491 for Q3, 2018 and Q3, 2017 respectively.

o    Non-GAAP  operating cash flow: For the 9 months ending  September 30, 2018,
     net income reflects  $257,875 of non-cash charges  (depreciation  and stock
     option  expenses),  income tax, as well as gain (loss) on disposition  (and
     involuntary  disposition)  of  equipment,  interest  income,  write down of
     inventory,  and income  tax;  which are items not related to  operating  or
     current  operating  activities.  When these items are removed,  the Company
     shows operating cash flow of $1,636,702,  or $0.14 per share. This compares
     with  operating  cash  flow of  $1,863,293,  or  $0.16  per  share,  in the
     corresponding  9 months of 2017 (see the table that  follows for details of
     these calculations).

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 over quarter,  however due to increasing sales to agriculture,
revenue  seasonality  may  become  larger.  Also new  sales  opportunities  have
appeared in the  WaterSavrTM  division as a result of the ongoing drought in the
southern United States.  Many  municipalities are water stressed and are seeking
ways to conserve water.

Conference call

* CEO, Dan O'Brien will be travelling  and is unavailable to attend a conference
call at the usual time. Instead a conference call has been scheduled for 11:00am
Eastern Time, 8:00am Pacific Time, on Monday November 19, 2018. CEO, Dan O'Brien
will  be  presenting  and  answering   questions  on  the  conference  call.  To
participate in this call please dial 1  888-394-8218  (or 1  323-794-2591)  just
prior to the scheduled call time. The conference call title, "Third Quarter 2018
Financials," may be requested.

                                       1
<PAGE>

The above information and following table contain supplemental information
regarding income and cash flow from operations for the period ended September
30, 2018. 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
                                                    2018             2017
                                               ---------------------------------

Revenue                                        $3,816,626     $ 3,269,386

Income (loss) before income tax - GAAP         $ (182,838)    $  (489,641) a

Provision for Income tax(Recovery)  - GAAP     $  (37,368)    $  (210,717)

Net income (loss)  - GAAP                      $ (145,470)    $  (273,623) a

Net income (loss) per common share - basic. -  $    (0.01)    $     (0.02)
GAAP
3 month weighted average shares used in
computing per share amounts - basic.-  GAAP    11,630,991      11,498,491

                                                  9 month Operating Cash Flow
                                                         Ended June 30
                                               ---------------------------------
Operating Cash flow (9 months). NON-GAAP       $ 1,636,702 b  $ 1,863,300 b

Operating Cash flow per share excluding        $      0.14 b  $      0.16 b
non-operating items and items not related to
current operations (9 months) - basic.
NON-GAAP
Non-cash Adjustments (9 month) GAAP            $   257,875 c  $   258,263 c

Shares (9 month basic weighted average) used 11,470,196 in computing per share
amounts - basic GAAP 11,627,464
--------------------------------------------------------------------------------

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

a)  Non-GAAP  -::The  financials  give an  expense  of  $307,432  related to the
clean-up  of the  fire  damaged  site  in  Taber  Alberta  in  2017.  This  is a
non-operating  expense, which if added back to net income would result in higher
net income for that year - This is a non-GAAP number.

b) Non-GAAP - amounts exclude certain cash and non-cash items:  depreciation and
stock option  expense (2018 = $257,875,  2017 = $258,263),  gain on investment (
2018 = $5,336,  2017 = N/A),  net  gain/(loss)  on  involuntary  disposition  of
equipment (2018 = $1,714,261, 2017 = $1,938,286),  write down of inventory (2018
= N/A, 2017 = $51,346),  interest income (2018 = $17,459, 2017 = $323), deferred
tax expense (2018 = N/A, 2017 = $23,404), and Income tax (2018 = 421,783, 2017 =
$221,530). 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
                  6001 54th Ave, Taber, Alberta, CANADA T1G 1X4
                                Company Contacts

                                                                     Jason Bloom
                                                         Toll Free: 800 661 3560
                                                               Fax: 403 223 2905
                                              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: info@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>form8k202ex99211-18.txt
<TEXT>




                                  EXHIBIT 99.2




<PAGE>

Q3 2018

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 2018.

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

Insurance compensation from the fire has been received in full. There will be no
further  payments,  but the  accounting  and tax  effects of the  payments  will
continue to distort and complicate our financials for several more quarters. The
property  where the fire  took  place  has been  listed  and will be sold when a
reasonable offer is received.

Our NanoChem  division,  NCS,  represents nearly all of the revenue of FSI. This
division makes thermal poly-aspartic acid, called TPA for short, a biodegradable
polymer with many valuable  uses.  NCS 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 by slowing  crystal growth between  fertilizer  ions and other ions in
the soil resulting in fertilizer  remaining  available  longer for the plants to
use. The  attraction  between the TPA and the  fertilizer  ions also retains the
nutrients  closer to the plant roots.  Keeping  fertilizer more easily available
for crops to use, results in better yield with the same level of  fertilization.
TPA in agriculture has a strong economic value for all links in the sales to end
user chain.  There are good profits from  manufacturer  through the distribution
system to the grower,  yet the grower  still earns a great profit from the extra
crops produced using the same land but no extra fertilizer.  A summer 2018 trial
on strawberries  done by the University of California at Davis resulted in a 15%
increase in berries along with  increased  quality.  The use of $40 worth of TPA
yielded several hundred dollars in additional revenue per acre.

