<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>forms8exh99aug-11.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>

                                   EXHIBIT 99


<PAGE>


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

                                  Common Stock

      THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE COMMISSION
OR ANY STATE SECURITIES  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     This  Prospectus  relates to shares  (the  "Shares")  of common  stock (the
"Common Stock") of Flexible  Solutions  International Inc. (the "Company") which
may be issued pursuant to Stock Option Plans approved by the Company.  The Stock
Option  Plans  provide for the grant,  to selected  employees of the Company and
other  persons,  of options to purchase  shares of the  Company's  common stock.
Persons  who  received  shares  pursuant to the Stock  Option  Plans and who are
offering such shares to the public by means of this  Prospectus  are referred to
as the "Selling Shareholders".

     The  Selling  Shareholders  may  offer  the  shares  from  time  to time in
negotiated  transactions  in the public  market,  at fixed  prices  which may be
changed from time to time, at market  prices  prevailing at the time of sale, at
prices related to such  prevailing  market prices or at negotiated  prices.  The
Selling  Shareholders  may effect such  transactions by selling the Shares to or
through  securities   broker/dealers,   and  such   broker/dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
Selling  Shareholders  and/or  the  purchasers  of  the  Shares  for  whom  such
broker/dealers  may act as  agent or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker/dealer  might be in  excess of
customary commissions). See "Selling Shareholders" and "Plan of Distribution".

     None  of  the  proceeds  from  the  sale  of  the  Shares  by  the  Selling
Shareholders will be received by the Company. The Company has agreed to bear all
expenses (other than underwriting  discounts,  selling  commissions and fees and
expenses of counsel and other advisers to the Selling Shareholders). The Company
has  not  agreed  to  indemnify  the  Selling   Shareholders   against   certain
liabilities,  including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").

                 The date of this Prospectus is August __, 2011.


<PAGE>


                              AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports and other  information with the Securities and Exchange  Commission (the
"Commission").  Proxy statements,  reports and other information  concerning the
Company can be inspected and copied at the Commission's  office at 100 F Street,
NE, Washington,  D.C. 20549. Certain information  concerning the Company is also
available at the Internet Web Site  maintained  by the  Securities  and Exchange
Commission at www.sec.gov.  This Prospectus does not contain all information set
forth in the  Registration  Statement of which this Prospectus  forms a part and
exhibits  thereto  which the  Company  has filed with the  Commission  under the
Securities Act and to which reference is hereby made.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The Company will provide,  without charge, to each person to whom a copy of
this Prospectus is delivered,  including any beneficial  owner, upon the written
or  oral  request  of  such  person,  a copy  of  any  or  all of the  documents
incorporated by reference herein (other than exhibits to such documents,  unless
such exhibits are specifically  incorporated by reference into this Prospectus).
Requests should be directed to:

                     Flexible Solutions International, Inc.
                              615 Discovery Street
                           Victoria, British Columbia
                                 CANADA V8T 5G4
                                 (250) 477-9969
                               (250) 477-9912 FAX

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

     (1)  Prospectus filed pursuant to Rule 424(b) on February 26, 2010.
     (2)  Annual report on Form 10-K the year ended December 31, 2010.
     (3)  Report on Form 8-K filed on April 6, 2011.
     (4)  Report on Form 8-K/A filed on April 8, 2011.
     (5)  Report on Form 8-K filed on April 11, 2011.
     (6)  Amended  Annual Report on form 10-K/A for the year ended  December 31,
          2011 filed on April 20, 2011.
     (7)  Quarterly report on Form 10-Q for the quarter ended March 31, 2011.
     (8)  Report on Form 8-K filed on May 19, 2011.
     (9)  Definitive Proxy Statement on Schedule 14A filed on July 11, 2011. (
     10)  Amended  Definitive Proxy Statement on Schedule 14/A filed on July 12,
          2011.

     All reports and  documents  subsequently  filed by the Company  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment to this  Registration  Statement of
which this  Prospectus is a part which  indicates  that all  securities  offered
hereby  have been  sold or which  de-registers  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated by reference in this Prospectus and
to be a part thereof from the date of filing of such reports or documents.

<PAGE>



                                TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----

PROSPECTUS SUMMARY......................................................    1

RISK FACTORS ...........................................................    1

SELLING SHAREHOLDERS ...................................................    2

PLAN OF DISTRIBUTION ...................................................    4

DESCRIPTION OF COMMON STOCK ............................................    4

GENERAL ................................................................    5


<PAGE>

                               PROSPECTUS SUMMARY

              THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE
                DETAILED INFORMATION APPEARING ELSEWHERE IN THIS
                                   PROSPECTUS.

     Flexible  Solutions,  Ltd.  ("the  Company")  was  incorporated  in British
Columbia on January 26,  1991.  On May 12,  1998,  Flexible  Solutions  Ltd. was
merged into Flexible Solutions  International,  Inc., a Nevada  corporation.  In
connection with this merger, the Company issued 7,000,000 shares of common stock
to the former shareholders of Flexible Solutions Ltd. in exchange for all of the
outstanding shares of Flexible Solutions Ltd.

