FLEXIBLE SOLUTIONS INTERNATIONAL INC - FORM 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

o	TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-31540

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

(Exact Name of Issuer as Specified in Its Charter)

Nevada		91-1922863
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

#206 - 920 Hillside Ave.		V8T 1Z8
Victoria, British Columbia, Canada		(Zip Code)
(Address of Issuer's Principal Executive Offices)

Issuer’s telephone number: (250) 477-9969

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company þ

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act).

Yes o No þ

Class of Stock	No. Shares Outstanding	Date
Common	13,169,991	April 30, 2014

FORM 10-Q

Index

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements.

	(a)	Unaudited Consolidated Balance Sheets at March 31, 2014 and December 31, 2013.	4

	(b)	Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013.

	(c)	Unaudited Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2014 and 2013	5

	(d)	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013.	6

	(e)	Notes to Unaudited Consolidated Financial Statements for the Three Months Ended March 31, 2014.	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		19

Item 4	Controls and Procedures.		22

PART II.	OTHER INFORMATION		23

Item 6.	Exhibits.		23

SIGNATURES			24

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for the purposes of the federal and state securities laws, including, but not limited to: any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include but are not limited to:

●	Increased competitive pressures from existing competitors and new entrants;

●	Increases in interest rates or our cost of borrowing or a default under any material debt agreement;

●	Deterioration in general or regional economic conditions;

●	Adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

●	Loss of customers or sales weakness;

●	Inability to achieve future sales levels or other operating results;

●	The unavailability of funds for capital expenditures; and

●	Operational inefficiencies in distribution or other systems.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

At March 31, 2014

(U.S. Dollars)

		March 31, 2014		December 31, 2013
Assets
Current
Cash and cash equivalents	$	231,748			$	568,087
Accounts receivable (see Note 3)		2,856,814				2,012,115
Inventory (see Note 4)		2,958,011				3,061,536
Prepaid expenses		127,572				126,952
		6,174,145				5,768,690

Long Term Property and equipment (see Note 5)		5,486,677				5,831,123
Patents (see Note 6)		157,914				168,868
Long term deposits (see Note 7)		4,619				4,781
Deferred tax asset		2,582,444				2,700,506
Total Assets	$	14,405,799			$	14,473,968
Liabilities
Current
Accounts payable and accrued liabilities	$	780,942			$	570,476
Deferred revenue		13,037				13,550
Taxes payable		(281,202	)			(281,202)
Line of credit (see Note 8)		1,600,000				1,400,000
Current portion of long term debt (see Note 9)		294,612				304,556
		2,407,389				2,007,380
Long Term
Loans		922,325				993,274
Total Liabilities		3,329,714				3,000,654

Stockholders’ Equity
Capital stock
Authorized
50,000,000 Common shares with a par value of $0.001 each
1,000,000 Preferred shares with a par value of $0.01 each
Issued and outstanding
13,169,991 (December 31, 2012: 13,169,991) common shares		13,170				13,170
Capital in excess of par value		16,156,646				16,135,953
Accumulated other comprehensive income		66,342				328,686
Deficit		(5,160,073	)			(5,004,495)

Total Stockholders’ Equity		11,076,085				11,473,314

Total Liabilities and Stockholders’ Equity	$	14,405,799			$	14,473,968
Commitments (Note 13)

-- See Notes to Unaudited Consolidated Financial Statements --

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2014 and 2013

(U.S. Dollars -- Unaudited)

	Three Months Ended March 31,
	2014			2013

Sales	$	3,812,981		$	4,504,536
Cost of sales		2,658,826			3,158,383

Gross profit		1,154,155			1,346,153

Operating expenses
Wages		420,203			452,866
Administrative salaries and benefits		198,950			210,547
Advertising and promotion		22,474			6,722
Investor relations and transfer agent fee		48,703			56,748
Office and miscellaneous		109,708			118,287
Insurance		75,043			71,458
Interest expense		26,832			9,396
Rent		49,963			45,999
Consulting		80,546			78,255
Professional fees		95,098			43,225
Travel		29,899			34,952
Telecommunications		7,027			6,822
Shipping		11,408			7,214
Research		44,522			13,211
Commissions		63,835			39,469
Currency exchange		(5,412	)		547
Utilities		30,934			29,329
Total operating expenses		1,309,733			1,225,048

Income (loss) before other items and income tax		(155,578	)		121,105
Gain on sale on equipment		-			2,057

Income (loss) before income tax		(155,578	)		123,161
Provision for income taxes		-			(58,000	)
Net income (loss)		(155,578	)		65,161

