<SEC-DOCUMENT>0001004878-13-000316.txt : 20131015
<SEC-HEADER>0001004878-13-000316.hdr.sgml : 20131014
<ACCEPTANCE-DATETIME>20131015151720
ACCESSION NUMBER:		0001004878-13-000316
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20131015
DATE AS OF CHANGE:		20131015
EFFECTIVENESS DATE:		20131015

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:	333-191726
		FILM NUMBER:		131151767

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

	MAIL ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA BC CANADA
		STATE:			A1
		ZIP:			V8N 1X5
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8oct-13.txt
<DESCRIPTION>FORM S-8
<TEXT>
As filed with the Securities and Exchange Commission on _______, __, 2013

                                                     Registration No. 001-31540

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ____________

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UnderThe Securities Act of l933

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

                Nevada                                 91-1922863
     ----------------------------              ---------------------------
      (State of Incorporation)               (IRS Employer Identification No.)

                              615 Discovery Street
                           Victoria, British Columbia
                                 CANADA V8T 5G4
                     --------------------------------------
                    (Address of Principal Executive Offices)

                               Stock Option Plans
                              --------------------
                              (Full Title of Plan)

                     Flexible Solutions International, Inc.
                              615 Discovery Street
                           Victoria, British Columbia
                                 CANADA V8T 5G4
                         -----------------------------
                     (Name and address of agent for service)

                                 (250)477-9969
                      ------------------------------------
          (Telephone number, including area code, of agent for service)


     Copies of all  communications,  including all communications  sent to agent
for service to:

                             William T. Hart, Esq.
                                 Hart & Trinen
                             l624 Washington Street
                             Denver, Colorado 80203
                                 (303) 839-0061


<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                         Proposed     Proposed
 Title of                                 Maximum      Maximum
Securities                               Offering     Aggregate       Amount of
  to be                 Amount to be     Price Per    Offering     Registration
Registered             Registered (1)    Share (2)      Price           Fee
----------             --------------     --------    ---------    ------------

Common Stock issuable
 upon exercise of stock
 options                   168,000          $2.25      $378,000        $ 52

Common Stock issuable
 upon exercise of stock
 options                   420,000          $1.50      $630,000        $ 86

Common Stock issuable
 upon exercise of stock
 options                    62,000          $2.00      $124,000        $ 17

Common Stock issuable
 upon exercise of stock
 options                    86,000          $2.22      $190,920        $ 26

Common Stock issuable
 upon exercise of stock
 options                   183,000          $1.21      $221,430        $ 30

Common Stock issuable
 upon exercise of stock
 options                   240,000          $1.90      $456,000        $ 62

Common Stock issuable
 upon exercise of stock
 options                     5,000          $2.45     $  12,250        $  2
                         ---------                    ---------        ----
                         1,164,000                   $2,012,600        $275
                         =========                   ==========        ====

(1)  This  Registration  Statement also covers such additional number of shares,
     presently undeterminable, as may become issuable upon the exercise of stock
     options in the event of dividends, stock splits, recapitalizations or other
     changes  in  the  Company's  common  stock.  The  shares  subject  to  this
     registration statement reflect shares issuable pursuant to the stock option
     plan,  all of which may be reoffered in accordance  with the  provisions of
     Form S-8.

(2)  Pursuant to Rule 457(g),  the proposed maximum offering price per share and
     proposed  maximum  aggregate  offering  price are based  upon the  exercise
     prices of the stock options.



                                       2
<PAGE>


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

              Cross Reference Sheet Required Pursuant to Rule 404

                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

(NOTE:   Pursuant to instructions to Form S-8, the Prospectus described below
         is not required to be filed with this Registration Statement.)

Item
 No.     Form S-8 Caption                                 Caption in Prospectus
         ----------------                                 ---------------------

  1.     Plan Information

         (a)  General Plan Information                    Stock Option Plans

         (b)  Securities to be Offered                    Stock Option Plans

         (c)  Employees who may Participate               Stock Option Plans
              in the Plan

         (d)  Purchase of Securities Pursuant             Stock Option Plans
              to the Plan and Payment for
              Securities Offered

         (e)  Resale Restrictions                         Resale of Shares by
                                                          Affiliates

         (f)  Tax Effects of Plan                         Stock Option Plans
              Participation

         (g)  Investment of Funds                         Not Applicable.