     In June 2004 the Company purchased 52 U.S. and 139  International  patents,
as well as a 56,780 sq. ft. manufacturing plant near Chicago,  Illinois from the
bankruptcy  estate of Donlar  Corporation  ("Donlar")  for  $6.15  million.  The
patents we acquired from Donlar relate to water-soluble chemicals ("TPAs") which
prevent  corrosion and scaling in water pipes used in the  petroleum,  chemical,
utility and mining  industries.  TPAs are also used to enhance  fertilizers  and
improve crop yields and as additives for household laundry detergents,  consumer
care products and pesticides.

     The  Company  operates  through  two  wholly-owned  subsidiaries:  Flexible
Solutions Ltd., and NanoChem  Solutions Inc.  Unless  otherwise  indicated,  all
references  to  the  Company's   business   include  the   operations  of  these
subsidiaries.

     In November 2007, the Company purchased a building and 3.3 acres of land in
Taber,  Alberta,  Canada.  The price paid was  CDN$1,325,000 and was financed by
cash of $660,000 and an interest free  mortgage that was paid in June 2008.  The
building  will be  renovated  and  operated as a  fermentation  facility for the
production of aspartic  acid, a key  ingredient  in TPAs.  Aspartic acid made in
Taber will be shipped to the Company's plant in Illinois for finishing.

     The  Company's  principal  executive  offices are located at 615  Discovery
Street,  Victoria,  British  Columbia,  Canada V8T 5G4. The Company's  telephone
number   is   (250)   477-9969.    The   Company's   website   is   located   at
http://www.flexiblesolutions.com. The information found on the Company's website
is not a part of this prospectus.

     As of August 11,  2011 the  Company had  13,169,991  outstanding  shares of
common stock.

The Offering

     By means of this  prospectus  a number of the  Company's  shareholders  are
offering to sell  shares of its common  stock.  The shares  owned by the selling
shareholders may be sold in the public market, or otherwise, at prices and terms
then  prevailing or at prices related to the  then-current  market price,  or in
negotiated transactions.

                                       1
<PAGE>

     The purchase of the securities  offered by this prospectus  involves a high
degree of risk. Risk factors include losses since the Company was  incorporated,
and the  need  for  the  Company  to sell  more of its  common  stock  to  raise
additional capital. See "Risk Factors" below for additional information.

                                  RISK FACTORS

The Company has incurred  significant  operating  losses since inception and may
not sustain profitability in the future.

     The Company has experienced  operating  losses and negative cash flows from
operations and has currently accumulated a deficit. If the Company's revenues do
not increase,  results of operations and liquidity will be materially  adversely
affected.  If the Company  experiences slower than anticipated revenue growth or
if operating  expenses exceed  expectations,  the Company may not be profitable.
Even  if the  Company  becomes  profitable  in the  future,  it may  not  remain
profitable.

Fluctuations  in the  Company's  operating  results may cause our stock price to
decline.

     Given the nature of the markets in which the Company operates,  the Company
cannot  reliably   predict  future  revenues  and   profitability.   Changes  in
competitive,  market and  economic  conditions  may cause the  Company to adjust
operations. A high proportion of costs are fixed, due in part to sales, research
and development and manufacturing  costs.  Thus, small declines in revenue could
disproportionately  affect operating results.  Factors that may affect operating
results and the market price of the Company's common stock include:

     o    demand for and market acceptance of the Company's products;
     o    competitive pressures resulting in lower selling prices;
     o    adverse changes in the level of economic  activity in regions in which
          the Company does business;
     o    adverse  changes in the oil and gas  industry  on which the Company is
          particularly dependent;
     o    changes in the portions of revenue represented by various products and
          customers;
     o    delays or problems in the introduction of new products;
     o    the  announcement  or  introduction  of  new  products,   services  or
          technological innovations by the Company's competitors;
     o    variations in the Company's product mix;
     o    the timing and amount of expenditures in anticipation of future sales;
     o    increased costs of raw materials or supplies; and
     o    changes in the volume or timing of product orders.

                                       2
<PAGE>

The Company's operations are subject to seasonal fluctuation.

     The use of  swimming  pool  products  increases  in summer  months in North
America and  results in sales from  January to June being  greater  than in July
through  December.  Markets  for the  Company's  WATER$AVR(R)  product  are also
seasonal,  depending on the wet versus dry seasons in particular countries.  The
Company  attempts to sell into a variety of countries with different  seasons on
both sides of the equator in order to minimize  seasonality.  The  Company's TPA
business is the least seasonal,  however there is a small increase in the spring
related to  inventory  building  for the crop season in the United  States and a
small  slowdown in December as oilfield  customers  run down stock in advance of
year end, but otherwise,  little seasonal variation.  The Company believes it is
able to  adequately  respond  to these  seasonal  fluctuations  by  reducing  or
increasing production as needed.

Interruptions in the Company's  ability to purchase raw materials and components
may adversely affect profitability.

     The Company  purchases  certain raw  materials  and  components  from third
parties  pursuant  to  purchase  orders  placed  from time to time.  Because the
Company  does  not  have  guaranteed  long-term  supply  arrangements  with  the
Company's  suppliers,  any material  interruption  in the  Company's  ability to
purchase  necessary raw materials or  components  could have a material  adverse
effect on business, financial condition and results of operations.

The  Company's  WATER$AVR(R)  product  has not proven to be a revenue  producing
product and we may never recoup the cost associated with its development.