Other comprehensive income (loss)		(262,344	)		(77,057	)
Comprehensive income (loss)		(417,922	)		(11,896	)

Net income per share (basic)	$	(0.01	)	$	0.00
Net income per share (diluted)	$	(0.01	)	$	0.00
Weighted average number of common shares (basic)		13,169,991			13,169,991
Weighted average number of common shares (diluted)		13,169,991			13,404,141

-- See Notes to Unaudited Consolidated Financial Statements --

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2014 and 2013

(U.S. Dollars -- Unaudited)

	Three Months Ended March 31,
	2014			2013
Operating activities
Net income (loss)	$	(155,578	)	$	65,161
Stock compensation expense		20,693			23,872
Depreciation		200,599			329,199
Changes in non-cash working capital items:
(Increase) Decrease in accounts receivable		(871,669	)		(633,475	)
(Increase) Decrease in inventory		86,287			(200,939	)
(Increase) Decrease in prepaid expenses		(2,933	)		(11,478	)
Increase (Decrease) in accounts payable		218,637			542,941
Increase (Decrease) in taxes payable		-			(177,500	)
Increase (Decrease) in deferred revenue		-			14,752

Cash provided by (used in) operating activities		(503,964	)		(47,467	)

Investing activities

Sale of equipment		-			2,407
Acquisition of property and equipment		(6,161	)		(7,148	)

Cash provided by (used in) investing activities		(6,161	)		(4,741	)

Financing activities
Short term line of credit		200,000			570,000
Loan Repayment		(31,804	)		(51,577	)

Cash provided by financing activities		168,196			518,423

Effect of exchange rate changes on cash		5,590			(5,587	)

Inflow (outflow) of cash		(336,339	)		460,628
Cash and cash equivalents, beginning		568,087			361,867

Cash and cash equivalents, ending	$	231,748		$	822,495

Supplemental disclosure of cash flow information:
Income taxes paid	$	-			190,000
Interest paid	$	26,874		$	27,938

-- See Notes to Unaudited Consolidated Financial Statements --

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2014

(U.S. Dollars)

1. Basis of Presentation.

These consolidated financial statements include the accounts of Flexible Solutions International, Inc. (the “Company”), and its wholly-owned subsidiaries Flexible Fermentation Ltd. (“Flexible Ltd.”), NanoChem Solutions Inc. (“NanoChem”), Flexible Solutions Ltd., Flexible Biomass LP, and FS Biomass Inc. All inter-company balances and transactions have been eliminated. The company was incorporated May 12, 1998 in the State of Nevada and had no operations until June 30, 1998.

Flexible Solutions International, Inc. and its subsidiaries develop, manufacture and market specialty chemicals which slow the evaporation of water. One product, HEATSAVR®, is marketed for use in swimming pools and spas where its use, by slowing the evaporation of water, allows the water to retain a higher temperature for a longer period of time and thereby reduces the energy required to maintain the desired temperature of the water in the pool. Another product, WATERSAVR®, is marketed for water conservation in irrigation canals, aquaculture, and reservoirs where its use slows water loss due to evaporation. In addition to the water conservation products, the Company also manufactures and markets water-soluble chemicals utilizing thermal polyaspartate biopolymers (hereinafter referred to as “TPAs”), which are beta-proteins manufactured from the common biological amino acid, L-aspartic. TPAs can be formulated to prevent corrosion and scaling in water piping within the petroleum, chemical, utility and mining industries. TPAs are also used as proteins to enhance fertilizers in improving crop yields and can be used as additives for household laundry detergents, consumer care products and pesticides.

These unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements. These financial statements are condensed and do not include all disclosures required for annual financial statements. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company’s audited consolidated financial statements filed as part of the Company’s December 31, 2013 Annual Report on Form 10-K. This quarterly report should be read in conjunction with such annual report.

In the opinion of the Company’s management, these consolidated financial statements reflect all adjustments necessary to present fairly the Company’s consolidated financial position at March 31, 2014, the consolidated results of operations for the three months ended March 31, 2014 and 2013, and the consolidated statements of cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the entire fiscal year.

2. Significant Accounting Policies.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern and reflect the policies outlined below.

(a) Cash and Cash Equivalents.

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with several financial institutions.

