<SEC-DOCUMENT>0001004878-19-000086.txt : 20190520
<SEC-HEADER>0001004878-19-000086.hdr.sgml : 20190520
<ACCEPTANCE-DATETIME>20190520160432
ACCESSION NUMBER:		0001004878-19-000086
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20190520
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20190520
DATE AS OF CHANGE:		20190520

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:		19838713

	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>form8k202confcall5-19.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): May 17, 2019

                      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 Identification No.)
Employer  of incorporation)

                                  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))

Securities registered pursuant to Section 12(b) of the Act:

--------------------------------------------------------------------------------
     Title of each        Trading             Name of each exchange on which
     class                Symbol(s)                     registered
--------------------------------------------------------------------------------

     Common Stock              FSI                    NYSE American
--------------------------------------------------------------------------------

                                       1
<PAGE>


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. [ ]













                                       2
<PAGE>

Item 2.02   Results of Operations and Financial Condition

     On May 17,  2019,  the  Company  issued  a  press  release  announcing  the
Company's financial results for the three months ended March 31, 2019.

Item 8.01   Other Events

     On May  20,  2019,  the  Company  held a  conference  call to  discuss  its
financial  results for the three months  ended March 31, 2019,  as well as other
information regarding the Company.

Item 9.01   Exhibits

Exhibit
Number      Description of Document

  99.1      May 17, 2019 Press Release

  99.2      Text of opening remarks by Dan O'Brien/May 20, 2019 conference
            call














                                       3
<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 20, 2019
                                 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>form8k202ex991may-19.txt
<TEXT>




                                  EXHIBIT 99.1




<PAGE>

NEWS RELEASE
May 17, 2019

       FSI ANNOUNCES FIRST QUARTER, 2019 FINANCIAL RESULTS Conference call
           scheduled for Monday May 20th, 2019, 11:00am Eastern time,
                              8:00 am Pacific Time
                            See dial in number below

VICTORIA,  BRITISH COLUMBIA,  May 17, 2019 - 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 ended March 31, 2019.

Mr. Dan  O'Brien,  CEO  comments,  "We are very  pleased with the results of our
first quarter.  Having a record profit to go with record revenue truly shows the
quality of our team and, in  addition,  the quality of the new team  members who
joined us last October." CEO O'Brien continues, "Nine cents a share is excellent
earnings,  however,  Shareholders  should be aware that earnings were reduced by
two  items.  The  costs of the  October  ENP  acquisition  reduced  earnings  by
approximately  1/2 cent per share  which  will not  recur.  Second,  during  the
quarter we placed more than $250,000 in tariffs with the US Government,  most of
which will be  recovered  over a period of time  through the rebate  program for
export sales." Mr. O'Brien concludes,  "At some future point we will receive the
tariff  rebates and since the  acquisition  won't  recur,  we consider  that the
underlying non-GAAP earning for the quarter to be 11 cents rather than 9."

     o    Sales for the first quarter (Q1), 2019 were up  approximately  102% to
          $8,471,476  when  compared to sales of  $4,201,180  for Q1, 2018.  The
          result was an after tax GAAP  accounting net income of $1,011,150,  or
          $0.09 per weighted  average  share for Q1, 2019,  compared to an after
          tax GAAP  accounting  net income of  $703,664,  or $0.06 per  weighted
          average  share  for Q1,  2018.  See  comment  above  regarding  tariff
          rebates.  o o Basic weighted average shares used in computing earnings
          per share amounts for the quarter were:  11,705,613 and 11,620,291 for
          Q1, 2019 and Q1, 2018 respectively.

     o    Non-GAAP  operating cash flow: For the 3 months ending March 31, 2019,
          net income reflects  $154,026 of non-cash  charges  (depreciation  and
          stock option  expenses),  loss on  involuntary  disposition,  interest
          income,  interest  expense,  (gain)/loss on investment,  write down of
          inventory, deferred tax expense, and income tax. These items are items
          not related to operating or current operating  activities.  When these
          items  are  removed,   the  Company  shows   operating  cash  flow  of
          $1,300,360, or $0.11 per share. This compares with operating cash flow
          of $1,104,379  or $0.10 per share,  in the  corresponding  3 months of
          2018 (See the table that  follows for  details of these  calculations.
          Anticipated tariff rebates are not included in the operating cash flow
          number).