     The marketing efforts of the Company's  WATER$AVR(R)  product may result in
continued losses. The Company introduced WATER$AVR(R) in June 2002 and, to date,
the Company has delivered  quantities  for testing by potential  customers,  but
only a few customers have ordered the product for  commercial  use. This product
can  achieve  success  only  if it  is  ordered  in  substantial  quantities  by
commercial  customers who have  determined that the water saving benefits of the
product exceed the costs of purchase and deployment of the product.  The Company
can offer no assurance that it will receive sufficient orders of this product to
achieve  profits or cover the additional  expenses  incurred to manufacture  and
market this product.  The Company expects to spend $200,000 on the marketing and
production of WATER$AVR(R) in fiscal 2011.

If the Company does not introduce new products in a timely manner, the Company's
products could become obsolete and operating results would suffer.

     Without the timely  introduction  of new  products  and  enhancements,  the
Company's  products  could become  obsolete over time, in which case revenue and
operating results would suffer. The success of new product offerings will depend
upon several factors, including the Company's ability to:

     o    accurately anticipate customer needs;

                                       3
<PAGE>
     o    innovate and develop new products and applications;
     o    successfully commercialize new products in a timely manner;
     o    price products  competitively  and manufacture and deliver products in
          sufficient volumes and on time; and
     o    differentiate products from the Company's competitors' products.

     In  developing  any new  product,  the  Company  may be  required to make a
substantial  investment before it can determine the commercial  viability of the
new product.  If the Company fails to accurately  foresee  customers'  needs and
future activities, the Company may invest heavily in research and development of
products that do not lead to significant revenues.

The Company is dependent upon certain customers.

     Among the Company's current customers,  the Company has identified six that
are sizable  enough that the loss of any one would be  significant.  Any loss of
one or more of these  customers  could  result  in a  substantial  reduction  in
revenues.

Economic,  political and other risks  associated  with  international  sales and
operations could adversely affect the Company's sales.

     Revenues from  shipments  made outside of the United  States  accounted for
approximately  79% of revenues in the year ended  December 31, 2010,  83% in the
year ended December 31, 2009 and 79% in the year ended December 31, 2008.  Since
the  Company  sells  its  products  worldwide,  business  is  subject  to  risks
associated with doing business  internationally.  The Company  anticipates  that
revenues  from  international  operations  will  continue to represent a sizable
portion  of total  revenue.  Accordingly,  future  results  could be harmed by a
variety of factors, including:

     o    changes in foreign currency exchange rates;
     o    changes in a country or region's  political  or  economic  conditions,
          particularly in developing or emerging markets;
     o    longer  payment   cycles  of  foreign   customers  and  difficulty  of
          collecting receivables in foreign jurisdictions;
     o    trade protection measures and import or export licensing requirements;
     o    differing tax laws and changes in those laws;
     o    difficulty in staffing and managing widespread operations;
     o    differing  protection  of  intellectual  property  and changes in that
          protection; and
     o    differing regulatory requirements and changes in those requirements.

                                       4
<PAGE>

The  Company  is  subject  to  credit  risk and may be  subject  to  substantial
write-offs  if one or  more  significant  customers  default  on  their  payment
obligations to the Company.

     The Company  currently allows its principal  customers to pay for each sale
within 45 days. This practice, while customary,  presents an accounts receivable
write-off  risk in that if one or more of the  Company's  significant  customers
defaulted on their  payment  obligations  to the  Company,  such  write-off,  if
substantial,  would have a material  adverse  effect on business  and results of
operations.

The  Company's  products  can be  hazardous  if not  handled,  stored  and  used
properly;  litigation  related  to  the  handling,  storage  and  safety  of the
Company's  products would have a material adverse effect on business and results
of operations.

     Some of the Company's products are flammable and must be stored properly to
avoid  fire  risk.  Additionally,  some  of the  Company's  products  may  cause
irritation to a person's eyes if they are exposed to the  concentrated  product.
Although the Company  labels its products to warn of such risks,  sales could be
reduced if the Company's  products were  considered  dangerous to use or if they
are implicated in causing personal injury or property damage. The Company is not
currently aware of any  circumstances  in which its products have caused harm or
property damage to consumers.  Nevertheless,  litigation regarding the handling,
storage  and safety of the  Company's  products  would  have a material  adverse
effect on business and results of operations.

The  Company's  failure  to comply  with  environmental  regulations  may create
significant   environmental   liabilities   and  force  the  Company  to  modify
manufacturing processes.

     The Company is subject to various  federal,  state and local  environmental
laws,  ordinances and  regulations  relating to the use,  storage,  handling and
disposal of  chemicals.  Under such laws,  the Company may become liable for the
costs of removal or remediation of these  substances  that have been used by the
Company's  consumers  or in the  Company's  operations.  Such  laws  may  impose
liability without regard to whether the Company knew of, or caused,  the release
of such substances.  Any failure by the Company to comply with present or future
regulations  could  subject  the Company to  substantial  fines,  suspension  of
production,  alteration of  manufacturing  processes or cessation of operations,
any of which  could  have a  material  adverse  effect  on  business,  financial
condition and results of operations.

The failure to protect the  Company's  intellectual  property  could  impair the
Company's competitive position.