(b) Inventories and Cost of Sales

The Company has four major classes of inventory: finished goods, work in progress, raw materials and supplies. In all classes, inventory is valued at the lower of cost or market. Cost is determined on a first-in, first-out basis. Cost of sales includes all expenditures incurred in bringing the goods to the point of sale. Inventory costs and costs of sales include direct costs of the raw material, inbound freight charges, warehousing costs, handling costs (receiving and purchasing) and utilities and overhead expenses related to the Company’s manufacturing and processing facilities.

The Company provides an allowance for doubtful accounts when management estimates collectibility to be uncertain. Accounts receivable are continually reviewed to determine which, if any, accounts are doubtful of collection. In making the determination of the appropriate allowance amount, the Company considers current economic and industry conditions, relationships with each significant customer, overall customer credit-worthiness and historical experience.

(d) Property, Equipment and Leaseholds.

The following assets are recorded at cost and depreciated using the methods and annual rates shown below:

Computer hardware		30% Declining balance
Automobile		30% Declining balance
Furniture and fixtures		20% Declining balance
Manufacturing equipment		20% Declining balance
Office equipment		20% Declining balance
Building and improvements		10% Declining balance
Leasehold improvements		Straight-line over lease term

Property and equipment are written down to net realizable value when management determines there has been a change in circumstances which indicates its carrying amount may not be recoverable. No write-downs have been necessary to date.

Costs capitalized on self-constructed assets, classified as plant under construction, include contracted costs and supplies, but not capitalized interest costs. The Company has commenced depreciating its plant as construction has been completed and the plant is in use.

(e) Impairment of Long-Lived Assets.

In accordance with FASB Codification Topic 360, “Property, Plant and Equipment (ASC 360), the Company reviews long-lived assets, including, but not limited to, property and equipment, patents and other assets, for impairment annually or whenever events or changes in circumstances indicate the carrying amounts of assets may not be recoverable. The carrying value of long-lived assets is assessed for impairment by evaluating operating performance and future undiscounted cash flows of the underlying assets. If the expected future cash flows of an asset is less than its carrying value, an impairment measurement is indicated. Impairment charges are recorded to the extent that an asset’s carrying value exceeds its fair value. Accordingly, actual results could vary significantly from such estimates. There were no impairment charges during the periods presented.

(f) Foreign Currency.

The functional currency of one of the Company’s subsidiaries is the Canadian Dollar. The translation of the Canadian Dollar to the reporting currency of the U.S. Dollar is performed for assets and liabilities using exchange rates in effect at the balance sheet date. Revenue and expense transactions are translated using average exchange rates prevailing during the year. Translation adjustments arising on conversion of the financial statements from the subsidiary’s functional currency, Canadian Dollars, into the reporting currency, U.S. Dollars, are excluded from the determination of income (loss) and are disclosed as other comprehensive income (loss) in the Statement of Comprehensive Income.

Foreign exchange gains and losses relating to transactions not denominated in the applicable local currency are included in operating income (loss) if realized during the year and in comprehensive income (loss) if they remain unrealized at the end of the year.

(g) Revenue Recognition.

Revenue from product sales is recognized at the time the product is shipped since title and risk of loss is transferred to the purchaser upon delivery to the carrier. Shipments are made F.O.B. shipping point. The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery to the carrier has occurred, the fee is fixed or determinable, collectability is reasonably assured and there are no significant remaining performance obligations. When significant post-delivery obligations exist, revenue is deferred until such obligations are fulfilled. To date, there have been no such significant post-delivery obligations.

Provisions are made at the time the related revenue is recognized for estimated product returns. Since the Company’s inception, product returns have been insignificant; therefore no provision has been established for estimated product returns.

Deferred revenues consist of products sold to distributors with payment terms greater than the Company’s customary business terms due to lack of credit history or operating in a new market in which the Company has no prior experience. The Company defers the recognition of revenue until the criteria for revenue recognition have been met, and payments become due or cash is received from these distributors.

(h) Stock Issued in Exchange for Services.

The Company’s common stock issued in exchange for services is valued at estimated fair market value based upon trading prices of the Company’s common stock on the dates of the stock transactions. The corresponding expense of the services rendered is recognized over the period that the services are performed.

(i) Stock-based Compensation.

The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation, (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award.

The fair value at grant date of stock options is estimated using the Black-Scholes-Merton option-pricing model. Compensation expense is recognized on a straight-line basis over the stock option vesting period based on the estimated number of stock options that are expected to vest. Shares are issued from treasury upon exercise of stock options.

(j) Comprehensive Income.

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income is primarily comprised of unrealized foreign exchange gains and losses.

(k) Income (loss) Per Share.

