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<SEC-DOCUMENT>0000000000-05-044256.txt : 20061115
<SEC-HEADER>0000000000-05-044256.hdr.sgml : 20061115
<ACCEPTANCE-DATETIME>20050825164236
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-044256
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050825

FILED FOR:		

	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:		UPLOAD

	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
PUBLIC REFERENCE ACCESSION NUMBER:		0000897069-05-001571
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 25, 2005

Mail Stop 7010


By U.S. Mail and facsimile to (250) 991-9316

Daniel B. O`Brien
President and Chief Executive Officer
Flexible Solutions International, Inc.
615 Discovery Street
Victoria, British Columbia
V8T 5G4, Canada


Re: 	Flexible Solutions International, Inc.
	Response to Correspondence Dated August 11, 2005,
Relating to Amendment No. 1 to Registration Statement on Form S-3
Filed June 27, 2005
	File No. 333-124751
	Form 10-KSB for Fiscal Year Ended December 31, 2004
	Form 10-QSB for Fiscal Quarter Ended March 31, 2005
	File No. 1-31540


Dear Mr. O`Brien:

      We have reviewed your filings and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.


Correspondence Dated August 11, 2005
General

1. We note your response to comment 1 of our July 12, 2005 letter.
Given the guidance of Rule 11-01(d) of Regulation S-X, it remains
unclear how you determined you did not acquire a business.
Specifically, we note the following:
* Prior to the acquisition, Donlar was engaged in the development,
manufacture and marketing of biopolymers.  You acquired, through
auction, substantially all of the assets of Donlar.  Prior to the
acquisition of these assets in June 2004, you were not involved in
the businesses in which Donlar was engaged.  Only after the
acquisition did you begin to develop and market your own TPA
biopolymer products.  The polymer segment was formed after the
acquisition of certain assets of Donlar Corporation in June 2004;
* The primary reason for the acquisition was that the processes
and
equipment used to market your products were substantially the
same.
Your secondary intention was to rebuild the business of Donlar,
now
as Nanochem, and return the business to profitable operations and
cash flow;
* In the acquisition, you acquired 52 U.S. and 139 international
patents and a 58,700 square-foot manufacturing plant;
* You re-hired 9 of the 16 individuals employed by Donlar at the
time
of acquisition, of which 1 employee is a salesman involved in the
sales of biopolymers; and
* You acquired all of Donlar`s trade names in connection with the
business as well as other patents and intangible assets.

Please provide the financial statements for the business acquired
pursuant to Item 310(c) of Regulation S-B and corresponding pro
forma
financial information required pursuant to Item 310(d) of
Regulation
S-B.  Please also file a Form 8-K with the required information.
In
addition, you will need to amend this Form S-3 to a form on which
you
are eligible to register.


Form 10-KSB for the year ended December 31, 2004
Note 1.  Basis of Presentation, page 23

2. We note your response to comment 7 of our July 12, 2005 letter.
Please provide the disclosures required by paragraphs 51, 54, and
55
of SFAS 141 as previously requested.

Note 7.  Investments, page 28

3. We note your response to comment 9 of our July 12, 2005 letter.
In your Form 8-K filed on June 18, 2003, you state that you have
the
option to buy 20% of Tatko any time until June 1, 2008 upon
payment
of a nominal fee of $1.  In determining the appropriate accounting
for this option, tell us what considerations were given to the
guidance provided by EITF 02-14.

Note 11.  Stock Options, page 31

4. We note your response to comment 11 of our July 12, 2005
letter.
We remind you that Issue 1 of EITF 96-18 states that you should
measure the fair value of equity instruments using the stock price
and other measurement assumptions as of the earlier of either the
performance commitment date or the date at which the
counterparty`s
performance is complete.  Given that you determined that you had
not
reached a performance commitment date due to the lack of
sufficiently
large disincentives for nonperformance, as you noted it would
appear
that the measurement date would not occur until the counterparty`s
performance was complete.  As you also noted it appears that
performance would not be complete until the end of the eighteen
month
period; however, it appears that you used a measurement date prior
to
this date.  Please clarify what measurement date you used, and
help
us understand how you determined this was the appropriate date to
use
based on the guidance of EITF 96-18.

5. Paragraph 6 of EITF 00-18 states that the grantor should
recognize
fully vested, exercisable, nonforfeitable equity instruments when
they are issued (in most cases, when the agreement is entered
into).
Given that the options you issued were forfeitable, it remains
unclear how you determined it was appropriate to immediately
expense
the entire amount when you entered into the agreement.  Please
advise.

6. Given the guidance of EITF 01-9, tell us how you determined it
was
appropriate to classify the amount recorded related to these
options
as an operating expense instead of as a reduction of revenue.
Refer
to Example 1 of Exhibit 01-9D.


      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.



















      You may contact Marie Trimeloni, Staff Accountant, at (202)
551-3734 or Nudrat Salik, Senior Staff Accountant, at (202) 551-
3692
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Matt Franker, Staff Attorney,
at
(202) 551-3749 or Chris Edwards, Special Counsel, at (202) 551-
3742
with any other questions.  Alternatively, you may contact me at
(202)
551-3760.


Sincerely,



Pamela A. Long
Assistant Director



cc:	Andrew B. Serwin, Esq. (via facsimile 619/234-3510)
      Foley & Lardner LLP
      402 W. Broadway, Suite 2300
      San Diego, California 92101-3542

Paul A. Stewart, Esq. (via facsimile 415/434-4507)
      Foley & Lardner LLP
      One Maritime Plaza, Sixth Floor
      San Francisco, California 94111-3409

      Deepak Nanda, Esq. (via facsimile 310/557-8475)
      Foley & Lardner LLP
      2029 Century Park East, Suite 3500
      Los Angeles, California 90067
??

??

??

??

Daniel B. O'Brien
Flexible Solutions International, Inc.
August 25, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE



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