         (h)  Withdrawal from the Plan;                   Other Information
              Assignment of Interest                      Regarding the Plans

         (i)  Forfeitures and Penalties                   Other Information
                                                          Regarding the Plans

         (j)  Charges and Deductions and                  Other Information
              Liens Therefore                             Regarding the Plans

2.       Registrant Information and Employee              Available Information,
         Plan Annual Information                          Documents Incorporated
                                                          by Reference


                                       3
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 - Incorporation of Documents by Reference

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

(1) Annual report on Form 10-K for the year ended December 31, 2012.

(2) Report on Form 8-K filed on April 3, 2013.

(3) Quarterly report on Form 10-Q for the quarter ended March 31, 2013.

(4) Report on Form 8-K filed on May 17, 2013.

(5) Definitive Proxy Statement on Schedule 14A filed on July 10, 2013.

(6) Quarterly report on Form 10-Q for the quarter ended June 30, 2013.

(7) Report on Form 8-K filed August 16, 2013.

(8) Report on Form 8-K filed September 4, 2013.


      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.

Item 4 - Description of Securities

      Not required.

Item 5 - Interests of Named Experts and Counsel

      Not Applicable.

Item 6 - Indemnification of Directors and Officers

     The  Bylaws of the  Company  provide in  substance  that the  Company  will
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened  or completed  action,  suit or  proceeding,  whether  civil,
criminal,  administrative,  or  investigative  by  reason  of the fact that such
person  is or was a  director,  officer,  employee,  fiduciary  or  agent of the
Company,  or is or was  serving  at the  request of the  Company as a  director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably


                                       4
<PAGE>

incurred by such person to the full extent permitted by the laws of the state of
Nevada;  and that  expenses  incurred  in  defending  any such civil or criminal
action,  suit or  proceeding  may be paid by the Company in advance of the final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.

Item 7 - Exemption for Registration Claimed

      Not applicable.

Item  8  -   Exhibits

4 - Instruments Defining Rights of
    Security Holders

   (a) - Common Stock                       Incorporated   by   reference   to
                                            exhibit  3.1  filed as part of the
                                            Company's  Registration  Statement
                                            on Form 10-SB and to  exhibit  3.2
                                            filed  as  part  of the  Company's
                                            Registration   Statement  on  Form
                                            S-3/A (File No. 333-124751).

   (b) - Form of Stock Option Agreement     _________________________________

5 - Opinion Regarding Legality              _________________________________

l5 - Letter Regarding Unaudited Interim
     Financial Information                  None

 23 - Consent of Independent Public
        Accountants and Attorneys           _________________________________

 24 - Power of Attorney                     Included in the signature page of
                                            this Registration Statement

  99 - Additional Exhibits
    (Re-Offer Prospectus)                   _________________________________



                                       5
<PAGE>


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 l0(a)(3) of the
               Securities Act of l933;

         (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; and

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

               Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section l3
               or Section l5(d) of the Securities Act of l934

     (2) That, for the purpose of determining any liability under the Securities
Act of l933,  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 from 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 l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) that is incorporated by reference in the
registration statement 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   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


                                       6
<PAGE>

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 proceeding) 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.


                                       7
<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  constitutes
and appoints Daniel B. O'Brien, his true and lawful  attorney-in-fact and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same, with all exhibits thereto,  and all other documents in connection
therewith,  with the  Securities  and  Exchange  Commission  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact  and agent or his substitute or substitutes  may
lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of l933, the Registrant
certifies  that it 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Victoria, British Columbia, on October 11, 2013.

