UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission
File Number:
(Exact Name of registrant as Specified in Its Charter)
| Alberta | ||
| (State or other jurisdiction of | (Employer | |
| incorporation or organization) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number:
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports 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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes
| Class of Stock | No. Shares Outstanding | Date | ||
| Common | November 14, 2025 |
FORM 10-Q
Index
| 1 |
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 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; | |
| ● | Operational inefficiencies in distribution or other systems; and | |
| ● | New tariffs relating to raw materials imported from China. |
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, 2024.
| 2 |
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(U.S. Dollars - Unaudited)
| September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current | ||||||||
| Cash | $ | $ | ||||||
| Term deposits (Note 2) | ||||||||
| Accounts receivable, net (Note 3) | ||||||||
| Inventories (Note 4) | ||||||||
| Prepaid expenses and deposits | ||||||||
| Building and land held for sale, net (Notes 5 and 13) | ||||||||
| Total current assets | ||||||||
| Property and equipment, net (Note 5) | ||||||||
| Intangible assets | ||||||||
| Long term deposits | ||||||||
| Investments (Note 6) | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Income taxes payable | ||||||||
| Short term lines of credit (Note 7) | ||||||||
| Current portion of long term debt (Note 8) | ||||||||
| Total current liabilities | ||||||||
| Deferred income tax liability (Note 2) | ||||||||
| Long term debt (Note 8) | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Notes 7 and 8) | ||||||||
| Stockholders’ Equity | ||||||||
| Capital stock (Note 10) | ||||||||
| Authorized: common shares with a par value of $ each; preferred shares with a par value of $ each Issued and outstanding: | ||||||||
| (December 31, 2024: ) common shares | ||||||||
| Capital in excess of par value | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated earnings | ||||||||
| Total stockholders’ equity – controlling interest | ||||||||
| Non-controlling interests (Note 11) | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —
| 3 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(U.S. Dollars — Unaudited)
| Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Sales | ||||||||
| Products | $ | $ | ||||||
| Total Sales | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating Expenses | ||||||||
| Advertising and promotion | ||||||||
| Commissions | ||||||||
| Consulting | ||||||||
| Currency exchange | ( | ) | ||||||
| Insurance | ||||||||
| Investor relations and transfer agent fee | ||||||||
| Lease expense and rent | ||||||||
| Office and miscellaneous | ||||||||
| Professional fees | ||||||||
| Research and development | ||||||||
| Shipping | ||||||||
| Telecommunications | ||||||||
| Travel | ||||||||
| Utilities | ||||||||
| Wages, administrative salaries and benefits | ||||||||
| Total operating expenses | ||||||||
| Operating income | ||||||||
| Non-operating income (expense) | ||||||||
| Gain (loss) on investment | ( | ) | ||||||
| Loss on sale of investment | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total non-operating income (expenses) | ( | ) | ( | ) | ||||
| Income before income tax | ||||||||
| Income taxes | ||||||||
| Income tax benefit (expense) | ( | ) | ||||||
| Net income | ||||||||
| Net income attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Net income (loss) attributable to Flexible Solutions International Inc. | $ | ( | ) | $ | ||||
| Net income (loss) per share (basic and diluted) | $ | ) | $ | |||||
| Weighted average number of common shares (basic) | ||||||||
| Weighted average number of common shares (diluted) | ||||||||
| Other comprehensive income (loss): | ||||||||
| Net income | $ | $ | ||||||
| Unrealized gain (loss) on foreign currency translations | ( | ) | ||||||
| Total comprehensive income | $ | $ | ||||||
| Comprehensive income – non-controlling interest | ( | ) | ( | ) | ||||
| Comprehensive income(loss) attributable to Flexible Solutions International Inc. | $ | ( | ) | $ | ||||
— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —
| 4 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
(U.S. Dollars — Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Sales | ||||||||
| Products | $ | $ | ||||||
| Research and development services (Note 2) | ||||||||
| Total Sales | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating Expenses | ||||||||
| Advertising and promotion | ||||||||
| Commissions | ||||||||
| Consulting | ||||||||
| Currency exchange | ( | ) | ||||||
| Insurance | ||||||||
| Investor relations and transfer agent fee | ||||||||
| Lease expense and rent | ||||||||
| Office and miscellaneous | ||||||||
| Professional fees | ||||||||
| Research and development | ||||||||
| Shipping | ||||||||
| Telecommunications | ||||||||
| Travel | ||||||||
| Utilities | ||||||||
| Wages, administrative salaries and benefits | ||||||||
| Total operating expenses | ||||||||
| Operating income | ||||||||
| Non-operating income (expense) | ||||||||
| Gain on investment | ||||||||
| Loss on sale of investment | ( | ) | ||||||