     While the Company owns certain patents and trademarks,  some aspects of the
Company's business cannot be protected by patents or trademarks. Accordingly, in
these areas there are few legal barriers that prevent potential competitors from
copying certain products,  processes and technologies or from otherwise entering
into  operations in direct  competition  with the Company.  In  particular,  the
Company has been  informed that its former  exclusive  agent for the sale of the
Company's  products in North  America is now  competing  with the Company in the
swimming pool and personal spa markets.  As a former  distributor,  it was given
access to many of the Company's sales, marketing and manufacturing techniques.

                                       5
<PAGE>

The  Company's  products may  infringe on the  intellectual  property  rights of
others, and resulting claims against the Company could be costly and prevent the
Company from making or selling certain products.

     Third parties may seek to claim that the Company's  products and operations
infringe their patent or other  intellectual  property  rights.  The Company may
incur significant expense in any legal proceedings to protect proprietary rights
or to defend infringement claims by third parties. In addition,  claims of third
parties  against the Company  could result in awards of  substantial  damages or
court orders that could  effectively  prevent the Company from making,  using or
selling the Company's products in the United States or abroad.

A claim for  damages  could  materially  and  adversely  affect  the  Company'sr
financial condition and results of operations.

     The Company's  business exposes the Company to potential  product liability
risks,  particularly  with  respect to consumer  swimming  pool and consumer TPA
products. There are many factors beyond the Company's control that could lead to
liability  claims,  including  the  failure of the  Company's  products  to work
properly  and  the  chance  that  consumers  will  use  the  Company's  products
incorrectly  or for purposes for which they were not  intended.  There can be no
assurance  that the  amount of  product  liability  insurance  that the  Company
carries  will be  sufficient  to protect it from  product  liability  claims.  A
product liability claim in excess of the amount of insurance the Company carries
could  have a material  adverse  effect on  business,  financial  condition  and
results of operations.

The Company's  ongoing  success is dependent upon the continued  availability of
certain key employees.

     The  Company's  business  would be  adversely  affected if the  services of
Daniel B. O'Brien ceased to be available  because the Company currently does not
have any other  employee  with an  equivalent  level of relevant  expertise  and
knowledge of the  Company's  industry.  If Mr.  O'Brien no longer  served as the
Company's  President  and Chief  Executive  Officer,  the Company  would have to
recruit  one or more new  executives,  with no real  assurance  of being able to
engage a replacement  executive with the required skills on satisfactory  terms.
The market for skilled employees is highly competitive, especially for employees
in the fields in which the Company  operates.  While the Company's  compensation
programs are intended to attract and retain qualified employees, there can be no
assurance  that the  Company  will be able to  retain  the  services  of all the
Company's key employees or a sufficient  number to execute the Company's  plans,
nor can there be any  assurances  that the  Company  will be able to continue to
attract new employees as required.

                                       6
<PAGE>


                              SELLING SHAREHOLDERS

     The  Company's  Stock  Option  Plans  provide  for the grant of  options to
purchase  shares of the  Company's  common  stock.  Persons who received  shares
pursuant  to the Stock  Option  Plans and who are  offering  such  shares to the
public  by  means  of  this   Prospectus   are   referred  to  as  the  "Selling
Shareholders".

     Summary.  The following is a summary of shares,  which have been registered
by means of a  Registration  Statement of Form S-8, and which are issuable  upon
the exercise of options.  Each option represents the right to purchase one share
of the Company's common stock.

               Shares Issuable
                Upon Exercise      Exercise Price     Expiration
               Of Stock Options      of Options          Date
               ----------------    --------------     ----------

                 248,000              3.60          December 2012 - July 2013
                  10,000              3.25          June 2012
                 149,000              2.25          January 2014 - December 2014
                  68,000              2.00          January 2016
                 120,000              1.90          April 2015
                 350,000              1.50          December 2014 - January 2016
                 -------
                 945,000

     Shares  issuable  upon the  exercise  of options  granted to the  Company's
officers and  directors  pursuant to the Stock Option Plans are being offered by
means of this  Prospectus.  The following table lists the  shareholdings  of the
Company's officers and directors as of August 11, 2011 and the shares offered by
means of this Prospectus.

                                                           Number of
                                                         Shares to be
  Name of                                                  Owned on     Percent
  Selling           Number of        Number of Shares    Completion of    of
Shareholder       Shares Owned       Being Offered (1)     Offering      Class
-----------       ------------       -----------------   -----------------------

Daniel O'Brien      4,521,900              150,000        4,521,900     34.3%
Dr. Robert O'Brien  1,775,000               30,000        1,775,000     13.5%
John H. Bientjes       10,000               25,000           10,000       Nil
Dale Friend                --               25,000               --        --

     (1)  Represents  shares issuable upon the exercise of stock options.  As of
          August 11, 2011 options which allow for the purchase of 195,000 shares
          of the common stock,  exercisable at a price of $1.50 per share,  have
          not  been  approved  by  the  Company's  shareholders.  The  Company's
          shareholders  will  consider  and act on a  resolution  to approve the
          grant of these  options at the Company's  annual  meeting that will be
          held on August 25, 2011.

                                       7
<PAGE>

    The Company has filed with the Commission under the Securities Act of 1933 a
Form S-8 registration statement, of which this Prospectus forms a part, with
respect to the resale of the shares owned by the Selling Shareholders from time
to time in the public market or in privately negotiated transactions.