                              FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

                              By: /s/ Daniel B. O'Brien
                                  --------------------------------------
                                  Daniel B. O'Brien, President, Principal
                                    Accounting Officer and  Principal
                                    Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  l933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                               Title                   Date

/s/ Daniel B. O'Brien                  Director            October 3, 2013
-------------------------
Daniel B. O'Brien

/s/ John H. Bientjes                   Director            October 8, 2013
-------------------------
John H. Bientjes

/s/ Dr. Robert N. O'Brien              Director            October 5, 2013
-------------------------
Dr. Robert N. O'Brien

                                       Director
-------------------------
Dale Friend

/s/ Robert Helina                      Director            October 11, 2013
-------------------------
Robert Helina

/s/ Dr. Thomas Fyles                   Director            October 3, 2013
-------------------------
Dr. Thomas Fyles



                                       8
<PAGE>










                                    FORM S-8

                     Flexible Solutions International, Inc.
                              615 Discovery Street
                           Victoria, British Columbia
                                 Canada V8T 5G4


                                    EXHIBITS
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>s8exh4boct-13.txt
<DESCRIPTION>EXH 4(B) - STOCK OPTION AGREE
<TEXT>


                                  EXHIBIT 4(b)

<PAGE>

                             Stock Option Agreement

      Introduction. Agreement made _________, between Flexible Solutions
International Inc., with offices at 2614 Queenswood Drive, Victoria, British
Columbia V8N 1X5 (the "Company"), and _____________ ("Grantee").

1.   Grant of Option.  The Company  grants to Grantee  the Option of  purchasing
     shares of the Company's common stock (the "Shares") in the amounts,  at the
     price,  and  subject  to all  the  terms  and  conditions  set  out in this
     agreement.

2.   Grant Date of Option. The grant date of this option is _________.

3.   Total  Number of Shares  Available.  The total number of Shares that may be
     purchased by Grantee  pursuant to this  Agreement is  ____________,  as set
     forth in Paragraph 5.

4.   Options Price. The price at which Grantee may buy the Shares is ___________
     per Share.

5.   When Option Exercisable: Vesting. Grantee may exercise the option rights at
     any time  after the grant date but not later than five years from the grant
     date, subject to the following vesting  requirements:  _____ shares vest on
     the following date; _________.

6.   Option Not Exercisable if Grantee in Default.  The option rights granted by
     this  Agreement  may not be  exercised  if  Grantee  is in  default  of any
     obligations  owed the  Company,  whether by operation of law or pursuant to
     contract.

7.   Option Not  Transferable.  Grantee's option rights may be exercised only by
     the Grantee or Grantee's personal  representative during Grantee's lifetime
     and are not  transferable  except  by will or by the  laws of  descent  and
     distribution  should  Grantee die  intestate.  The option rights may not be
     sold, assigned, pledged, or hypothecated, and any attempt to do so shall be
     void.  The option  rights are not  subject  to levy,  attachment,  or other
     process of law, and any attempt to levy,  attach, or otherwise transfer the
     option rights or place liens upon them shall be void.

8.   Termination  of the  Option.  Except as  otherwise  provided  herein,  this
     Agreement  shall expire  ________ years from the date of grant (the "Option
     Period");  provided,  however,  that this agreement will terminate upon the
     earlier of: (i) ____ days after the date that the  Grantee  ceases to be an
     employee,  consultant,  officer,  or director of the  Company;  (ii) twelve
     months  after  the  date  that  the  Grantee  ceases  to  be  an  employee,
     consultant,  officer, or director of the Company by reason of the Grantee's
     death  or  (iii)  immediately  that  the  employee,  officer,  director  or
     consultant is terminated with cause .

9.   The Company's Merger, Reorganization, Etc. If, during the option period but
     before  Grantee has  exercised  all of the option rights with regard to the
     total number of Shares  available  for purchase by Grantee,  the Sharers of
     the  Company's  common stock are changed into or exchanged  for a different
     number  or  different  kind of  shares  or  other  securities,  either  the
     Company's  or those of another  company,  this  Agreement  shall  remain in


                                       9
<PAGE>

     force.  However,  there  shall be  substituted  for each of the  Shares the
     number and kind of shares or other  securities  for which each Share of the
     Company's  common stock was exchanged or into which each Share was changed.
     The shares or securities substituted for each Share of the Company's common
     stock  may be  purchased  by  Grantee  under  this  Agreement  for a  price
     appropriately adjusted for the substituted securities.