| Loss on lease termination | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total non-operating income (expense) | ( | ) | ( | ) | ||||
| Income before income tax | ||||||||
| Income taxes | ||||||||
| Income tax benefit (expense) | ( | ) | ( | ) | ||||
| Net income | ||||||||
| Net income attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Net income attributable to Flexible Solutions International Inc. | $ | $ | ||||||
| Net income per share (basic) | $ | $ | ||||||
| Net income per share (diluted) | $ | $ | ||||||
| Weighted average number of common shares (basic) | ||||||||
| Weighted average number of common shares (diluted) | ||||||||
| Other comprehensive income: | ||||||||
| Net income | $ | $ | ||||||
| Unrealized gain on foreign currency translations | ||||||||
| Total comprehensive income | $ | $ | ||||||
| Comprehensive income – non-controlling interest | ( | ) | ( | ) | ||||
| Comprehensive income attributable to Flexible Solutions International Inc. | $ | $ | ||||||
— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —
| 5 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. Dollars — Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net income for the period | $ | $ | ||||||
| Adjustments to reconcile net income to cash provided by operations: | ||||||||
| Stock based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Gain on investment | ( | ) | ( | ) | ||||
| Loss on sale of investment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and deposits | ||||||||
| Long term deposits | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ||||||
| Income taxes payable | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Cash provided by operating activities | ||||||||
| Investing activities | ||||||||
| Net purchases (maturities) of term deposits | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Return of investment | ||||||||
| Distributions received from equity investments | ||||||||
| Proceeds from sale of investment | ||||||||
| Cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Repayment of short term lines of credit, net | ( | ) | ( | ) | ||||
| Repayment of long term debt | ( | ) | ( | ) | ||||
| Proceeds from long term debt | ||||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||
| Proceeds from shares issued upon exercise of stock options | ||||||||
| Cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash | ||||||||
| Increase (decrease) of cash | ||||||||
| Cash, beginning | ||||||||
| Cash, ending | $ | $ | ||||||
— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —
| 6 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONDENSED INTERIM Consolidated Statements of Stockholders’ Equity
(U.S. Dollars – Unaudited)
| Shares | Par Value | Capital in Excess of Par Value | Accumulated Earnings | Accumulated Other Comprehensive Loss | Total | Non- Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | — | |||||||||||||||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Common stock issued upon exercise of options | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | — | |||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||
| Common stock issued upon exercise of options | ||||||||||||||||||||||||||||||||
| Dividends paid | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Common stock issued upon exercise of options | ||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —
| 7 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONDENSED INTERIM Consolidated Statements of Stockholders’ Equity
(U.S. Dollars – Unaudited)
| Shares | Par Value | Capital in Excess of Par Value | Accumulated Earnings | Accumulated Other Comprehensive Loss | Total | Non- Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | — | |||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||
| Common stock issued upon exercise of options | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | — | |||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||
| Dividends paid | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | — | |||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —
| 8 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2025
(U.S. Dollars - Unaudited)
1. BASIS OF PRESENTATION
These
condensed interim consolidated financial statements (“consolidated financial statements”) include the accounts of Flexible
Solutions International, Inc. (the “Company”), its wholly-owned subsidiaries Flexible Fermentation Ltd., NanoChem Solutions
Inc. (“NanoChem”), Flexible Solutions Ltd., Flexible Biomass LP, FS Biomass Inc., NCS Deferred Corp., Natural Chem SEZC Ltd.,
Pana Chem Solutions Inc., InnFlex Holdings Inc., ENP Peru Investments LLC (“ENP Peru”), its
In
2022, NanoChem purchased an additional % in ENP Peru, increasing its share to %. ENP Investments owned the remaining
In
2023, the Company purchased an
The Company 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. The TPA division also manufactures two nitrogen conservation products for agriculture that slows nitrogen loss from fields and has installed custom equipment used to produce food and nutritional materials. All the ingredients the Company produces are custom products for specific clients and are confidential. The Company anticipates that this market vertical will grow over time. The Company also manufactures food grade products that are made and sold by the TPA division. The TPA division recognizes research and development income from time to time.