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted earnings (loss) per share are calculated giving effect to the potential dilution of the exercise of options and warrants. Common equivalent shares, composed of incremental common shares issuable upon the exercise of stock options and warrants are included in diluted net income per share to the extent that these shares are dilutive. Common equivalent shares that have an anti-dilutive effect on net income per share have been excluded from the calculation of diluted weighted average shares outstanding for the three months ended March 31, 2014.

(l) Use of Estimates.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and would impact the results of operations and cash flows.

Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant areas requiring the use of management estimates include assumptions and estimates relating to the asset impairment analysis, share-based payments and warrants, valuation allowances for deferred income tax assets, determination of useful lives of property, plant and equipment, and the valuation of inventory.

(m) Financial Instruments.

The fair market value of the Company’s financial instruments comprising cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, and short term line of credit were estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions which at times, exceed federally insured amounts. The Company has not experienced any material losses in such accounts.

The Company is exposed to foreign exchange and interest rate risk to the extent that market value rate fluctuations materially differ from financial assets and liabilities, subject to fixed long-term rates.

(n) Fair Value of Financial Instruments

In August 2009, an update was made to Fair Value Measurements and Disclosures — “Measuring Liabilities at Fair Value.” This update permits entities to measure the fair value of liabilities, in circumstances in which a quoted price in an active market for an identical liability is not available, using a valuation technique that uses a quoted price of an identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities when traded as assets or the income or market approach that is consistent with the principles of Fair Value Measurements and Disclosures. Effective upon issuance, the Company has adopted this guidance with no material impact to the Company’s consolidated financial statements.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs described below, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

●	Level 1 – Quoted prices in active markets for identical assets or liabilities

●

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●	Level 3 — Unobservable inputs that are supported by little or no market activity which is significant to the fair value of the assets or liabilities.

The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and short term line of credit for all periods presented approximate their respective carrying amounts due to the short term nature of these financial instruments. Long term debt relates to borrowings from governmental entities and as such no interest has been imputed on the non-interest bearing loan.

(o) Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Legal fees associated with loss contingencies are expensed as incurred.

(p) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance so that the assets are recognized only to the extent that when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At March 31, 2014, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

(q) Risk Management

The Company’s credit risk is primarily attributable to its account receivables. The amounts presented in the accompanying consolidated balance sheets are net of allowances for doubtful accounts, estimated by the Company’s management based on prior experience and the current economic environment. The Company is exposed to credit-related losses in the event of non-performance by counterparties to the financial instruments. Credit exposure is minimized by dealing with only credit worthy counterparties. Accounts receivable for the Company’s three primary customers totaled $1,400,448 (49%) at March 31, 2014 (December 31, 2013 - $1,473,682 or 73%).

The credit risk on cash and cash equivalents is limited because the Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions.

The Company is not exposed to significant interest rate risk to the extent that the long term debt maintained from the foreign government agencies is subject to a fixed rate of interest.

In order to manage its exposure to foreign exchange risks, the Company is closely monitoring the fluctuations in the foreign currency exchange rates and the impact on the value of cash and cash equivalents, accounts receivable, and accounts payable.

(r) Recent Accounting Pronouncements

In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210) - Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This amendment requires companies to disclose information about financial instruments that have been offset and related arrangements to enable users of the company's financial statements to understand the effect of those arrangements on the company's financial position. Companies will be required to provide both net (offset amounts) and gross information in the notes to the financial statements for relevant assets and liabilities that are offset. The guidance is effective prospectively for the Company's interim and annual periods beginning after January 1, 2013. Adoption of this amendment had no impact on the on the Company’s balance sheet or results of operations.

3. Accounts Receivable

	March 31, 2014			December 31, 2013
Accounts receivable	$	2,899,965		$	2,056,964
Allowances for doubtful accounts		(43,151	)		(44,849	)
	$	2,856,814		$	2,012,115

The Company has pledged $204,500 (2013 – $303,696) of the above listed accounts receivable as collateral for the Flexible Solutions Ltd. loan from AFSC (see Note 9b).