                              PLAN OF DISTRIBUTION

     The Selling  Shareholders  may sell the shares  offered by this  Prospectus
from  time to time in  negotiated  transactions  in the  public  market at fixed
prices which may be changed from time to time,  at market  prices  prevailing at
the time of sale,  at prices  related  to such  prevailing  market  prices or at
negotiated  prices.  The Selling  Shareholders  may effect such  transactions by
selling the shares to or through  broker/dealers,  and such  broker/dealers  may
receive compensation in the form of discounts,  concessions, or commissions from
the  Selling  Shareholders  and/or the  purchasers  of the shares for which such
broker/dealers may act as agent or to whom they may sell, as principal,  or both
(which  compensation  as to a  particular  broker/dealer  may  be in  excess  of
customary compensation).

     The Selling  Shareholders and any broker/dealers who act in connection with
the sale of the shares hereunder may be deemed to be  "underwriters"  within the
meaning of ss.2(11) of the Securities Acts of 1933, and any commissions received
by them and profit on any resale of the shares as  principal  might be deemed to
be underwriting  discounts and commissions under the Securities Act. The Company
has not  agreed  to  indemnify  the  Selling  Shareholders  and  any  securities
broker/dealers who may be deemed to be underwriters against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.

     The  Company  has  advised  the  Selling  Shareholders  that  they  and any
securities   broker/dealers  or  others  who  may  be  deemed  to  be  statutory
underwriters will be subject to the Prospectus  delivery  requirements under the
Securities  Act of 1933.  The Company has also advised each Selling  Shareholder
that in the  event  of a  "distribution"  of the  shares  owned  by the  Selling
Shareholder,  such Selling  Shareholder,  any "affiliated  purchasers",  and any
broker/  dealer or other person who  participates  in such  distribution  may be
subject to Rule 102 under the Securities Exchange Act of 1934 ("1934 Act") until
their  participation  in that  distribution is completed.  A  "distribution"  is
defined in Rule 102 as an offering of  securities  "that is  distinguished  from
ordinary trading  transactions by the magnitude of the offering and the presence
of special  selling efforts and selling  methods".  The Company has also advised
the  Selling  Shareholders  that  Rule 101  under  the 1934  Act  prohibits  any
"stabilizing bid" or "stabilizing  purchase" for the purpose of pegging,  fixing
or stabilizing the price of the Common Stock in connection with this offering.

                                       8
<PAGE>

                            DESCRIPTION OF SECURITIES

Common Stock

     The Company is authorized to issue 50,000,000 shares of common stock. As of
August 1, 2011 the Company had  13,169,991  outstanding  shares of common stock.
Holders of common  stock are each  entitled to cast one vote for each share held
of record on all matters  presented to  shareholders.  Cumulative  voting is not
allowed;  hence,  the holders of a majority of the outstanding  common stock can
elect all directors.

     Holders of common stock are  entitled to receive  such  dividends as may be
declared by the Board of Directors out of funds legally  available for dividends
and, in the event of liquidation,  to share pro rata in any  distribution of the
Company's  assets after  payment of  liabilities.  The Board of Directors is not
obligated to declare a dividend and it is not  anticipated  that  dividends will
ever be paid.

     Holders  of common  stock do not have  preemptive  rights to  subscribe  to
additional shares if issued by the Company. There are no conversion, redemption,
sinking  fund or  similar  provisions  regarding  the common  stock.  All of the
outstanding  shares of common stock are fully paid and non-assessable and all of
the shares of common stock offered by this  prospectus  will be, upon  issuance,
fully paid and non-assessable.

Preferred Stock

     The Company is authorized  to issue  1,000,000  shares of preferred  stock.
Shares of preferred  stock may be issued from time to time in one or more series
as may be determined by the Company's Board of Directors.  The voting powers and
preferences,  the  relative  rights of each such series and the  qualifications,
limitations and  restrictions of each series will be established by the Board of
Directors. The Company's directors may issue preferred stock with multiple votes
per share and dividend  rights which would have priority over any dividends paid
with  respect to the holders of the  Company's  common  stock.  The  issuance of
preferred  stock with these rights may make the removal of management  difficult
even if the removal would be considered  beneficial to  shareholders  generally,
and will have the effect of limiting  shareholder  participation in transactions
such as mergers or tender  offers if these  transactions  are not favored by the
Company's  management.  As of the date of this  prospectus  the  Company had not
issued any shares of preferred stock.

Transfer Agent

      Computershare Trust Company, Inc.
      350 Indiana St., Suite 800
      Golden, CO  80401-5099
      Phone: (303) 262-0600

                                       9
<PAGE>

                                     GENERAL

     The Company's  Bylaws provide that the Company will indemnify its directors
and officers  against  expense and liabilities  they incur to defend,  settle or
satisfy any civil or criminal  action brought  against them as a result of their
being or having  been the Company  directors  or  officers  unless,  in any such
action,  they have acted with gross negligence or willful  misconduct.  Officers
and Directors are not entitled to be indemnified for claims or losses  resulting
from a breach of their duty of loyalty to the Company, for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law or a  transaction  from  which the  director  derived an  improper  personal
benefit. Insofar as indemnification for liabilities arising under the Securities
Act of l933 may be  permitted  to the  Company's  directors  and  officers,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of l933, and is, therefore, unenforceable.