2. SIGNIFICANT ACCOUNTING POLICIES
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except where otherwise noted, in accordance with accounting principles generally accepted in the United States applicable to a going concern and reflect the policies outlined below.
In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements contain all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair statement of the Company’s financial position as of September 30, 2025 and the results of its operations and cash flows for the nine months then ended. The consolidated balance sheet as of December 31, 2024 is derived from the December 31, 2024 audited financial statements. The unaudited condensed interim consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our annual financial statements for the year ended December 31, 2024. Operating results for the three and nine months ended September 30, 2025 may not be indicative of results expected for the full year ending December 31, 2025.
| 9 |
For the three and nine months ended September 30, 2025, the Company’s estimated effective tax rate differs from the U.S. federal statutory rate primarily due to the accrual of interest and penalties related to uncertain tax positions. These amounts are recognized as a component of income tax expense. The Company continues to monitor and assess its uncertain tax positions and adjusts its estimates as new information becomes available.
(a) Term Deposits.
The
Company has three term deposits that are maintained by commercials banks. The first term deposit is for $
(c) Inventories and Cost of Sales.
The Company has three major classes of inventory: completed goods, work in progress and raw materials and supplies. In all classes inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis or weighted average cost formula to inventories in different subsidiaries. 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. Shipping and handling charges included in the accompanying condensed interim consolidated statements of operations are as follows:
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Shipping income in product sales | $ | $ | $ | $ | ||||||||||||
| Shipping costs in cost of sales | $ | $ | $ | $ | ||||||||||||
(c) Research and Development Services.
Income from research and development services is recognized over a period of time as the Company satisfies contractual performance obligations. Costs related to these services are expensed as research and development costs are incurred.
(d) Risk Management.
The Company’s credit risk is primarily attributable to its accounts receivable. The amounts presented in the accompanying condensed interim 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-payment by customers. Credit exposure is minimized by dealing with only credit worthy counterparties.
Excluding research and development services revenue, total revenue for the Company’s three primary customers in each period is as follows:
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total revenue for three primary customers | $ | $ | $ | $ | ||||||||||||
| Total revenue for three primary customers as a percentage of sales | % | % | % | % | ||||||||||||
| Research and development services | $ | $ | $ | $ | ||||||||||||
| Research and development services as a percentage of sales | % | |||||||||||||||
| 10 |
Total accounts receivable for the Company’s three primary product sales customers for the three and nine months ended September 30, 2025 is as follows:
September 30, 2025 |
December 31, 2024 |
|||||||
| Accounts receivable of three primary customers for three months ended September 30, 2025 | $ | $ | ||||||
| Accounts receivable of three primary customers for nine months ended September 30, 2025 | $ | $ |
There
was
See Note 3 for allowance for doubtful accounts, all unrelated to our primary or research and development customers.
The credit risk on cash is limited because the Company limits its exposure to credit loss by placing its cash with major financial institutions. The Company maintains cash balances at financial institutions which at times exceed federally insured amounts. The Company has not experienced any losses in such accounts.
(e) Reclassification.
Certain prior year amounts have been reclassified to conform to the 2025 financial statements presentation. Reclassifications had no effect on net income, cash flows, or stockholders’ equity as previously reported.