4. Inventory

	March 31, 2014		December 31, 2013
Completed goods	$	1,637,480	$	1,527,563
Work in progress		24,814		34,702
Raw materials		1,295,717		1,499,271
	$	2,958,011	$	3,061,536

5.Property, Plant & equipment

	March 31, 2014		Accumulated		March 31, 2014
	Cost		Depreciation		Net
Buildings	$	5,156,801	$	2,472,590	$	2,684,211
Computer hardware		99,903		89,039		10,864
Furniture and fixtures		26,393		21,946		4,447
Office equipment		21,552		19,396		2,156
Manufacturing equipment		5,870,897		3,606,468		2,264,429
Trailer		15,618		13,624		1,994
Technology		123,578		55,610		67,968
Land		450,608		—		450,608
	$	11,765,350	$	6,278,673	$	5,486,677

	December 31, 2013		Accumulated		December 31, 2013
	Cost		Depreciation		Net
Buildings	$	5,233,147	$	2,419,217	$	2,813,930
Computer hardware		102,225		90,265		11,960
Furniture and fixtures		27,098		22,310		4,788
Office equipment		22,400		20,042		2,358
Manufacturing equipment		6,014,006		3,555,731		2,458,275
Trailer		16,233		13,992		2,241
Technology		128,442		51,377		77,065
Land		460,506		-		460,506
	$	12,004,057	$	6,172,934	$	5,831,123

Amount of depreciation expense for three months ended March 31, 2014: $196,099 (2013: $323,874).

The following carrying amount of capital assets held by Flexible Solutions Ltd. serves as collateral for the AFSC loan. (See Note 9b):

Land	$	251,515
Building		732,198
Building improvements		776,399
Manufacturing equipment		1,882,347
Trailer		1,994
Technology		67,968

6. Patents

In fiscal 2005, the Company started the patent process for additional WATER$AVR® products. Patents associated with these costs were granted in 2006 and they have been amortized over their legal life of 17 years.

		March 31, 2014 Cost				Accumulated Amortization				March 31, 2014 Net
Patents		$	239,867			$	81,953			$	157,914

		December 31, 2013 Cost				Accumulated Amortization				December 31, 2013 Net
Patents		$	249,284			$	80,416			$	168,868

Decrease in 2014 cost was due to currency conversion. The 2014 cost in Canadian dollars - $265,102 (2013 - $265,102 in Canadian dollars).

Amount of depreciation for 2014 - $4,590 (2013 - $5,325)

Estimated depreciation expense over the next five years is as follows:

2014	$	18,330
2015		18,330
2016		18,330
2017		18,330
2018		18,330

7. Long Term Deposits

The Company has reclassified certain security deposits to better reflect their long term nature. Long term deposits consist of damage deposits held by landlords and security deposits held by various vendors.

		March 31, 2014				December 31, 2013
Long term deposits		$	4,619			$	4,781

8. Short-Term Line of Credit

In March 2012, the Company signed a new agreement with Harris Bank to replace the expiring credit line. The revolving line of credit was increased to an aggregate amount of up to the lesser of (i) $5,000,000, or (ii) 75% of eligible domestic accounts receivable and certain foreign accounts receivable plus 40% of inventory. The Company can borrow an additional $1,400,000 using other assets as collateral. Both loans are at an annual interest rate of 3.75%.

The Revolving Line of Credit contains customary affirmative and negative covenants, including the following: compliance with laws, provision of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts at the Bank, the Bank’s access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments or distributions and affiliate transactions. The covenants also require that the Company maintain a minimum ratio of qualifying financial assets to the sum of qualifying financial obligations. As of March 31, 2014, Company was in compliance with all loan covenants.

To secure the repayment of any amounts borrowed under the Revolving Line of Credit, the Company granted to the Bank a security interest in substantially all of the assets of NanoChem Solutions Inc., exclusive of intellectual property assets.

Short-term borrowings outstanding under the Revolving Line as of March 31, 2014 were $1,600,000 (December 31, 2013 - $1,400,000) and there were no amounts outstanding on the secured loan.

9. Long Term Debt

(a) Flexible Solutions Ltd. has received a non-interest bearing, unsecured loan from the Department of Agriculture and Agri-Food Canada (“AAFC”). Eligible for up to $1,000,000 in Canadian funds, the Company had borrowed $910,801in Canadian funds (US$823,911) as of March 31, 2014 on an unsecured basis (December 31, 2013 – CDN$910,801; US$856,335). The balance owing at March 31, 2014 was $364,320 in Canadian funds (US$329,564); (December 31, 2013 - $364,320CDN; US$342,534). The repayment schedule is as follows:

Amount Due (in CDN funds)		Payment Due Date

$	182,160	December 31, 2014
$	182,160	December 31, 2015

(b) Flexible Solutions Ltd. has also received a 5% simple interest loan from Agriculture Financial Services Corp. (“AFSC”). Eligible for up to $2,000,000 in Canadian funds, the Company had originally borrowed $1,491,000 in Canadian funds. The Company was required to make interest payments until May 1, 2010 and then started to pay down the principal in equal payments until April 1, 2015. The borrowing balance at March 31, 2014 was $980,956 in Canadian funds (US$887,373). The borrowing balance at December 31, 2013 was $1,016,056 in Canadian funds (US$955,296). The Company has pledged the assets of the Taber, AB building, including equipment, inventory and accounts receivable (see Notes 3 and 5) as collateral, as well as signed a promissory note guaranteeing the amount of the loan.