10.  Declaration  of Stock  Dividends.  If the  Company  issues  a common  stock
     dividend on the Company's  common  stock,  the number of Shares that may be
     purchased by Grantee  thereafter  shall be adjusted as follows:  To each of
     the unpurchased Shares, there shall be added the number of Shares issued as
     a dividend on each Share of  outstanding  common stock;  each of the Shares
     together  with the  additional  Shares  applicable  to that Share  shall be
     bought  as one  unit  for  the  price  set out for  each of the  Shares  in
     Paragraph 5.

11.  Other  Changes in the  Company's  Stock.  If there area any  changes in the
     number or kind of Shares outstanding that affect the Company's common stock
     or the stock or other  securities into which the Company's common stock has
     been  changed,  other  than  those  described  in  Paragraphs  10 and 11, a
     majority of the  Company's  Board of Directors may make such changes in the
     Shares  available  for  purchase  under  this  Agreement  as the  Board  of
     Directors  deems  appropriate.  Any adjustment in the Shares  available for
     purchase  made in  accordance  with this  Paragraph  shall be binding  upon
     Grantee.

12.  The Company's Liquidation,  Dissolution,  Etc. If the Company liquidates or
     dissolves or enters into a merger or  consolidation in which the Company is
     not the  surviving  company,  the Company  shall give  Grantee at least one
     month's  notice  prior  to  the  liquidation,   dissolution,   merger,   or
     consolidation.  Grantee  shall have the right to  exercise  this  Option in
     full, to the extent that is had not been previously  exercised,  within the
     one-month  period. To the extent that Grantee's option rights have not been
     exercised on the effective date of the liquidation, dissolution, merger, or
     consolidation, they shall terminate.

13.  Manner in Which  Option Is  Exercised  During  Grantee's  Lifetime.  Any of
     Grantee's  option rights may be exercised by Grantee or Grantee's  personal
     representative during Grantee's lifetime by written notice addressed to the
     Company's  corporate  Secretary,  signed by Grantee or  Grantee's  personal
     representative. The notice shall state the number of Shares to be purchased
     and shall be  accompanied  by a certified  check payable to the Company for
     the purchase price of Shares  purchased.  Immediately  following payment of
     the check,  the Company shall issue a certificate or  certificates  for the
     Shares purchased in Grantee's or Grantee's personal  representative's  name
     and deliver it or them to the person who signed the notice.

14.  Manner in Which Option Is Exercised After  Grantee's  Death. If Grantee has
     not fully  exercised  the option rights before  Grantee's  death,  then the
     persons designated by Grantee in writing on file with the Company or, if no
     such persons have been designated, Grantee's executor or administrator, may
     exercise any of  Grantee's  option  rights  during the option  period.  The
     rights  shall be  exercised  in the same manner as provided in Paragraph 14
     except that the person entitled to exercise the rights shall be substituted
     for Grantee or Grantee's personal representative.


                                       10
<PAGE>

15.  Violation of Law. The Option granted by this Agreement may not be exercised
     if its exercise  would violate any  applicable  state  securities  law, any
     registration  under or any  requirements  of the Securities Act of 1933, as
     amended,  the Securities Exchange Act of 1934, as amended,  the rules of an
     exchange on which the Shares are traded,  any other federal law, or any law
     of applicable state securities laws.

16.  Unregistered  Stock.  If a registration  statement for the Shares is not in
     effect or if  Grantee's  attorneys  require a writing from Grantee to avoid
     violation  of the  Securities  Act of 1933,  as  amended,  the  Company may
     require a written  commitment form the person  exercising the Option before
     delivery of the certificate or certificates for the Shares.  The Commitment
     shall be in a form prescribed by the Company.  It will state that it is the
     intent of the  person  exercising  the  Option to  acquire  the  Shares for
     investment  only and not the intent of transferring or reselling them; that
     the  person  exercising  the  Option  has been told that the  Shares may be
     "restricted  shares"  pursuant to Rule 144 of the  Securities  and Exchange
     Commission  and that any resale,  transfer,  or other  distribution  of the
     Shares may only be made on conformity  with Rule 144, the Securities Act of
     1933, as amended,  or any other federal  statute,  rule or regulation.  The
     Company may place a legend on the face of the  certificate or  certificates
     in accordance with this Commitment and may refuse to permit transfer of the
     Shares unless it receives  satisfactory evidence that the transfer will not
     violate  Rule 144, the  Securities  Act of 1933,  as amended,  or any other
     federal statute, rule, or regulation.