(f) Recent Accounting Pronouncements.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations. The amendments in this standard require disclosure of additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. They also require greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the amendments in this update require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The amendments in this update are effective on January 1, 2025 for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company adopted the standard on January 1, 2025 and anticipates disclosure regarding income taxes will be expanded in the annual financial statements for the year ended December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on its consolidated financial statements and disclosures.
| 11 |
3. ACCOUNTS RECEIVABLE
| September 30, 2025 | December 31, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowances for doubtful accounts | ( | ) | ( | ) | ||||
| $ | $ | |||||||
4. INVENTORIES
| September 30, 2025 | December 31, 2024 | |||||||
| Completed goods | $ | $ | ||||||
| Raw materials and supplies | ||||||||
| $ | $ | |||||||
5. PROPERTY AND EQUIPMENT
| September 30, 2025 | Accumulated | September 30, 2025 | ||||||||||
| Cost | Depreciation | Net | ||||||||||
| Buildings and improvements | $ | $ | $ | |||||||||
| Automobiles | ||||||||||||
| Office equipment | ||||||||||||
| Manufacturing equipment | ||||||||||||
| Land | ||||||||||||
| Technology | ||||||||||||
| $ | $ | $ | ||||||||||
| December 31, 2024 | Accumulated | December 31, 2024 | ||||||||||
| Cost | Depreciation | Net | ||||||||||
| Buildings and improvements | $ | $ | $ | |||||||||
| Automobiles | ||||||||||||
| Office equipment | ||||||||||||
| Manufacturing equipment | ||||||||||||
| Land | ||||||||||||
| Technology | ||||||||||||
| $ | $ | $ | ||||||||||
Amount
of depreciation expense for three months ended September 30, 2025 was $
At
September 30, 2025, the Company also had a building and land under contract for sale with a carrying value of $
| 12 |
6. INVESTMENTS
The Company’s investments at September 30, 2025 and December 31, 2024 consisted of the following:
| September
30, 2025 | December
31, 2024 | |||||||
| Investments, at cost: | ||||||||
| Lygos Inc., simple agreement for future equity (“SAFE”) agreement | $ | $ | ||||||
| Trio Opportunity Corp., non-voting Class B shares (December 31, 2024 – non-voting Class B shares) | ||||||||
| Investment, equity method: | ||||||||
| Florida-based LLC | ||||||||
| Total | $ | $ | ||||||
In
September 2025, the Company received a return of $
In
January 2019, the Company invested in a Florida based LLC that is engaged in international sales of fertilizer additives. According to
the operating agreement, the Company had a
A summary of the activity associated with the Company’s investment in the Florida based LLC during the nine months ended September 30, 2025 and the year ended December 31, 2024 is follows:
| Balance, December 31, 2023 –
| $ | |||
| Company’s proportionate share of earnings | ||||
| Distribution received | ( | ) | ||
| Basis of | ( | ) | ||
| Balance, December 31, 2024 – | $ | |||
| Company’s proportionate share of earnings | ||||
| Balance, September
30, 2025 – | $ |
Summarized profit and loss information related to the Florida based LLC is as follows:
| Nine
months ended September 30, 2025 | Nine
months ended September 30, 2024 | |||||||
| Net sales | $ | $ | ||||||
| Gross profit | $ | $ | ||||||
| Net income | $ | $ | ||||||
During
the three months ended September 30, 2025, the Company had sales of $
7. SHORT-TERM LINES OF CREDIT
(a)
In June 2025, ENP Investments renewed the
line of credit with Stock Yards Bank and Trust (“Stock Yards”). The revolving line of credit is for an aggregate amount of
up to the lesser of (i) $
| 13 |
The
revolving line of credit contains customary affirmative and negative covenants, including the following: compliance with laws, provisions
of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts
at Stock Yards, Stock Yard’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. NanoChem is a guarantor of
To secure the repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest in substantially all of the assets of ENP Investments, exclusive of intellectual property assets.