     No dealer,  salesman,  or any other person has been  authorized to give any
information or to make any  representations  other than those  contained in this
prospectus  in  connection  with  this  offering  and,  if given  or made,  such
information or representations must not be relied upon as having been authorized
by the Company or the selling shareholders.  This prospectus does not constitute
an offer to sell, or a solicitation of any offer to buy, the securities  offered
in any  jurisdiction  to any person to whom it is  unlawful  to make an offer or
solicitation.  Neither  the  delivery  of  this  prospectus  nor any  sale  made
hereunder shall, under any  circumstances,  create an implication that there has
not been any change in the affairs of the Company  since the date hereof or that
any  information  contained  herein is correct as to any time  subsequent to its
date.

     All dealers effecting transactions in the registered securities, whether or
not participating in this distribution, may be required to deliver a prospectus.
This is an addition to the  obligation  of dealers to deliver a prospectus  when
acting  as  underwriters  and  with  respect  to  their  unsold   allotments  or
subscriptions.

                                       10
<PAGE>


                                 PLAN PROSPECTUS

                     Flexible Solutions International, Inc.
                              615 Discovery Street
                           Victoria, British Columbia
                                 CANADA V8T 5G4
                                 (250) 477-9969
                               (250) 477-9912 FAX


                                  COMMON STOCK

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     This Prospectus relates to shares of the Common Stock of Flexible Solutions
International,  Inc. ("the Company") issuable upon the exercise of options.  The
options  were  granted by means of Stock  Option  Plans.  The Stock Option Plans
benefit the Company by giving  selected  employees  and other  persons  having a
business  relationship  with the  Company a  greater  personal  interest  in the
success of the Company.

                             ----------------------

     This document  constitutes  part of a Prospectus  covering  securities that
have been registered under the Securities Act of 1933.



                 The date of this Prospectus is August __, 2011.

                                       1
<PAGE>

     The Company's Stock Option Plans are sometimes  collectively referred to in
this Prospectus as "the Plans".  The terms and conditions of any stock grant and
the terms and  conditions  of any options,  including the price of the shares of
Common Stock issuable on the exercise of options, are governed by the provisions
of the respective Plans.

     Offers or  resales  of shares of Common  Stock  acquired  under the Plan by
"affiliates"  of the  Company  are  subject  to certain  restrictions  under the
Securities Act of l933. See "RESALE OF SHARES BY AFFILIATES".

     No  person  has been  authorized  to give any  information,  or to make any
representations,  other than those contained in this  Prospectus,  in connection
with  the  shares  offered  by this  Prospectus,  and if  given  or  made,  such
information or representations must not be relied upon. This Prospectus does not
constitute an offering in any state or  jurisdiction to any person to whom it is
unlawful to make such offer in such state or jurisdiction.

     The  Company's  Common  Stock is traded on the NYSE Amex  under the  symbol
"FSI".

     The shares to which this prospectus  relates will be sold from time to time
by the Company when and if options granted pursuant to the Plans are exercised.

                                       2
<PAGE>

                             TABLE OF CONTENTS

                                                                        Page
                                                                        ----
AVAILABLE INFORMATION................................................     4

DOCUMENTS INCORPORATED BY REFERENCE..................................     4

GENERAL INFORMATION..................................................     5

STOCK OPTION PLANS ..................................................     6

OTHER INFORMATION REGARDING THE PLANS................................    10

ADMINISTRATION OF THE PLANS..........................................    11

RESALE OF SHARES BY AFFILIATES.......................................    11

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLANS....................    12

DESCRIPTION OF COMMON STOCK..........................................    12

                                       3
<PAGE>

                              AVAILABLE INFORMATION
                              ---------------------

     The Company is subject to the informational  requirements of the Securities
Exchange  Act  of  l934  and  in  accordance  therewith  files  reports,   proxy
statements,  and other information with the Securities and Exchange  Commission.
Such reports, proxy statements, and other information concerning the Company can
be inspected at the Commission's  office at 100 F Street, NE,  Washington,  D.C.
20549. Copies of such material can be obtained from the Public Reference Section
of  the  Commission,   Washington,  D.C.  20549  at  prescribed  rates.  Certain
information  concerning  the Company is also  available at the Internet Web Site
maintained by the Securities and Exchange Commission at www.sec.gov.

     All  documents  incorporated  by  reference,  as well as a copy of the Plan
relating to the particular  option  holder,  other than exhibits to such reports
and  documents,  are  available,  free of charge to holders of shares or options
granted  pursuant to the Plans,  upon written or oral  request  directed to: the
(Attention:  Employee  Plan  Administrator),  615  Discovery  Street,  Victoria,
British Columbia, CANADA V8T 5G4, (250) 477-9969

     This  Prospectus  does  not  contain  all  information  set  forth  in  the
Registration  Statement,  of which this Prospectus is a part,  which the Company
has filed  with the  Commission  under the  Securities  Act of l933 and to which
reference  is hereby  made.  Each  statement  contained  in this  Prospectus  is
qualified in its entirety by such reference.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

     1.   Prospectus filed pursuant to Rule 424(b) on February 26, 2010.
     2.   Annual report on Form 10-K the year ended December 31, 2010.
     3.   Report on Form 8-K filed on April 6, 2011.
     4.   Report on Form 8-K/A filed on April 8, 2011.
     5.   Report on Form 8-K filed on April 11, 2011.
     6.   Amended  Annual Report on form 10-K/A for the year ended  December 31,
          2011 filed on April 20, 2011.
     7.   Quarterly report on Form 10-Q for the quarter ended March 31, 2011.
     8.   Report on Form 8-K filed on May 19, 2011.
     9.   Definitive Proxy Statement on Schedule 14A filed on July 11, 2011.
     10.  Amended  Definitive Proxy Statement on Schedule 14/A filed on July 12,
          2011.