Grantee                                   Flexible Solutions International Inc.



----------------------                    --------------------------
                                          Dan O'Brien, CEO




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>s8exh5oct-13.txt
<DESCRIPTION>EXH 5 - LEGAL OPINION
<TEXT>

                                    EXHIBIT 5


<PAGE>


                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                  harttrinen@aol.com
Will Hart                       (303) 839-0061               Fax: (303) 839-5414


                                 October 2, 2013

Flexible Solutions International, Inc.
615 Discovery Street
Victoria, British Columbia
Canada V8T 5G4

      This letter will constitute an opinion upon the legality of the sale by
Flexible Solutions International Inc., a Nevada corporation, and by certain
shareholders of the Company, of up to 1,164,000 shares of Common Stock, all as
referred to in the Registration Statement on Form S-8 filed by the Company with
the Securities and Exchange Commission.

      We have examined the Articles of Incorporation, the Bylaws and the minutes
of the Board of Directors of the Company and the applicable laws of the State of
Nevada, and a copy of the Registration Statement. In our opinion, the Company
has duly authorized the issuance of the shares of stock mentioned above and such
shares when sold, will be legally issued, fully paid, and nonassessable.

                                          Very truly yours,

                                          HART & HART, LLC


                                          By: /s/ William T. Hart
                                              -----------------------
                                              William T. Hart



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>s8exh23oct-13.txt
<DESCRIPTION>EXH 23 - CONSENTS OF ATTORNEYS & ACCOUNTANTS
<TEXT>

                                   EXHIBIT 23

<PAGE>


           Consent of Independent Registered Public Accounting Firm


     We have issued our Auditors' report, dated April 1, 2013,  accompanying the
audited consolidated  financial statements for the years ended December 31, 2012
and 2011 of Flexible  Solutions  International Inc. We hereby consent to the use
of the aforementioned report in the Company's Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission.

                                          /s/ MNP, LLP

                                          Chartered Accountants

Meyers Norris Penny, LLP
Burnaby, BC, Canada
October 15, 2013


<PAGE>

                              CONSENT OF ATTORNEYS

     Reference  is made to the  Registration  Statement  of  Flexible  Solutions
International  Inc.  on Form  S-8  whereby  the  Company,  as  well  as  certain
shareholders  of the  Company,  propose  to sell up to  1,164,000  shares of the
Company's  Common  Stock.  Reference  is also made to Exhibit 5 included  in the
Registration Statement relating to the validity of the securities proposed to be
issued and sold.

     We hereby consent to the use of our opinion  concerning the validity of the
securities proposed to be issued and sold.


                                    Very Truly Yours,

                                    HART & HART, LLC

                                    By  /s/ William T. Hart

                                      William T. Hart


Denver, Colorado
October 2, 2013


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>s8exh99oct-13.txt
<DESCRIPTION>EXH 99 - PROSPECTUS
<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 October __, 2013.


<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) Annual report on Form 10-K for the year ended December 31, 2012.

(2) Report on Form 8-K filed on April 3, 2013.

(3) Quarterly report on Form 10-Q for the quarter ended March 31, 2013.

(4) Report on Form 8-K filed on May 17, 2013.

(5) Definitive Proxy Statement on Schedule 14A filed on July 10, 2013.

(6) Quarterly report on Form 10-Q for the quarter ended June 30, 2013.

(7) Report on Form 8-K filed August 16, 2013.

(8) Report on Form 8-K filed September 4, 2013.

      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  in 1991.  On May 12,  1998 we merged  Flexible  Solutions,  Ltd into
Flexible Solutions International, Inc., a Nevada Corporation.

      The Company develops, manufactures and markets specialty chemicals that
slow the evaporation of water. The Company also manufactures and markets
biodegradable polymers which are used in the oil, gas and agriculture
industries.