Short-term
borrowings outstanding under the revolving line as of September 30, 2025 were $ (December 31, 2024 - $
(b)
In August 2025, the Company renewed the line of credit with Stock Yards Bank and Trust (“Stock Yards”). The revolving
line of credit is for an aggregate amount of up to the lesser of (i) $
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 Stock Yards, Stock Yards 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.
To secure repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest in substantially all of the assets of NanoChem, exclusive of intellectual property assets.
Short-term
borrowings outstanding under the revolving line as of September 30, 2025 were $
8. LONG TERM DEBT
Long term debt, all of which is with Stock Yards Bank and Trust, at September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| ENP Mendota, | $ | $ | ||||||
| NanoChem, | ||||||||
| ENP Peru, | ||||||||
| ENP Peru, | ||||||||
| NanoChem, | ||||||||
| 317 Mendota, | ||||||||
| NanoChem, | ||||||||
| Long-term debt | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| 14 |
The following table summarizes the scheduled annual future principal payments as of September 30, 2025:
| Year Ended December 31, | Principal
Amount Due | |||
| Remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | $ | |||
The Company has 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 the Company’s 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 % of the options granted will vest the year following the grant unless an executive employee is granted a multi-year stock option grant where an equal amount vests over the next years. The maximum term of options granted is years and the exercise price for all options are issued for not less than fair market value at the date of the grant.
| Number of shares | Exercise price per share |
Weighted average exercise price |
||||||||||
| Balance, December 31, 2023 | $ | – | $ | |||||||||
| Granted | $ | – | $ | |||||||||
| Cancelled or expired | ( |
) | $ | – | $ | |||||||
| Exercised | ( |
) | $ | – | $ | |||||||
| Balance, December 31, 2024 | $ | – | $ | |||||||||
| Cancelled or expired | ( |
) | $ | – | $ | |||||||
| Exercised | ( |
) | $ | – | $ | |||||||
| Balance, September 30, 2025 | $ | – | $ | |||||||||
| Exercisable, September 30, 2025 | $ | – | $ | |||||||||
| 15 |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Line item on the statement of operations and comprehensive income (loss): | ||||||||||||||||
| Wages, administrative salaries and benefits | $ | $ | $ | $ | ||||||||||||
| Consulting | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
During the nine months ended September 30, 2025, the Company granted (2024 – ) stock options to consultants and (2024 – ) stock options to employees. The fair value of options granted during 2024 was calculated using the following range of assumptions:
| 2024 | ||||
| Expected life – years | ||||
| Interest rate | – | % | ||
| Volatility | – | % | ||
| Fair value of options granted | $ – | |||
As of September 30, 2025, the weighted-average remaining contractual life of outstanding and exercisable options is years and years, respectively. As of September 30, 2025, there was approximately $ of compensation expense related to non-vested awards that is expected to be recognized over a weighted average period of years.
The aggregate intrinsic value of options outstanding and exercisable at September 30, 2025 is $ (2024 - $) and $ (2024 - $), respectively. During the nine months ended September 30, 2025, the intrinsic value of stock options exercised was $ (2024 - $).
10. CAPITAL STOCK
During the nine months ended September 30, 2025, shares were issued upon the exercise of stock options (2024 – ).
During
the nine months ended September 30, 2025, the Company declared a $
special dividend payable on
During
the nine months ended September 30, 2024, the Company announced a special dividend of $ per share that was paid on
11. NON-CONTROLLING INTERESTS
(a)
ENP Investments is a limited liability corporation
(“LLC”) that manufactures and distributes golf, turf and ornamental agriculture products in Mendota, Illinois. The Company
owns a
| 16 |
ENP Investments makes cash distributions to its equity owners based on formulas defined within its Ownership Interest Purchase Agreement dated October 1, 2018. Distributions are defined in the Ownership Interest Purchase Agreement as cash on hand to the extent it exceeds current and anticipated long-term and short-term needs, including, without limitation, needs for operating expenses, debt service, acquisitions, reserves, and mandatory distributions, if any.
