UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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 5, 2006
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 001-31540 91-1922863
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(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2614 Queenswood Drive
Victoria, BC Canada V8N 1X5
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(Address of principal executive offices) (Zip Code)
(205) 477-9969
(Registrant's telephone number, including area code)
Not Applicable
(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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below): |_| Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 10, 2006, Flexible Solutions International, Inc. (the
"Company") issued a press release (the "Press Release") announcing financial
results for the fourth quarter and full year ended December 31, 2005. On March
13, 2006, the Company filed a Current Report on Form 8-K (the "Report") related
to the same Press Release. The results of operations disclosed in the Press
Release and the Report contained Non-GAAP financial measures, but omitted a
reconciliation of the Non-GAAP financial measures versus the comparable
financial measures reported consistent with accounting principles generally
accepted in the United Stated ("GAAP"), as well as other explanatory
information. This Amendment No. 1 to the Company's Report is being filed in
order to include that GAAP to Non-GAAP reconciliation and the additional
explanatory information regarding management's use of the Non-GAAP financial
measures disclosed.
In the Company's Press Release and Report, the Company refers to
"operating cash flow," which is a Non-GAAP financial measure. The closest
comparable GAAP financial measure is net earnings. The Company obtains the
number for operating cash flow by removing depreciation and the Black-Scholes
derived expenses of stock options issued to consultants from net earnings. The
Company believes that the operating cash flow measure is useful to shareholders
and prospective investors interested in determining if the Company is using or
gaining cash from operations, un-obscured by non-cash items, and whether
financing activities may be necessary. Management uses this measure internally
as a tool (among many) for determining the performance of corporate operations,
planning expenditures and gauging future capital requirements.
The table below contains supplemental information regarding the
Company's income from operations for the three months ended December 31, 2005
and 2004, and the full year ended December 31, 2005 and 2004, adjusted to
exclude depreciation and expenses attributable to stock options issued to
consultants. 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:
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FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THREE MONTHS AND FULL YEAR ENDED DECEMBER 31
Unaudited Audited
Three Months
Ended December 31, Year Ended December 31,
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2005 2004 2005 2004
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Revenue $1,519,591 $981,012 $6,709,394 $3,392,937
Net income (loss) $(383,726) $(525,305) $(1,176,751) $(1,257,545)
GAAP
Net income (loss) per common $ (0.03) $ (0.04) $ (0.09) $ (0.11)
share - basic
GAAP
Weighted average shares used 12,896,533 11,831,916 12,541,084 11,827,734
in computing per share
amounts - basic
GAAP
Operating cash flow $ (188,287) (a) $ (371,881) (a) $ 34,467 $(537,629)
NON-GAAP (a) (a)
Operating cash flow per share $ (0.01) $ (0.03) $ 0.00 $ (0.05)
- basic (a) (a)
NON-GAAP (a) (a)
Adjustments $195,439 $ 153,424 $ 1,211,218 $ 719,916
(b) (b) (b) (b)
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(a) Non-GAAP amounts exclude the non-cash items, depreciation and stock option
expenses attributable to options issued to consultants.
(b) Amount represents depreciation and stock option expenses attributable to
options issued to consultants.
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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.
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
Date: May 5, 2006 By: /s/ Daniel B. O'Brien
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Daniel B. O'Brien
President