The NanoChem division continues to be more than 60% 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.

* a  conference  call has been  scheduled  for 11:00 am  Eastern  Time,  8:00 am
Pacific Time, on Monday May 20th , 2019. CEO, Dan O'Brien will be presenting and
answering  questions on the conference  call. To participate in this call please
dial toll  free1-888-220-8474  (or +1 856-344-9221)  just prior to the scheduled
call time. The conference  call title,  "First Quarter 2019 Financial  Results,"
may be requested.

The above  information  and  following  table contain  supplemental  information
regarding  income and cash flow from  operations  for the period ended March 31,
2019.  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
                                                    2019             2018
                                            -----------------------------------
Revenue                                        $8,471,476     $4,201,180

Income (loss) before income tax - GAAP         $1,293,495 a   $1,005,560 a

Provision for Income tax(Recovery) net  - GAAP $(253,081) a   $  (301,896)

Net income (loss)  - GAAP                      $1,011,150 a   $   703,664 a

Net income (loss) per common share - basic. -  $     0.09 a   $      0.06 a
GAAP
3 month weighted average shares used in        11,705,613      11,620,291
computing per share amounts - basic.-  GAAP
                                                  3 month Operating Cash Flow
                                                        Ended March 31
                                               ---------------------------------
Operating Cash Flow (3 months). NON-GAAP       $1,300,360 b,c  $1,104,379 b

Operating Cash flow per share excluding        $     0.11 b,c  $     0.10 b
non-operating items and items not related to
current operations (3 months) - basic.
NON-GAAP
Non-cash Adjustments (3 month) GAAP            $  154,026 d    $   85,400 d

Shares (3 month basic weighted average) used 11,620,291 in computing per share
amounts - basic GAAP 11,705,613

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

a)   Non-GAAP -::See comment on page 1 regarding treatment of tariffs. Provision
     for Income tax less Deferred  income tax recovery = $379,080 less $125,999.
     See the financials for these numbers.
b)   Non-GAAP - amounts exclude  certain cash and non-cash  items:  depreciation
     and  stock  option  expense  (2019 =  $154,026,  2018 =  $85,400),  Gain on
     investment ( 2019 = $230,652,  2018 = N/A), net  gain/(loss) on involuntary
     disposition  of  equipment  (2019  = N/A,  2018 =  $7,716),  write  down of
     inventory (2019 = N/A, 2018 = N/A), interest income (2019 = $16,252, 2018 =
     $1,697),  Interest  expense (2019 = $129,007,  2018 = $7,400)  deferred tax
     (expense)/recovery  (2019 = $125,999,  2018 = N/A),  and Income tax expense
     (2019 = $379,080,  2018 = $301,896.  See the financial  statements  for all
     adjustments.
c)   The revenue  and gain from the 50%  investment  in the private  Florida LLC
     announced  in  January  2019 is not  treated  as  revenue  or  profit  from
     operations by Flexible  Solutions  given the Company only  purchased 50% of
     the LLC. The profit is treated as investment  income and  therefore  occurs
     below  Operating  income in the  Statement of  Operations.  As a result the
     $230,652 gain from Flexible  Solutions share in the LLC is removed from the
     calculation to arrive at Operating Cash Flow.
d)   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  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.

                        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.

                                       2
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>form8k202ex992may-19.txt
<TEXT>




                                  EXHIBIT 99.2




<PAGE>

Q1 2019 speech

Good morning. I'm Dan O'Brien, CEO of Flexible Solutions.

Safe Harbor provision:

The Private  Securities  Litigation  Reform Act of 1995 provides a "Safe Harbor"
for  forward-looking  statements.  Certain of the statements  contained  herein,
which are not historical  facts, are forward looking  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 Q1 2019.

In advance of speaking about our financials,  I'd like to talk 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,  but the
accounting  and tax  effects  of the  payments  will  continue  to  distort  and
complicate our financials  until year over year  comparisons that do not contain
compensation or tax  adjustments  are available.  The first quarter this will be
true is Q1 2020.

Our NanoChem division:  NCS represents more than 1/2 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 the 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. For example, 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 45 hundred dollars in additional gross profit 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.