From the effective date of acquisition onward, the minimum distributions requirements under the Ownership Interest Purchase Agreement were satisfied. The total distribution from the effective date of acquisition onward was $.
| Balance, December 31, 2023 | $ | |||
| Distribution | ( | ) | ||
| Non-controlling interest share of income | ||||
| Balance, December 31, 2024 | ||||
| Distribution | ( | ) | ||
| Non-controlling interest share of income | ||||
| Balance, September 30, 2025 | $ |
During
the three months ended September 30, 2025, the Company had sales of $
b)
317 Mendota is a LLC that owns real estate that the Company occupies part of while renting out the excess. The Company owns
a
| Balance, December 31, 2023 | $ | |||
| Non-controlling interest share of income (loss) | ( | ) | ||
| Balance, December 31, 2024 | ||||
| Non-controlling interest share of income (loss) | ( | ) | ||
| Balance, September 30, 2025 | $ | ( | ) |
12. SEGMENTS
The
Company operates in
(a) Energy and water conservation products (as shown under the column heading “EWCP” below), which consists of a (i) liquid swimming pool blankets which save energy and water by inhibiting evaporation from the pool surface, and (ii) food-safe powdered form of the active ingredient within the liquid blankets and which are designed to be used in still or slow moving drinking water sources.
(b) Biodegradable polymers, also known as TPA’s (as shown under the column heading “BCPA” below), 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.
The third product line is nitrogen conservation products used for the agriculture industry. These products decrease the loss of nitrogen fertilizer after initial application and allow less fertilizer to be used. These products are made and sold by the Company’s BCPA division.
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From time to time, the BCPA division also engages in performing research and development services for third parties.
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.
Segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer. Profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses are reviewed by the CODM at a consolidated level. The CODM assesses performance for each of the Company’s segments and decides how to better allocate resources based on consolidated net income that is reported on the Consolidated Statements of Income. The Company’s objective in making resource allocation decisions is to optimize the consolidated financial results.
Three months ended September 30, 2025:
| EWCP | BPCA | Other (1) | Consolidated | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Wages, administrative salaries and benefits | ||||||||||||||||
| Office & miscellaneous | ||||||||||||||||
| Other segment items (2) | ( | ) | ||||||||||||||
| Net operating income (loss) | ( | ) | ||||||||||||||
| Interest expense | ||||||||||||||||
| Depreciation and amortization (included in cost of sales) | ||||||||||||||||
| Capital expenditures | ||||||||||||||||
| Assets at September 30, 2025 (3) | ||||||||||||||||
Three months ended September 30, 2024:
| EWCP | BPCA | Other (1) | Consolidated | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Wages, administrative salaries and benefits | ||||||||||||||||
| Office & miscellaneous | ||||||||||||||||
| Other segment items (2) | ||||||||||||||||
| Net operating income (loss) | ( | ) | ||||||||||||||
| Interest expense | ||||||||||||||||
| Depreciation and amortization (included in cost of sales) | ||||||||||||||||
| Capital expenditures | ||||||||||||||||
| Assets at December 31, 2024 (3) | ||||||||||||||||
Nine months ended September 30, 2025:
| EWCP | BPCA | Other (1) | Consolidated | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Research and development sales | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Wages, administrative salaries and benefits | ||||||||||||||||
| Office & miscellaneous | ||||||||||||||||
| Other segment items (2) | ||||||||||||||||
| Net operating income (loss) | ( | ) | ||||||||||||||
| Interest expense | ||||||||||||||||
| Depreciation and amortization (included in cost of sales) | ||||||||||||||||
| Capital expenditures | ||||||||||||||||
| Assets at September 30, 2025 (3) | ||||||||||||||||
| 18 |
Nine months ended September 30, 2024:
| EWCP | BPCA | Other (1) | Consolidated | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Wages, administrative salaries and benefits | ||||||||||||||||
| Office & miscellaneous | ||||||||||||||||
| Other segment items (2) | ||||||||||||||||
| Net operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ||||||||||||||||
| Depreciation and amortization (included in cost of sales) | ||||||||||||||||
| Capital expenditures | ||||||||||||||||
| Assets at December 31, 2024 (3) | ||||||||||||||||
| (1) | ||
| (2) | ||
| (3) |
Sales by territory are shown below:
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Canada | $ | $ | $ | $ | ||||||||||||
| United States and abroad | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
The Company’s long-lived assets (property, equipment, intangibles, and goodwill) are located in Canada and the United States and abroad as follows:
| September
30, 2025 | December
31, 2024 | |||||||
| Canada | $ | $ | ||||||
| United States and abroad | ||||||||
| Total | $ | $ | ||||||
13. SUBSEQUENT EVENTS
In
October 2025, the Company completed the sale of the building and land owned by 317 Mendota. The building and land was sold for $
| 19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The Company manufactures and markets biodegradable polymers which are used in the oil, gas and agriculture industries. The Company also develops, manufactures and markets specialty chemicals that slow the evaporation of water.