     All reports and  documents  subsequently  filed by the Company  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment to this  Registration  Statement of
which this  Prospectus is a part which  indicates  that all  securities  offered
hereby  have been  sold or which  de-registers  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated by reference in this Prospectus and
to be a part thereof from the date of filing of such reports or documents.

                                       4
<PAGE>


                               GENERAL INFORMATION
                               -------------------

     The  Company has  approved a number of Stock  Option  Plans.  In some cases
these  plans  are  collectively  referred  to as  the  "Plans".  The  terms  and
conditions  of any  options,  including  the price of the shares of Common Stock
issuable on the  exercise of options,  are  governed by the  provisions  of each
Plan.

     Summary.  The following is a summary of the options granted pursuant to the
Plans as of August 11, 2011.  Each option  represents  the right to purchase one
share of the Company's Common Stock.

               Shares Issuable
               Upon Exercise       Exercise Price     Expiration
               Of Stock Options      of Options          Date
               ----------------    --------------     ----------

                 248,000              3.60          December 2012 - July 2013
                  10,000              3.25          June 2012
                 149,000              2.25          January 2014 - December 2014
                  68,000              2.00          January 2016
                 120,000              1.90          April 2015
                 350,000              1.50          December 2014 - January 2016
                 -------
                 945,000

Securities to be Offered and Persons Who May Receive Options
------------------------------------------------------------

     The  Company's  employees,  directors  and  officers,  and  consultants  or
advisors to the Company are eligible to be granted  options as may be determined
by the  Company's  Board of  Directors  which  administers  the Plans,  provided
however that bona fide services must be rendered by such consultants or advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction.

     Options  granted  pursuant  to the Plan  terminate  at such  time as may be
specified when the option is granted.

     In the discretion of the Board of Directors options granted pursuant to the
Plans may include installment exercise terms for any option such that the option
becomes  fully  exercisable  in a series of  cumulating  portions.  The Board of
Directors may also accelerate the date upon which any option (or any part of any
option) is first exercisable.

Purchase of Securities Pursuant to the Plan
-------------------------------------------

     The purchase price per share of common stock purchasable under an option is
determined by the Board of Directors. An option may be exercised, in whole or in
part, at any time, or in part, from time to time,  during the option period,  by
giving  written  notice of exercise to the Board of Directors  at the  Company's
offices  specifying  the  number of shares to be  purchased,  such  notice to be
accompanied  by payment  in full of the  purchase  price  either by a payment of
cash, bank draft or money order payable to the Company. At the discretion of the

                                       5
<PAGE>

Board of  Directors  payment of the  purchase  price for shares of Common  Stock
underlying  options may be paid through the delivery of shares of the  Company's
Common Stock having an  aggregate  fair market value equal to the option  price,
provided  such shares have been owned by the option holder for at least one year
prior to such  exercise.  A  combination  of cash and shares of Common Stock may
also be used at the  discretion  of the Board of  Directors.  No shares shall be
issued until full payment has been made. An optionee  shall have the rights of a
stockholder  only with  respect to shares of stock for which  certificates  have
been  issued.  Under no  circumstances  may an  option  be  exercised  after the
expiration of the option.

     Following the option  holder's death,  the person  designated in writing by
the option  holder  or, if no such  person  has been  designated,  by the option
holder's executor or administrator, may exercise the option at any time prior to
the expiration of the option.

Tax Aspects of Options Granted Under the Plans
----------------------------------------------

U.S. Shareholders.  The difference between the option price and the market value
of the shares on the date the option is exercised is taxable as ordinary  income
to an Optionee at the time of exercise  and to the extent such  difference  does
not constitute  unreasonable  compensation  is deductible by the Company at that
time.  Gain or loss  on any  subsequent  sale of  shares  received  through  the
exercise of an option will be treated as capital gain or loss.

Canadian  Shareholders.  Half of the difference between the option price and the
market  value of the  shares on the date the option is  exercised  is taxable as
ordinary  income to an Optionee  at the time of exercise  and to the extent such
difference  does not constitute  unreasonable  compensation is deductible by the
Company at that time.  Gain or loss on any  subsequent  sale of shares  received
through the exercise of an option will be treated as capital gain or loss.

     Since the amount of income  realized by an  Optionee on the  exercise of an
option  under the Plan  represents  compensation  for  services  provided to the
Company,  the  Company  may be  required  to  withhold  income  taxes  from  the
Optionee's  income even though the compensation is not paid in cash. To withhold
the  appropriate  tax on the transfer of the shares,  the Company may (i) reduce
the number of shares issued or distributed to reflect the necessary withholding,
(ii) withhold the appropriate tax from other  compensation  due to the Optionee,
or (iii)  condition the transfer of any shares to the Optionee on the payment to
the Company of an amount equal to the taxes required to be withheld.

