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<SEC-DOCUMENT>0001004878-11-000047.txt : 20110222
<SEC-HEADER>0001004878-11-000047.hdr.sgml : 20110221
<ACCEPTANCE-DATETIME>20110222161409
ACCESSION NUMBER:		0001004878-11-000047
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20110216
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20110222
DATE AS OF CHANGE:		20110222

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31540
		FILM NUMBER:		11628688

	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>8-K
<SEQUENCE>1
<FILENAME>form8kitem101feb-11.txt
<DESCRIPTION>8-K 2-16-2011
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): February 16, 2011

                      FLEXIBLE SOLUTIONS INTERNATIONAL INC.
                      -------------------------------------
             (Exact name of Registrant as specified in its charter)


     Nevada                           000-29649               91-1922863
- --------------------          --------------------------    ------------------
(State or other jurisdiction     (Commission File No.)       (IRS Employer
of incorporation)                                            Identification No.)

                              615 Discovery Street
                       Victoria, British Columbia V8T 5G4
             -------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:    (250) 477-9969
                                                      ---------------

                                       N/A
                   ------------------------------------------
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01   Entry into a Material Definitive Agreement.

     On February  16, 2011 the Company  purchased  792,576  shares of its common
stock from clients of Pictet Asset Management S.A. The shares were acquired at a
price of $1.30 per share for a total purchase price of $1,030,349.

     The shares  acquired in the  transaction  were  returned  to  treasury  and
cancelled.


Item 9.01   Financial Statements and Exhibits.

     Exhibit 10.1    Stock Purchase Agreement

                                       2
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  February 16, 2011.

                                 FLEXIBLE SOLUTIONS INTERNATIONAL INC.



                                 By:
                                     ------------------------------
                                     Daniel B. O'Brien, President
                                     and Chief Executive Officer

                                       3
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>from8kexh101feb-11.txt
<DESCRIPTION>EXH. 10.1 STK PURCH AGREEMENT
<TEXT>

                                  EXHIBIT 10.1


<PAGE>


                            STOCK PURCHASE AGREEMENT


     THIS AGREEMENT, made this 10th day of February, 2011, by and between Pictet
Asset  Management  Limited,  acting as agent  for its  clients,  ("Pictet")  and
Flexible  Solutions  International  Inc.  ("FSI"),  is made for the  purpose  of
setting  forth the terms and  conditions  upon which  Pictet will sell shares of
FSI's common stock to FSI.

     In  consideration of the mutual promises,  covenants,  and  representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:

     1. Subject to the terms and conditions of this Agreement,  Pictet agrees to
sell, and the FSI agrees to purchase,  792,576 shares of FSI's common stock (the
"Stock")  at a  price  of  $1.30  per  share  for  a  total  purchase  price  of
$1,030,348.80.

     2. Pictet  represents and warrants to FSI that Pictet is the valid and true
owner of the Stock and that the Stock will be free of any liens, encumbrances or
third party claims.  Pictet has the right,  power,  and authority to enter into,
and perform its obligations under, this Agreement. The execution and delivery of
this  Agreement  by Pictet  and the  performance  by  Pictet of its  obligations
hereunder will not cause,  constitute,  or conflict with or result in any breach
or  violation or any of the  provisions  of or  constitute  a default  under any
license, indenture,  mortgage, charter,  instrument,  articles of incorporation,
by-law, or other agreement or instrument to which Pictet is a party, or by which
it may be bound, nor will any consents or authorizations of any party other than
those hereto be required.

     3. FSI has the right,  power,  and authority to enter into, and perform its
obligations under, this Agreement.  The execution and delivery of this Agreement
by FSI and the performance by FSI of its  obligations  hereunder will not cause,
constitute,  or conflict with or result in any breach or violation or any of the
provisions of or constitute a default under any license,  mortgage,  articles of
incorporation  or other agreement to which FSI is a party, or by which it may be
bound,  nor will any  consents or  authorizations  of any party other than those
hereto be required.

     4. On or before February 16, 2011 FSI will wire transfer  $1,030,348.80  as
follows:

                    (insert wire transfer instructions here)

     5. After receipt of the wire  transfers,  Pictet will cause the Stock to be
transferred to FSI's transfer agent  Computershare  Trust Company,  via the DWAC
system.

     6. The  parties  hereto  shall  cooperate  with each other to  achieve  the
purpose of this  Agreement,  and shall execute such other and further  documents
and take such other and further  actions as may be  necessary or  convenient  to
effect the transaction  described herein.  Neither party will intentionally take
any  action,  or omit to take any  action,  which  will  cause a breach  of such
party's obligations pursuant to this Agreement.


<PAGE>

     7. This  Agreement and any  non-contractual  obligations  connected with it
shall be governed by and  construed in all respects by the laws of England.  The
parties  irrevocably agree that all disputes arising under or in connection with
this  Agreement,  or  in  connection  with  the  negotiation,  existence,  legal
validity, enforceability or termination of this Agreement, regardless of whether
the same shall be regarded as  contractual  claims or not,  shall be exclusively
governed by and  determined  only in  accordance  with  English law. The parties
irrevocably  agree that the courts of  England  and Wales are to have  exclusive
jurisdiction, and that no other court is to have jurisdiction to:

     (i)  determine  any  claim,  dispute  or  difference  arising  under  or in
          connection with this Agreement or in connection with the  negotiation,
          existence,  legal  validity,  enforceability  or  termination  of this
          Agreement,  whether the alleged liability shall arise under the law of
          England  and  Wales  or  under  the  law of  some  other  country  and
          regardless of whether a particular cause of action may successfully be
          brought in the English courts ("Proceedings"); and

     (ii) grant interim remedies, or other provisional or protective relief. The
          parties  submit  to the  exclusive  jurisdiction  of such  courts  and
          accordingly  any Proceedings may be brought against the parties or any
          of them or any of their respective assets in such courts.


     AGREED TO AND ACCEPTED as of the date first above written.

                                    PICTET ASSET MANAGEMENT LIMITED,
                                    ACTING AS AGENT FOR ITS CLIENTS

                                    By: /s/ Nigel Burnham    /s/ David Cawthrow
                                       ----------------------------------------
                                        Nigel Burnham        David Cawthrow
                                        Chief Financial      Head of Compliance
                                        Officer



                                    FLEXIBLE SOLUTIONS INTERNATIONAL INC.


                                    By: /s/ Dan O'Brien
                                       ----------------------------------------
                                       Dan O'Brien, President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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