Results of Operations
We have three product lines.
The first is a chemical 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 thereby reducing the energy required to maintain the desired temperature of the water. A modified version can also be used in reservoirs, potable water storage tanks, livestock watering pods, canals, and irrigation ditches for the purpose of reducing evaporation. These products are sold by our EWCP division.
The second product, biodegradable polymers (“TPAs”), is used by the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping. TPAs can also be used to increase biodegradability in detergents and in the agriculture industry to increase crop yields by enhancing fertilizer uptake. TPA’s are sold by our BCPA division.
The third product line is nitrogen conservation products used for the agriculture industry. These products decrease the loss of nitrogen fertilizer after initial application and allow less fertilizer to be used. These products are made and sold by the Company’s BCPA division.
From time to time, the BCPA division also engages in performing research and development services for third parties.
Material changes in the Company’s Statement of Operations and Comprehensive Income (Loss) for nine and three months ended September 30, 2025 compared to the same period in the prior year are discussed below:
Three Months ended September 30, 2025
| Item | Increase (I) or Decrease (D) |
Reason | ||
| Sales | ||||
| EWCP products | D | Decreased customer orders. | ||
| TPA products | I | Increased customer orders. | ||
| Gross profit as a percentage of sales | D | Increased costs associated with scaling up new products. |
| 20 |
| Consulting | D | Decreased reliance on consultants. | ||
| Office and miscellaneous | I | Increase related to building repair and maintenance. | ||
| Professional fees | I | Increase in accounting fees related to tax filings and increase in audit fees related to growth of the Company. | ||
| Research and development | I | New product development. | ||
| Utilities | I | Increase related to increase in production hours. | ||
| Gain on investment | D | Sale of 30.1% of Florida based LLC in 2024 reduced our Company’s portion of the profits. | ||
| Loss on sale of investment | D | One time loss on the sale of 30.1 % of Florida based LLC in 2024. | ||
| Interest income | I | Increased interest rates. |
Nine Months ended September 30, 2025
| Item | Increase (I) or Decrease (D) |
Reason | ||
| Sales | ||||
| EWCP products | D | Decreased customer orders. | ||
| TPA products | D | Decreased customer orders. | ||
| Research and development services | I | Due to a successful project that completed in 2025.
| ||
| Advertising and promotion | I | Increase in marketing. | ||
| Consulting | D | Decreased reliance on consultants.