ENP,  the October  2018  acquisition:  ENP is focused on sales into the turf and
golf  markets  whereas  our NCS sales are into row crop  agriculture  - two very
distinct  markets.  We account for ENP as a subsidiary and expect it to generate
consolidated  revenue  of greater  than $8  million in full year 2019.  Historic
results  suggest that FSI should expect annual pretax profits of greater than $1
MM from this division with moderate annual growth.  However, the strong quarters
for ENP are 2 and 3 to match the US spring and  summer  along with Q4 when large
customers  engage in early buying for the year ahead. Q1 is the quarter when ENP
is expected to  contribute  the least to the bottom line.  We expect much higher
profitability from ENP throughout the rest of 2019.

Watersavr(TM):  Spring  has  arrived  in most of the areas we are trying to sell
into. News regarding Watersavr(TM) trials and sales will be released if and when
it occurs.

Delivered  wholesale  water  costs  now  exceed  $1200  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.

Q1 2019 and the rest of 2019

TPA, SUN 27(TM) and N Savr 30(TM) for agricultural use  traditionally  have peak
uptake in Q1 and Q2. Q1 2019 results were very strong. Q2 is expected to be just
as good. We are finding success selling agricultural products into international
markets with  opposite  seasons which leads us to predict that our historic slow
quarter, Q3, will increase  substantially;  perhaps becoming nearly as strong as
Q1 and Q2. The effect of  international  sales is  expected  to be felt in Q4 as
well.  This,  along with Q4 sales for US early buy and winter  crop  programs is
expected move Q4 revenue  upward toward the same level we have just reported for
Q1 2019.

Oil, gas and  industrial  sales of TPA increased  compared to the previous year.
The  recovery  of sales  into this  market  vertical  is  expected  to  continue
throughout 2019.

Effect of the LLC investment  announced in January:  This  investment  generated
quarterly cash flow and profits starting in Q1 2019 and shown in the financials.
The company we invested in will also order substantially more product from us in
Q1 2019 than it did in Q1 2018.  We expect this to continue for many quarters to
come which will further increase revenue and  profitability.  It is worth noting

                                       6
<PAGE>

that the  seasonality of the LLC's sales is opposite to our North American sales
which  will tend to smooth  out our  quarterly  revenue  numbers  in a  positive
manner.

Full year 2019 revenue will increase  very strongly  compared to 2018 driven by;
historic  operations,  the ENP acquisition  and the January LLC  investment.  We
expect that profits and cash flow will  increase very  significantly  along with
the increases in top line revenue.  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.  However, we do expect the slope
of the graph to be up sharply for all of 2019.

Tariffs:  Since  Sept  30th,  all our raw  materials  imported  from  China have
included a 10% additional  tariff.  US customers  have received price  increases
from us now that  this  inventory  is being  used.  US  customers  will  receive
additional  price increases when we begin using inventory that is subject to the
25% tariffs just announced.  International  customers are not charged the tariff
because we are applying for the export rebates available to recover the tariffs.
To hedge against the chance of even higher tariffs, and to service the increased
production  expected in 2019, we have increased  inventory  substantially.  As a
result,  the  accumulating  tariff  payments to the Government are affecting our
cost of goods,  our cash flow and our profits  negatively  until the rebates are
received.  Rebates can take many months and the total dollar  amount due back to
us has become significant. The rebates will increase profitability and cash flow
while  decreasing cost of goods for the future quarters in which the rebates are
received.

Highlights of the financial results:

Sales  for the  quarter  increased  102% to $8.47  million,  compared  with $4.2
million for Q1 2018.  The result is a gain of $1.01 million or 9 cents per share
in the 2019 period, compared to a gain of $704 thousand or 6 cents per share, in
2018.

In addition to the GAAP numbers I just  mentioned,  there was a one-time cost of
the ENP acquisition [$70,000] recognized in Q1. We also paid $250,000 in tariffs
during  the  quarter,  most of which we expect  to get back  some  months in the
future.  Without  these two items,  earnings  would have been 11 cents per share
rather than 9 cents.

Working  capital is adequate  for all our  purposes  and is expected to increase
during the year as our  revenue  grows.  We also have a line of credit  with BMO
Harris Bank of Chicago.  We are confident that we can execute our plans with our
existing  capital.  The ENP  acquisition  was funded with a loan from BMO Harris
plus a convertible note to the seller and did not reduce our cash position.  The
LLC investment in January was made with cash on hand.

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

Thank you, the floor is open for questions.

Flexible 8-K Item 2.02 re 5-20 Conf. Call 5-20-19
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