The Company has committed to the following repayments:

2013		$	128,867
2014		$	71,593

As of March 31, 2014, the Company was in compliance with all loan covenants.

	March 31, 2014			December 31, 2013
Continuity
Balance, beginning of period	$	1,297,830			1,726,050
Less: Payments on loan		31,804			307,833
Effect of exchange rate		(49,089	)		(120,387	)
Balance, end of period	$	1,216,937		$	1,297,830

Outstanding balance at:
a) Long term debt – AAFC	$	329,564		$	342,534
b) Long term debt – AFSC		887,373			955,296
Long term debt	$	1,216,937		$	1,297,830
Less: current portion		(294,612	)		(304,556	)
Balance	$	922,325		$	993,274

10. Stock Options

The Company adopted a stock option plan ("Plan"). The purpose of this Plan is to provide additional incentives to key employees, officers, directors and consultants of the Company and its subsidiaries in order to help attract and retain the best available personnel for positions of responsibility and otherwise promote the success of its business. It is intended that options issued under this Plan constitute non-qualified stock options. The general terms of awards under the option plan are that 100% of the options granted will vest the year following the grant. The maximum term of options granted is 5 years.

The Company may issue stock options and stock bonuses for shares of its common stock to provide incentives to directors, key employees and other persons who contribute to the success of the Company. The exercise price of all incentive options are issued for not less than fair market value at the date of grant.

The following table summarizes the Company’s stock option activity for the year ended December 31, 2013 and the three month period ended March 31, 2014:

	Number of shares	Exercise price per share	Weighted average exercise price

Balance, December 31, 2012	999,000	$1.50 – 2.45	$1.96
Granted	233,000	$1.21 – 1.50	$1.27
Cancelled or expired	(68,000)	$3.60	$3.60
Balance, December 31, 2013	1,164,000	$1.21 – 2.45	$1.73
Granted	212,000	$1.00	$1.00
Cancelled or expired	(113,000)	$2.25	$2.25
Balance, March 31, 2014	1,263,000	$1.21 – 2.45	$1.56
Exercisable, March 31, 2014	921,000	$1.21 – 2.45	$1.69

The fair value of each option grant is calculated using the following weighted average assumptions:

	2014			2013
Expected life – years		5.0			5.0
Interest rate		0.78	%		0.36 – 0.63	%
Volatility		58.0	%		51 – 63	%
Dividend yield		--	%		--	%
Weighted average fair value of options granted	$	0.36		$	0.36 – $0.38

During the three months ended March 31, 2014 the Company granted 85,000 options to consultants that resulted in $6,161 in expenses this quarter. During the same period, 127,000 options were granted to employees, resulting in $9,205 in expenses this quarter. Options granted in previous quarters resulted in additional expenses in the amount of $1,871 for consultants and $3,456 for employees during the quarter ended March 31, 2014. No stock options were exercised during the period.

During the three months ended March 31, 2013 the Company granted 55,000 options to consultants that resulted in $4,150 in expenses. During the same period, 128,000 options were granted to employees, resulting in $9,674 in expenses this quarter. Options granted in previous quarters resulted in additional expenses in the amount of $3,609 for consultants and $6,437 for employees during the quarter ended March 31, 2013. No stock options were exercised during the period.

11. Capital Stock.

There was no stock activity for the period ended March 31, 2014.

12. Segmented, Significant Customer Information and Economic Dependency.

The Company operates in two segments:

(a) Development and marketing of two lines of energy and water conservation products (as shown under the column heading “EWCP” below), which consists of a (i) liquid swimming pool blanket which saves energy and water by inhibiting evaporation from the pool surface, and (ii) food-safe powdered form of the active ingredient within the liquid blanket and which is designed to be used in still or slow moving drinking water sources.

(b) Manufacture of biodegradable polymers and chemical additives used within the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping (as shown under the column heading “BPCA” below). These chemical additives are also manufactured for use in laundry and dish detergents, as well as in products to reduce levels of insecticides, herbicides and fungicides.