| ||
| Office and miscellaneous | I | Increase related to building repair and maintenance. | ||
| Professional fees | I | Increase in accounting fees related to tax filings and increase in audit fees related to growth of the Company. | ||
| Research
and development |
I | New product development. | ||
| Travel | D | Travel requirements were lower for the first nine months in 2025 than in 2024. |
| 21 |
| Utilities | I | Increase related to increase in production hours. | ||
| Gain on investment | D | Sale of 30.1% of Florida based LLC in 2024 reduced our Company’s portion of the profits. | ||
| Loss on sale of investment | D | One time loss on the sale of 30.1 % of Florida based LLC in 2024. | ||
| Interest expense | I | Increase of interest rate on one of the mortgages. |
Three customers accounted for 65% of our product sales during the three months ended September 30, 2025 (2024 –60%) and 54% of our product sales during the nine months ended September 30, 2025 (2024 – 52%). The amount of revenue (all from the sale of TPA products) attributable to each customer is shown below. Research and development services sales are not included in product sales
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| Customer | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Company A | $ | 5,116,815 | $ | 2,812,736 | $ | 7,041,541 | $ | 5,238,881 | ||||||||
| Company B | $ | 1,253,034 | $ | 1,794,262 | $ | 5,181,609 | $ | 6,606,882 | ||||||||
| Company C | $ | 411,435 | * | $ | 942,752 | $ | 2,230,577 | $ | 3,399,619 | |||||||
| Company D | $ | 501,676 | $ | - | $ | 982,517 | * | $ | 742,429 | * | ||||||
*not a primary customer in that period
Customers with balances greater than 10% of our receivables as of September 30, 2025 and 2024 are shown below:
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Company A | $ | 4,898,789 | $ | 2,571,320 | ||||
| Company B | $ | 1,557,505 | $ | 1,434,835 | ||||
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 TPA products; | |
| ● | activity in the oil and gas industry, as we sell our TPA products to oil and gas companies; | |
| ● | drought conditions, since we also sell our TPA products to farmers; and | |
| ● | new tariffs relating to raw materials imported from China. |
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.
| 22 |
Capital Resources and Liquidity
The Company’s sources and (uses) of cash for the nine months ended September 30, 2025 and 2024 are shown below:
| 2025 | 2024 | |||||||
| Cash provided by operating activities | 6,757,198 | 7,787,989 | ||||||
| Net purchases (maturities) of term deposits | 1,014,766 | 319,916 | ||||||
| Purchase of property and equipment | (3,310,168 | ) | (2,876,119 | ) | ||||
| Return of investment | 500,000 | - | ||||||
| Distributions received from equity investments | - | 430,402 | ||||||
| Proceeds from sale of investment | - | 2,000,000 | ||||||
| Repayment of short term lines of credit, net | (1,495,046 | ) | (1,810,479 | ) | ||||
| Repayment of long term debt | (1,680,304 | ) | (917,692 | ) | ||||
| Proceeds from long term debt | - | 2,162,412 | ||||||
| Dividends paid | (1,274,753 | ) | (1,255,053 | ) | ||||
| Distributions to non-controlling interest | (329,635 | ) | (365,644 | ) | ||||
| Proceeds from shares issued upon exercise of stock options | 467,030 | 26,250 | ||||||
| Effect of exchange rate change on cash | 201,509 | 100,276 | ||||||
The Company has sufficient cash resources to meets its future commitments and cash flow requirements for the coming year. As of September 30, 2025, working capital was $21,780,752 (December 31, 2024 - $22,714,190) and the Company has no substantial commitments that require significant outlays of cash over the coming fiscal year.
Other than as disclosed above, the Company does not anticipate any capital requirements for the twelve months ending September 30, 2026.
Other than as disclosed above, 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.
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 September 30, 2025. 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 September 30, 2025
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 September 30, 2025. 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 September 30, 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 23 |
PART II
Item 5. Other Information
None
of our directors or officers
Item 6. Exhibits.
| Number | Description | |
| 3.1 | Articles of Continuance (Articles of Incorporation) (1) | |
| 3.2 | Bylaws (2) | |
| 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.* | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed with this report.
| (1) | Incorporated by reference the same exhibit filed with the Company’s March 31, 2022 10-Q report. |
| (2) | Incorporated by reference to Exhibit 3(ii) filed the Company’s 8-K report dated April 10, 2022. |
| 24 |
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.
November 14, 2025
| Flexible Solutions International, Inc. | ||
| By: | /s/ Daniel B. O’Brien | |
| Name: | Daniel B. O’Brien | |
| Title: | President and Principal Executive Officer | |
| By: | /s/ Daniel B. O’Brien | |
| Name: | Daniel B. O’Brien | |
| Title: | Principal Financial and Accounting Officer | |
| 25 |