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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001025894-02-000549.txt : 20020813
<SEC-HEADER>0001025894-02-000549.hdr.sgml : 20020813
<ACCEPTANCE-DATETIME>20020813171418
ACCESSION NUMBER:		0001025894-02-000549
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20020813
EFFECTIVENESS DATE:		20020813

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLEXIBLE SOLUTIONS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001069394
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS CHEMICAL PRODUCTS [2890]
		IRS NUMBER:				911922863
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-98039
		FILM NUMBER:		02730663

	BUSINESS ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA B C V8N 1X5
		STATE:			A1
		BUSINESS PHONE:		2504779969

	MAIL ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA BC CANADA
		STATE:			A1
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>fs_s8208.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

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

                              2614 Queenswood Drive
                          Victoria, BC, Canada V8N 1X5
                    (Address of principal executive offices)

               EMPLOYEES, CONSULTANTS AND DIRECTORS STOCK OPTIONS
                            (Full title of the Plan)

                             Dan O'Brien, President
                     Flexible Solutions International, Inc.
                              2614 Queenswood Drive
                          Victoria, BC, Canada V8N 1X5
                                 (800) 661-3560
            (Name, address and telephone number of agent for service)


      Approximate date of commencement of sales pursuant to the Plan: From time
      to time after the effective date of this Registration Statement.


                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of                                          Proposed
securities     Amount         Proposed maximum     maximum         Amount of
to be          to be          offering price      aggregate      registration
registered     registered     per share         offering price        fee

Common shares
$0.001
par value      1,325,800           (a)             $3,055,730        $281.13
- --------------------------------------------------------------------------------
<PAGE>
(a) Calculated in accordance with Rule 457(h)(1) upon the price at which the
options may be exercised, as follows:

         No. of                                      Exercise
         Options                                     Price
         -------                                     --------
         266,000                                     $1.40
         210,000                                     $1.50
           2,000                                     $1.75
         200,000                                     $2.00
           2,000                                     $2.10
         200,000                                     $2.50
           5,000                                     $2.75
         200,000                                     $3.00
         200,000                                     $3.50
          40,800                                     $3.60











































                                       2
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents are incorporated by reference in the
registration statement:

         (a) The registrant's latest annual report on Form 10-KSB, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.

         (b) All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in (a)
above.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Reference is hereby made to the provisions of the Nevada Business
Corporation Act which provides for indemnification of directors and officers
under certain circumstances.

         The Registrant's Certificate of Incorporation and Bylaws provide that
the Company shall, to the fullest extent permitted by the laws of the State of
Nevada, indemnify any director, officer, employee and agent of the corporation
against expenses incurred by such person by reason of the fact that he serves or
has served the corporation in such capacity.

Indemnification under the Company's Certificate of Incorporate and Bylaws is
nonexclusive of any other right such persons may have under statute, agreement,
bylaw or action of the Board of Directors or shareholders of the corporation.


                                       3
<PAGE>
Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.

Item 9.           Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)   to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                           (iii) to include any material information with
                  respect to the plan of distribution not previously
                  disclosed in the registration statement or any material
                  change to such information in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 or Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

                                       4
<PAGE>
         (d)      Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons or the registrant pursuant to the provisions described in
Item 6, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.












































                                       5
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Victoria, B.C., Canada on August 7, 2002.



                                        FLEXIBLE SOLUTIONS INTERNATIONAL, INC.


                                        By:s/DAN O'BRIEN
                                           -------------
                                           Dan O'Brien
                                           President


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.

Signature                            Title                     Date
- ---------                            -----                     ----

s/DAN O'BRIEN               President, Chairman,           August 7, 2002
Dan O'Brien                 Director
                            (Principal executive
                            officer and Principal
                            Accounting Officer)

s/ROBERT O'BRIEN            Director                       August 7, 2002
Robert O'Brien


s/JOHN BIENTJES             Director                       August 7, 2002
John Bienties





















                                       6
<PAGE>

                                  EXHIBIT INDEX


No.               Description
- ---               -----------

5                 Opinion of Joel Bernstein, Esq., P.A.

23.1              Consent of Accountant













































                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>fs_s8208x5.txt
<DESCRIPTION>LEGAL OPINION
<TEXT>
                                                                       Exhibit 5
                                   Law Offices

                           JOEL BERNSTEIN, ESQ., P.A.

11900 Biscayne Blvd., Suite 604                         Telephone:  305.892.1122
Miami, Florida 33181                                  Facsimile:    305.892.0822




August 7, 2002


Daniel O'Brien
Flexible Solutions International Inc.
2614 Queenswood Dr.
Victoria, BC V8N 1X5

Gentlemen:

I have acted as special counsel to Flexible Solutions International, Inc., a
Nevada corporation (the "Corporation"), in connection with the offering of
1,325,800 shares of Common Stock issued pursuant to stock option agreements with
consultants, employees and directors. The offering of the shares is to be made
pursuant to Registration Statement on Form S-8 to be filed with the Securities
and Exchange Commission (the "Registration Statement").

I have acted as special counsel to the Corporation in connection with the
issuance of shares.

Please be advised that I am of the opinion that the Corporation's Common Stock
to be offered pursuant to the Registration Statement has been duly authorized by
the Corporation. The Common Stock when issued in accordance with the terms of
the stock option agreements will be validly issued by the Corporation and fully
paid and non-assessable.

We consent to the use of our name in the Registration Statement in the section
of the Prospectus entitled "Legal Matters" and the filing of this letter as an
exhibit to the Registration Statement.

                                                 Yours very truly,



                                                 s/JOEL BERNSTEIN, ESQ., P.A.
                                                 ----------------------------
JB:jm                                            Joel Bernstein, Esq., P.A.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>fs_s8208x23.txt
<DESCRIPTION>CONSENT OF ACCOUNTANT
<TEXT>
                                                                   EXHIBIT  23.1


                              PANNELL KERR FORSTER
                           Certified Public Accountant
                            7TH FLOOR, MARINE BUILDING
                                 355 BURRARD ST.
                              VANCOUVER, BC V6C2G8
                               PH : (604) 687 1231
                               FAX: (604) 688 4675



                     CONSENT OF CERTIFIED CHARTERED ACCOUNTANTS


Board  of  Directors
Flexible Solutions International  Inc.
2614 Queenswood Dr
Victoria, BC V8N 1X5



     We consent to the incorporation by reference of our audit report dated
March 19 , 2002, on the financial statements of Flexible Solutions as of
December 31, 2001 and December 31, 2000 and the period then ended in the Form
S-8.



/s/ PANNELL KERR FORSTER
- ------------------------
Pannell Kerr Forster
Vancouver BC
August 8,  2002.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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