The accounting policies of the segments are the same as those described in Note 2, Significant Accounting Policies. The Company evaluates performance based on profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses.

The Company’s reportable segments are strategic business units that offer different, but synergistic products and services. They are managed separately because each business requires different technology and marketing strategies.

Three months ended March 31, 2014:

	EWCP			BPCA		Total
Revenue	$	205,597		$	3,607,384	$	3,812,981
Interest revenue		-			-		-
Interest expense		11,081			15,651		26,832
Depreciation and amortization		153,445			47,154		200,599
Segment profit (loss)		(579,191	)		423,613		(155,578	)
Segment assets		3,949,829			1,694,762		5,644,591
Expenditures for segment assets		(6,161	)		-		(6,161	)

Three months ended March 31, 2013:

	EWCP			BPCA		Total
Revenue	$	288,939		$	4,215,597	$	4,504,536
Interest revenue		-			-		-
Interest expense		(4,599	)		13,995		9,396
Depreciation and amortization		274,359			54,840		329,199
Segment profit (loss)		(705,198	)		770,359		65,161
Segment assets		5,045,160			1,906,436		6,951,596
Expenditures for segment assets		(4,741	)		-		(4,741	)

The sales generated in the United States and Canada are as follows:

	Three months ended March 31, 2014		Three months ended March 31, 2013
Canada	$	64,493	$	207,680
United States and abroad		3,748,488		4,296,856
Total	$	3,812,981	$	4,504,536

The Company’s long-lived property and equipment, and patents are located in Canada and the United States as follows:

	March 31, 2014		December 31, 2013
Canada	$	3,949,829	$	4,258,075
United States		1,694,762		1,741,916
Total	$	5,644,591	$	5,999,991

Three customers accounted for $2,134,689 (56%) of sales made in the period (2013 - $2,694,248 or 60%).

13. Commitments.

The Company is committed to minimum rental payments for property and premises aggregating approximately $101,422 over the term of three leases, the last expiring on September 30, 2015.

Commitments in each of the next two years are approximately as follows:

2014			90,838
2015			10,584

14. Comparative Figures.

Certain of the comparative figures have been reclassified to conform with the current period’s presentation.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The Company develops, manufactures and markets specialty chemicals that slow the evaporation of water. The Company also manufactures and markets biodegradable polymers which are used in the oil, gas and agriculture industries.

Results of Operations

The Company has two product lines:

Energy and Water Conservation products - The Company’s HEAT$AVR® product is used in swimming pools and spas. The product forms a thin, transparent layer on the water’s surface. The transparent layer slows the evaporation of water, allowing the water to retain a higher temperature for a longer period of time and thereby reducing the energy required to maintain the desired temperature of the water. WATER$AVR®, a modified version of HEAT$AVR®, can be used in reservoirs, potable water storage tanks, livestock watering ponds, canals, and irrigation ditches.

BCPA products - The second product, TPA’s (i.e. thermal polyaspartate biopolymers), are biodegradable polymers used by the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping. This product can also be used in detergents to increase biodegradability and in agriculture to increase crop yields by enhancing fertilizer uptake.

Material changes in the Company’s Statement of Operations for the three months ended March 31, 2014 compared to the same period in the prior year are discussed below:

Three Months Ended March 31, 2014

Item	Increase (I) or Decfrease (D)		Reason
Sales EWCP products		D	The Company is unsure of the reason, but has responded with special offers to increase sales.
BPCA products		D	Cold weather in the midwest reduced early sales to agricultural customers.

Professional fees		I	Legal costs to protect our intellectual property have increased.

Item	Increase (I) or Decrease (D)		Reason
Research		I	Costs associated with research into and regulatory compliance for new nitrogen conservation product.
Commissions		I	Commissioned sales increased against uncommissioned sales.

Three customers accounting for 56% of the Company’s sales during the three months ended March 31, 2014 (2013 - 58%). The amount of revenue (all from the sale of BCPA products) attributable to each customer is shown below.

	Three Months Ended March 31,
	2014		2013

Company A	$	1,007,541	$	1,459,661
Company B	$	830,025	$	689,534
Company C	$	297,123		-
Company D		-	$	545,053

Customers with balances greater than 10% of our receivables as of March 31, 2014 and 2013 are shown below:

	March 31, 2014			December 31, 2013

Company A		653,547			820,266
Company B		530,282			534,868
Company C		216,619	*		-
Company E		-			118,548	*

* less than 10%

In 2007, we began construction of a plant in Taber, AB, Canada. The plant came on line during 2012 and we began depreciating the plant and related equipment effective January 2012.