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
normally grow steadily but slowly. 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.  Scale  must be  prevented  to keep the oil
recovery  pipes from  clogging.  SUN 27(TM) and N Savr  30(TM) are our  nitrogen
conservation  products.  Nitrogen is a critical  fertilizer but it is subject to
loss through bacterial breakdown, evaporation and soil runoff. Both our nitrogen
products are becoming well  respected and sales  continue to grow.  They utilize
much more environmentally friendly solvents than some of the competing products.

                                       1
<PAGE>

SUN 27(TM) is used to conserve  nitrogen from attack by soil  bacterial  enzymes
while N Savr  30(TM) is directed  toward  nitrogen  loss  through  leaching  and
evaporation.  Each of our nitrogen  products  are equal to, or better than,  the
competing products.

Watersavr(TM):  Winter is  starting  in most of the areas we are  trying to sell
into.  News  regarding  Watersavr(TM)  is unlikely  until  February  2019 at the
earliest.

Delivered water costs now exceed $1000 per acre foot in many  California  cities
while the total  cost of saving an acre foot  using  WaterSavr(TM)  is less than
$200. WaterSavr(TM) can reduce annual losses from reservoirs by up to 2 feet per
treated  acre. A  municipality,  that pays $1200 - $2400 per acre foot for water
and does not use  WaterSavr(TM)  is wasting  significant tax revenue - about $12
million a year for San  Diego -  regardless  of the  drought  conditions  in any
particular year.

Q4 and the start of 2019

TPA, SUN 27(TM) and N Savr 30(TM) for  agricultural use that have peak uptake in
Q1 and Q2 were strong as reported.  Q3 was weaker because the crops had received
most of their 2018 nutrition.  We anticipate  that Q4 agriculture  product sales
should  strengthen to service early buy and winter crop  programs.  Q1 and Q2 in
2019 should show good improvements from the year earlier periods.

Oil, gas and industrial  sales of TPA were not as strong in Q3 2018 as they were
in the same  period of 2017.  We are  working  to change  this and expect to see
improvement  by 4th quarter of this year.  The  recovery of sales to this market
vertical is expected to continue into 2019.

Effect of the  acquisition  announced this morning:  This will add at least $1.3
million  in  consolidated  revenue to FSI for Q4 2018 and  contribute  to EBITDA
immediately.  In 2019,  we hope that ENP will  provide more than $7.5 million in
new revenue and significant positive cash flow.

Full year 2018 revenue  will  increase  compared to 2017,  even with the need to
replace the  shortfall  from the first 6 months of the year. We also expect that
profits and  operating  cash flow will  increase  provided  that the cost of raw
materials  and our product mix remain  relatively  stable in Q4. The  accounting
effects of the fire will distort the numbers unpredictably until Q2 2019 and our
regular  warning  applies - that we can't control  customer  behavior,  shipping
dates,  weather,  crop pricing, oil platform maintenance and the other variables
of our business,  so quarterly  results will be unlikely to form a straight line
on a graph.

Tariffs:  Since  Sept 30th,  all raw  materials  imported  from China have a 10%
additional  tariff.  US customers are receiving  price  increases  from us as we
begin to use the new  inventory.  Because there is a significant  probability of
the tariffs on Chinese goods increasing to 25% on Jan 1, we have ordered more of

                                       2
<PAGE>

the goods we obtain from China for delivery prior to the end of the year.  Extra
inventory will give us time to react if the tariff rises again.

Highlights of the financial results:

Sales for the  quarter  increased  17% to $3.82  million,  compared  with  $3.27
million for Q3 2017.  The result is a loss of $145 thousand or $0.1 per share in
the 2018  period,  compared to a loss of $279  thousand  or $0.02 per share,  in
2017.

Working capital is excellent,  including  substantial  cash on hand as well as a
line of credit  with BMO Harris Bank of Chicago.  We are  confident  that we can
execute our plans with our existing  capital.  The acquisition was funded with a
loan from BMO Harris plus a  convertible  note to the seller and has not reduced
our cash position.

The  insurance  recovery  and site  remediation  costs from the Taber fire had a
large effect on our results in 2017 and 2018 and this will  continue  into 2019.
The final cash  recovery  in April  2018,  any tax  adjustments  and the amounts
received  already will affect our GAAP  financials  until at least Q2 2019 - the
period allowed by Canadian tax law before a final tax occurs on any profits from
an insured event. It is highly probable that the deferred tax asset shown on our
balance sheet will offset any tax owing on the insurance recovery.

The text of this speech will be  available  on our website by Tuesday,  November
20th  and  email  or  fax  copies  can  be   requested   from  Jason   Bloom  at
Jason@flexiblesolutions.com.


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