                      OTHER INFORMATION REGARDING THE PLANS
                      -------------------------------------

     All shares to be issued  pursuant to the Plans  will,  prior to the time of
issuance, constitute authorized but unissued shares or treasury shares.

     The option  holders  rights are not  transferable  except by will or by the
laws of descent and  distribution.  The option  holders  rights may not be sold,
assigned, pledged, or hypothecated,  and are not subject to levy, attachment, or
other process of law.

                                       6
<PAGE>

     Any options granted pursuant to the Stock Option Plans will be forfeited if
the "vesting" schedule established by the Company's directors at the time of the
grant is not met. In general, vesting means the period during which the employee
must remain an employee of the Company or the period of time a non-employee must
provide services to the Company.  At the time an employee ceases working for the
Company  (or at the time a  non-employee  ceases  to  perform  services  for the
Company),  any  shares  or  options  not  fully  vested  will be  forfeited  and
cancelled.  If specified in the  applicable  Stock Option Plan,  the options may
also be terminated for cause.

     If during the period the option is exercisable the Company declares a stock
dividend then the option holder,  upon the exercise of the option,  will receive
the shares of the  Company's  common  stock which he would have  entitled had he
exercised the option  immediately  prior to the record date  established for the
stock dividend.

     Employment  by the  Company  does not include a right to receive or options
pursuant  to the  Plans.  Only  the  Board of  Directors  has the  authority  to
determine which persons shall be granted options and, subject to the limitations
described elsewhere in this Prospectus and in the Plans, the number of shares of
Common Stock issuable upon the exercise of any options.

     The Plans are not qualified  under Section  401(a) of the Internal  Revenue
Code, nor are they subject to any provisions of the Employee  Retirement  Income
Security Act of 1974.

     The description of the tax  consequences as set forth in this Prospectus is
intended merely as an aid for such persons eligible to participate in the Plans,
and the Company  assumes no  responsibility  in  connection  with the income tax
liability  of any  person  receiving  shares or options  pursuant  to the Plans.
Persons  receiving  shares or options  pursuant to the Plans are urged to obtain
competent  professional advice regarding the applicability of federal, state and
local tax laws.

     As of the date of this Prospectus, and except with respect to options which
have not yet  vested,  no  terms of any  Plans  or any  contract  in  connection
therewith creates in any person a lien on any of the securities  issuable by the
Company pursuant to the Plans.

                           ADMINISTRATION OF THE PLANS
                           ---------------------------

     The  Plans  are  administered  by the  Company's  Board of  Directors.  All
directors serve for a one-year term or until their  successors are elected.  Any
director  may be  removed  at any  time  by a  majority  vote  of the  Company's
shareholders  present  at any  meeting  called  for the  purpose  of  removing a
director. Any vacancies which may occur on the Board of Directors will be filled
by the remaining Directors.  The Board of Directors is vested with the authority
to interpret the provisions of the Plans and supervise the administration of the
Plans.  In addition,  the Board of  Directors  is  empowered to select  eligible
employees  of the Company to whom options are to be granted,  to  determine  the
number of shares  subject to each grant of an option and to determine  when, and
upon what  conditions,  options  granted  will vest or  otherwise  be subject to
forfeiture and cancellation.

     The Company's  directors are elected each year at the annual  shareholder's
meeting.

                                       7
<PAGE>

                         RESALE OF SHARES BY AFFILIATES
                         ------------------------------

     Shares of Common Stock acquired pursuant to the Plans may be resold freely,
except  as may be  limited  by  agreement  between  the  Company  and the  Plans
participant  and  except  that any  person  deemed to be an  "affiliate"  of the
Company,  within the meaning of the  Securities  Act of l933 (the "Act") and the
rules and regulations  promulgated  thereunder,  may not sell shares acquired by
virtue  of the  Plans  unless  such  shares  are  sold  by  means  of a  special
Prospectus, are otherwise registered by the Company under the Securities Act for
resale  by such  person  or an  exemption  from  registration  under  the Act is
available.  In any event,  the sale of shares by  affiliates  will be limited in
amount to the number of shares which can be sold by Rule 144(e). An employee who
is not an officer or director of the  Company  generally  would not be deemed an
"affiliate" of the Company.

     In  addition,  the of shares or  options by  officers  and  directors  will
generally be considered a "sale" for purposes of Section l6(b) of the Securities
Exchange Act of l934.

                  AMENDMENT, SUSPENSION OR TERMINATION OF PLANS
                  ---------------------------------------------

     The Board of Directors of the Company may not amend,  terminate, or suspend
any Stock Option Plan in any manner without the consent of the option holder.

                           DESCRIPTION OF COMMON STOCK
                           ---------------------------

     The Common Stock issuable upon the exercise of any options granted pursuant
to the Plans entitles holders to receive such dividends, if any, as the Board of
Directors  declares from time to time; to cast one vote per share on all matters
to be voted upon by  stockholders;  and to share ratably in all assets remaining
after the payment of  liabilities  in the event of  liquidation,  dissolution or
winding up of the Company.  The shares carry no  preemptive  rights.  All shares
offered under the Plans will, upon issuance by the Company,  and against receipt
of the exercise price, be fully paid and non-assessable.

                                       8
<PAGE>
</TEXT>
</DOCUMENT>