The plant was designed to manufacture aspartic acid which is the major component of TPAS. Previously, we bought aspartic acid from China where the base raw material is oil. The plant uses sugar as the base raw material. We believe that using aspartic acid manufactured from sugar would reduce our raw material costs, reduce price fluctuations generated by oil prices and reduce shipping costs.

In February 2014, we suspended production of aspartic acid at our Taber plant. The suspension was due to the fact that since construction of the plant began in 2008, economic conditions in Alberta and worldwide have changed significantly. In particular, plant operating costs increased and the price of aspartic acid derived from oil is less than forecast.

Although we continue to believe in the technical and economic viability of using sugar in the aspartic acid process that we have pioneered, we are unable to fund the equipment and personnel increases needed to reach break-even levels on our own. Accordingly, a partner is required to build on the technical successes achieved to date and reach profitable production levels.

While we are actively seeking a partner to complete process development, staffing at the Taber plant has been reduced to levels needed to maintain the intellectual property and the process equipment we have developed.

We expect that the suspension of the operations at the Taber plant will save us approximately $800,000 per year in plant operating costs and general and administrative expenses.

Other factors that will most significantly affect future operating results will be:

●

the sale price of crude oil which is used in the manufacture of aspartic acid we import from China. Aspartic acid is a key ingredient in our BCPA product;

●

activity in the oil and gas industry, as we sell our BCPA product to oil and gas companies; and

●

drought conditions, since we also sell our BCPA product to farmers.

Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.

Capital Resources and Liquidity

The Company’s sources and (uses) of cash for the three months ended March 31, 2014 and 2013 are shown below:

	2014			2013

Cash provided (used) by operations		(503,964	)		(47,467	)
Construction of plant in Taber, AB		(6,161	)		(7,148	)
Sale of equipment		-			2,407
Repayment of loans		(31,804	)		(51,577	)
Borrowings from line of credit		200,000			570,000
Changes in exchange rates		5,590			(5,587	)

The Company has sufficient cash resources to meets its future commitments and cash flow requirements for the coming year. As of March 31, 2014 working capital was $3,766,756 (December 31, 2013 - $3,761,310) and the Company has no substantial commitments that require significant outlays of cash over the coming fiscal year.

The Company is committed to minimum rental payments for property and premises aggregating approximately $101,422 over the term of three leases, the last expiring on September 30, 2015.

Commitments in each of the next two years are approximately as follows:

2014			90,838
2015			10,584

Other than as disclosed above, the Company does not anticipate any capital requirements for the twelve months ending December 31, 2014.

Other than as disclosed in Item 2 of this report, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, its liquidity increasing or decreasing in any material way.

Other than as disclosed in Item 2 of this report, the Company does not know of any significant changes in its expected sources and uses of cash.

The Company does not have any commitments or arrangements from any person to provide it with any equity capital.

See Note 2 to the financial statements included as part of this report for a description of the Company’s significant accounting policies.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the direction and with the participation of our management, including our Principal Executive and Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2014. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching desired disclosure control objectives. Based on the evaluation, our Principal Executive and Financial Officer concluded that these disclosure controls and procedures are effective as of March 31, 2014.

Changes in Internal Control over Financial Reporting

Our management, with the participation of our Principal Executive and Financial Officer, evaluated whether any change in our internal control over financial reporting occurred during the three months ended March 31, 2014. Based on that evaluation, it was concluded that there has been no change in our internal control over financial reporting during the three months ended March 31, 2014 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

None.

Item 6. Exhibits.

Number	Description
3.1	Amended and Restated Articles of Incorporation. (1)
3.2	Bylaws (1)
31.1	Certification of Principal Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C. §1350 and §906 of the Sarbanes-Oxley Act of 2002.*

______________

* Filed with this report.

(1) Incorporated by reference to the registrant’s Registration Statement on Form 10-SB (SEC File. No. 000-29649) filed February 22, 2000.

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Flexible Solutions International, Inc.

May 15, 2014	By:	/s/ Daniel B. O’Brien
		Daniel B. O’Brien
		President and Principal Executive Officer

	By:	/s/ Daniel B. O’Brien
		Daniel B. O’Brien
		Principal Financial and Accounting Officer

FLEXIBLE SOLUTIONS INTERNATIONAL INC - FORM 10-Q - May 15, 2014

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FLEXIBLE SOLUTIONS INTERNATIONAL INC Reports