      The Company has two product lines:

      Energy and Water Conservation products - The Company's HEAT$AVR(R) product
is used in swimming pools and spas. The product forms a thin, transparent layer
on the water's surface. The transparent layer slows the evaporation of water,
allowing the water to retain a higher temperature for a longer period of time
and thereby reducing the energy required to maintain the desired temperature of
the water. WATER$AVR(R), a modified version of HEAT$AVR(R), can be used in
reservoirs, potable water storage tanks, livestock watering ponds, canals, and
irrigation ditches.

         TPA products - The Company's second class of products, TPA's (i.e.
thermal polyaspartate biopolymers), are biodegradable polymers used by the
petroleum, chemical, utility and mining industries to prevent corrosion and
scaling in water piping. TPA's can also be used in detergents to increase
biodegradability and in agriculture to increase crop yields by enhancing
fertilizer uptake.

      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 October 1, 2013 the Company had 13,169,991 outstanding shares of
common stock.



<PAGE>


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.

    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;


                                       2
<PAGE>

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.

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 2013.

                                       3
<PAGE>

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;

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 73% of revenues in the year ended December 31, 2012, 73% in the
year ended December 31, 2011 and 79% in the year ended December 31, 2010. 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;


                                       4
<PAGE>

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.

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.


                                       5
<PAGE>


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.

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.


                                       6
<PAGE>

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.

                              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
             Of Stock Options        of Options     Expiration Date
             ----------------      --------------   ---------------

                 113,000               $2.25        January 1, 2014
                  55,000               $2.25        December 31, 2014
                   5,000               $2.45        September 22, 2016
                  86,000               $2.22        January 1, 2017
                  57,000               $2.00        January 1, 2016
                   5,000               $2.00        August 8, 2017
                 120,000               $1.90        April 16, 2015
                 120,000               $1.90        April 16, 2016
                  60,000               $1.50        December 31, 2014
                 310,000               $1.50        January 1, 2016
                  50,000               $1.50        December 31, 2016
                 183,000               $1.21        December 31, 2017
              ----------
               1,164,000

      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 September 16, 2013 and the shares offered
by means of this Prospectus.


                                       7
<PAGE>


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

Dr. Robert N. O'Brien  1,775,000       30,000        1,775,000        13.6
John H. Bientjes          15,000       25,000           15,000         0.3
Dale Friend                   --       25,000               --
Robert Helina                 --       15,000               --
Dr. Thomas Fyles              --        5,000               --

(1)  Represents shares issuable upon the exercise of options. 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


                                       8
<PAGE>

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.

                            DESCRIPTION OF SECURITIES

Common Stock

      The Company is authorized to issue 50,000,000 shares of common stock. As
of September 16, 2013 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.



                                       9
<PAGE>


Transfer Agent

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


                                     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>



                     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 October __, 2013.


                                       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 MKT 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) Annual report on Form 10-K for the year ended December 31, 2012.

(2) Report on Form 8-K filed on April 3, 2013.

(3) Quarterly report on Form 10-Q for the quarter ended March 31, 2013.

(4) Report on Form 8-K filed on May 17, 2013.

(5) Definitive Proxy Statement on Schedule 14A filed on July 10, 2013.

(6) Quarterly report on Form 10-Q for the quarter ended June 30, 2013.

(7) Report on Form 8-K filed August 16, 2013.

(8) Report on Form 8-K filed September 4, 2013.

      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 September 16, 2013. Each option represents the right to purchase one
share of the Company's Common Stock.

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

                 113,000             $2.25          January 1, 2014
                  55,000             $2.25          December 31, 2014
                   5,000             $2.45          September 22, 2016
                  86,000             $2.22          January 1, 2017
                  57,000             $2.00          January 1, 2016
                   5,000             $2.00          August 8, 2017
                 120,000             $1.90          April 16, 2015
                 120,000             $1.90          April 16, 2016
                  60,000             $1.50          December 31, 2014
                 310,000             $1.50          January 1, 2016
                  50,000             $1.50          December 31, 2016
                 183,000             $1.21          December 31, 2017
              ----------
               1,164,000

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.


                                       5
<PAGE>


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
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.



                                       6
<PAGE>

                      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.

      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


                                       7
<PAGE>

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.

                         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.




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